--- page 1 ---
Stock Code : 2718
(A company controlled through weighted voting rights and registered
by way of continuation in the Cayman Islands with limited liability)
Sole Sponsor, Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
明略科技
Mininglamp T echnology
GLOBAL  OFFERING


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Important: If you have doubt about any of the contents in this document, you should obtain independent professional advice.
Mininglamp Technology
Ҧ
(A company controlled through weighted voting rights
and registered by way of continuation in the Cayman Islands with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the
Global Offering
: 7,219,000 Class A Shares (subject to
reallocation and the Over-allotment
Option)
Number of Hong Kong Offer Shares : 721,920 Class A Shares (subject to
reallocation)
Number of International Offer Shares : 6,497,080 Class A Shares (subject to
reallocation and the Over-allotment
Option)
Offer Price : HK$141.00 per Offer Share plus
brokerage of 1%, SFC transaction levy
of 0.0027%, AFRC transaction levy of
0.00015% and the Stock Exchange
trading fee of 0.00565% (payable in
full on application in Hong Kong
dollars, subject to refund)
Nominal value : US$0.001 per Share
Stock code : 2718
Sole Sponsor, Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and
Joint Lead Manager
Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and
Joint Lead Manager
Joint Bookrunners and Joint Lead Managers
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility for the
contents of this document, make no representation as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss ho wsoever arising from or
in reliance upon the whole or any part of the contents of this document.
A copy of this document, having attached thereto the documents specified in the section headed “Documents Delivered to the Registrar of Companies in H ong Kong and Available
on Display” in Appendix V , has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Mis cellaneous
Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no r esponsibility
for the contents of this document or any other document referred to above.
The Offer Price will be HK$141.00 unless otherwise announced.
The Joint Global Coordinators (on behalf of the Underwriters) may, with the Company’s consent, reduce the number of Offer Shares being offered under t he Global
Offering at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. Further details are set out i n the sections
headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this document.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure subscribers for, the Hong Ko ng Offer Shares,
are subject to termination by the Joint Global Coordinators (on behalf of the Hong Kong Underwriters) if certain events shall occur prior to 8:00 a.m. o n the Listing Date. Such
grounds are set out in the section headed “Underwriting” in this document.
The Company will be controlled through weighted voting rights upon Listing. Prospective investors should be aware of the potential risks of investin g in a company
with a WVR structure, in particular that the WVR Beneficiary, whose interests may not necessarily be aligned with those of our Shareholders as a whole, will be in
a position to exert significant influence over the outcome of Shareholders’ resolution. For further information about the risks associated with our WVR structure, please
refer to the section headed “Risk Factors—Risks Relating to the Global Offering.” Prospective investors should make the decision to invest in the Com pany only after
due and careful consideration.
Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this document, including t he risk factors set out in the
section headed “Risk Factors.”
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws of the United States and may not be off ered or sold within
or to the United States, or for the account or benefit of U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements
of the U.S. Securities Act. The Offer Shares are being offered and sold outside the United States in offshore transactions in accordance with Regulati on S.
IMPORTANT
October 23, 2025


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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 prospectus to the public
in relation to the Hong Kong Public Offering.
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.mininglamp.com. If you
require a printed copy of this prospectus, you may download and print from the
website addresses above.
To apply for the Hong Kong Offer Shares, you may:
(1) apply online through the HK eIPO White Form service at www.hkeipo.hk ;
or
(2) apply through the HKSCC EIPO channel to electronically cause HKSCC
Nominees to apply on your behalf by instructing your broker or custodian
who is a HKSCC Participant to submit an EIPO application on your behalf
through HKSCC’s FINI system in accordance with your instructions.
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
prospectus are identical to the printed prospectus as registered with the Registrar of
Companies in Hong Kong pursuant to Section 342C of the Companies (WUMP)
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 prospectus for further details of the procedures through which you can apply for
Hong Kong Offer Shares electronically.
IMPORTANT
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Y our application must be for a minimum of 40 Hong Kong Offer Shares and in one
of the numbers set out in the table. Y ou are required to pay the amount next to the
number you select. If you are applying through the HK eIPO White Form service, you
may refer to the table below for the amount payable for the number of Shares you have
selected. Y ou 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, you are required to prefund your application based on the amount specified by
your broker or custodian, as determined based on the applicable laws and regulations in
Hong Kong SAR.
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
40 5,696.88 600 85,453.19 5,000 712,109.93 60,000 8,545,319.10
80 11,393.76 800 113,937.59 6,000 854,531.91 70,000 9,969,538.96
120 17,090.65 1,000 142,421.99 7,000 996,953.90 80,000 11,393,758.80
160 22,787.51 1,200 170,906.38 8,000 1,139,375.88 90,000 12,817,978.66
200 28,484.39 1,400 199,390.78 9,000 1,281,797.86 100,000 14,242,198.50
240 34,181.27 1,600 227,875.18 10,000 1,424,219.86 150,000 21,363,297.76
280 39,878.16 1,800 256,359.57 20,000 2,848,439.70 200,000 28,484,397.00
320 45,575.04 2,000 284,843.96 30,000 4,272,659.56 250,000 35,605,496.26
360 51,271.92 3,000 427,265.95 40,000 5,696,879.40 300,000 42,726,595.50
400 56,968.79 4,000 569,687.95 50,000 7,121,099.26 360,960
(1) 51,408,639.70
(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) or to the HK eIPO White Form Service Provider (for
applications made through the application channel of the HK eIPO White Form service) while the
SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy will be paid to
the SFC, the Stock Exchange and the AFRC, respectively.
No application for any other number of Hong Kong Offer Shares will be considered
and any such application is liable to be rejected.
IMPORTANT
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If there is any change in the following expected timetable of the Hong Kong Public
Offering, we will issue an announcement in Hong Kong to be published on the Company’ s
website at https://www.mininglamp.com , and the website of the Stock Exchange at
www.hkexnews.hk .
Hong Kong Public Offering commences ............................. .9:00 a.m. on
Thursday, October 23, 2025
Latest time for completing electronic applications under
the HK eIPO White Form
service through the designated website at
www.hkeipo.hk
(2) ............................................. 1 1:30 a.m. on
Tuesday, October 28, 2025
Application lists open (3) .......................................... 1 1:45 a.m. on
Tuesday, October 28, 2025
Latest time for (a) completing payment of
HK eIPO White Form
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
Tuesday, October 28, 2025
If you are instructing your broker or custodian who is a HKSCC Participant will submit
electronic application instructions via 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
Tuesday, October 28, 2025
Announcement of the level of indications of interest in the
International Offering, the level of applications in the
Hong Kong Public Offering and 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 the Company’s website at
https://www.mininglamp.com/ (5) at or before ....................... 1 1:00 p.m. on
Friday, October 31, 2025
EXPECTED TIMETABLE (1)
–i v–


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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.mininglamp.com/
and www.hkexnews.hk , respectively ............... a to r before 11:00 p.m. on
Friday, October 31, 2025
 from the “Allotment Results”
page at www.hkeipo.hk/IPOResult
(or www.tricor.com.hk/ipo/result )
with a “search by ID” function from ........................ 1 1:00 p.m. on
Friday, October 31, 2025 to
12:00 midnight on
Thursday, November 6, 2025
 from the allocation results telephone enquiry
line by calling +852 3691 8488 between 9:00 a.m.
and 6:00 p.m. from ........................ .Monday, November 3, 2025 to
Thursday, November 6, 2025
(except Saturday, Sunday 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) .................. .Friday, October 31, 2025
HK eIPO White Form e-Auto Refund
payment instructions/refund checks in respect
of wholly or partially unsuccessful application under
the Hong Kong Public Offering to be
dispatched on or before
(7)(8) ......................... .Monday, November 3, 2025
Dealings in the Shares on the Stock Exchange expected to
commence at ................................................. .9:00 a.m. on
Monday, November 3, 2025
EXPECTED TIMETABLE (1)
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Notes:
(1) Unless otherwise stated, all times and dates refer to Hong Kong local times and dates.
(2) Y ou will not be permitted to submit your application under the HK eIPO White Form service through the
designated website at www.hkeipo.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 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 Tuesday, October 28, 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—Bad Weather
Arrangements” in this document.
(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—Application for Hong Kong Offer Shares—Application Channels” in this document.
(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) e-Auto Refund payment instructions/refund cheques will be issued in respect of wholly or partially
unsuccessful applications pursuant to the Hong Kong Public Offering. 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—Despatch/Collection of Share Certificates
and Refund of Application Monies” in this document for details.
Applicants who have applied through the HK eIPO White Form 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
e-Auto Refund payment instructions. Applicants who have applied through the HK eIPO White Form 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.
EXPECTED TIMETABLE (1)
–v i–


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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 Hong Kong Offer
Shares—Despatch/Collection of Share Certificates and Refund of Application Monies.”
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 document, 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, the Company will make
an announcement as soon as practicable thereafter.
EXPECTED TIMETABLE (1)
– vii –


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IMPORTANT NOTICE TO PROSPECTIVE INVESTORS
This document is issued by the 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
offered by this document pursuant to the Hong Kong Public Offering. This document may
not be used for the purpose of making, 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 Hong Kong Offer Shares in any jurisdiction other than Hong
Kong and no action has been taken to permit the distribution of this document in any
jurisdiction other than Hong Kong. The distribution of this document for purposes of a
public offering and the offering and sale of the Hong Kong 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 document to make your
investment decision. The Hong Kong Public Offering is made solely on the basis of the
information contained and the representations made in this document. We have not
authorized anyone to provide you with information that is different from what is
contained in this document. Any information or representation not contained nor made in
this document must not be relied on by you as having been authorized by the Company,
the Sole Sponsor , the Overall Coordinator(s), the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, any of the Underwriters, any of their respective
directors, officers, employees, agents or representatives of any of them or any other
parties involved in the Global Offering.
Page
Contents .......................................................... viii
Summary ......................................................... 1
Definitions ........................................................ 3 3
Glossary of Technical Terms .......................................... 4 6
Forward-looking Statements .......................................... 5 0
Risk Factors ....................................................... 5 2
Waivers and Exemptions ............................................. 1 0 4
Information about this Document and the Global Offering .................. 1 1 8
CONTENTS
– viii –


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Directors and Parties Involved in the Global Offering ..................... 1 2 2
Corporate Information .............................................. 1 3 1
Industry Overview .................................................. 1 3 4
Regulations ........................................................ 1 5 4
History, Reorganization and Corporate Structure ......................... 1 7 7
Business .......................................................... 2 0 7
Financial Information ............................................... 3 4 1
Relationship with the Controlling Shareholders ........................... 4 2 6
Connected Transactions .............................................. 4 3 1
Share Capital ...................................................... 4 4 0
Substantial Shareholders ............................................. 4 4 9
Directors and Senior Management ..................................... 4 5 3
Future Plans and Use of Proceeds ...................................... 4 6 7
Cornerstone Investors ............................................... 4 8 1
Underwriting ...................................................... 4 8 9
Structure of the Global Offering ....................................... 5 0 5
How to Apply for Hong Kong Offer Shares .............................. 5 1 6
Appendix I Accountants’ Report ................................... I - 1
Appendix II Unaudited Pro Forma Financial Information ............... II-1
Appendix III Summary of the Constitution of the 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
CONTENTS
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This summary aims to give you an overview of the information contained in this
document. As this is a summary, it does not contain all the information that may be
important to you. You should read the entire document before you decide to invest in the
Offer Shares.
There are risks associated with any investment. Some of the particular risks in
investing in the Offer Shares are set out in the section headed “Risk Factors.” You should
read that section carefully before you decide to invest in the Offer Shares.
OVERVIEW
Our Business Model
We are a leading data intelligence application software company in China. According to
Frost & Sullivan, we are the largest data intelligence application software provider in China in
terms of total revenue in 2024. Leveraging our core technologies and industry insights, we
offer data intelligence products and solutions, covering marketing and operational intelligence
and encompassing online and offline scenarios. We are dedicated to transforming enterprises’
marketing and operational strategy design and decision-making processes leveraging large
models, industry-specific knowledge, and multimodal data.
Marketing
Intelligence
Marketing
Effectiveness
Management
Business Data
Management
Private Domain
Operation
Management
Operational
Intelligence
People
Management
Merchandise
Management
Space
Management
Smart
Store
OS
रଢॸঞ
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ە
Customer-owned Execution Software & Third-party External Execution Software
Xiaoming Co-pilot
SUMMARY
–1–


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The following table sets forth our major products and solutions as of the Latest
Practicable Date:
Product and Solution Positioning and Features
Marketing Intelligence
Miaozhen Systems /H1118/H1118/H1118/H1118/H1118/H1118The first and the leading marketing intelligence
application software in China in terms of media platforms
covered in 2024, according to F&S. It integrates media
spending optimization, social media management, and
customer growth software to drive marketing effectiveness
across digital and out-of-home channels such as billboards
and digital screens.
Private Domain Tools
Based on the Tencent
Ecosystem /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A comprehensive platform that empowers enterprises to
manage customer interactions in private and public
domains via WeCom and Weixin. It offers customer
acquisition, content generation, sales conversion, CRM,
and performance analytics.
Jinshuju /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118A no-code data collection and management platform
enabling businesses to enhance operational efficiency
through creating custom forms and automating workflows
across various use cases such as surveys, registrations, and
online order placements.
Operational Intelligence
Smart Store Operating
System /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An intelligent system offering various functions and
features designed to achieve end-to-end intelligent
operations by deeply digitizing and automating the service
process of the three key elements of store operations and
management: people, merchandise, and space.
Industry Solutions /H1118/H1118/H1118/H1118/H1118/H1118Tailored AI solutions provided to clients in sectors such as
finance, manufacturing, and rail transit, which centralize
and analyze multi-source data using knowledge graphs,
uncovering hidden patterns in data and improving
decision-making.
SUMMARY
–2–


--- page 13 ---
OUR KEY PROPRIETARY TECHNOLOGIES
Our success is built on our innovative and key proprietary technologies, particularly in
the fields of data intelligence, enterprise knowledge graph, and data privacy. Our technologies
have received widespread recognition. As of June 30, 2025, we had 2,322 patents and 596
patent applications, and have received over 460 domestic and international awards.
Specifically, as of June 30, 2025 we owned 1,296 invention patents, encompassing the fields
of data intelligence, enterprise knowledge graph and data privacy, among others.
We lead in the use of meta-learning for face recognition in the data intelligence
application software industry. Meta-learning refers to a machine learning technology where
automatic learning algorithms are applied to metadata, training artificial intelligence models to
understand and adapt to new tasks on their own. Introduced in 2019, meta-learning for face
recognition reduces the reliance on large datasets, enhancing influencer identification in
marketing intelligence and helping businesses to effectively monitor designated store areas at
night to ensure security in operational intelligence. Also launched in 2019, we leverage
knowledge-graph technologies for sales strategy optimization, which automates the analysis of
customer interactions to provide real-time sales insights and helps identify market trends and
new business opportunities.
In 2021, we innovatively introduced a meta-learning model capable of developing
derivative models to competently conduct various types of tasks. The model creates and trains
specialized mini-models to handle different tasks effectively with less computer power than a
single large model. Applied in the smart store operating system, the model transforms the
inventory management process with less computing power and empowers automated food
quality inspection, allowing store employees to focus on other priorities.
We enhanced our knowledge graph modeling in 2022 by the incorporation of “events,”
“time,” and “space.” This upgrade enriches the context and relevance of the knowledge graphs
and optimizes the storage of time-series data, making them more dynamic and informative. As
a result, in marketing intelligence, enterprises can visualize the consumer journey, identifying
where consumers interact with a particular brand, and better understand what drives consumer
decisions and how these factors evolve over time. By identifying the most effective touchpoints
and media channels, enterprises can allocate their marketing budget more efficiently. In
operational intelligence, through dynamically linking extensive data sets such as equipment
performance data and drawing correlations between factors in the supply chain management
such as delivery time, order accuracy, and the quality of goods supplied, the technology enables
us to help businesses in proactive maintenance and data-driven decision-making. Specifically,
this technology connects real-time information from in-store equipment (such as a restaurant’s
oven or a printer) with data from the supply chain (such as shipping delays or order quality).
By analyzing these different data streams together, it can spot hidden patterns. For example,
it might find that a recurring drop in food quality is preceded by a slight temperature change
in a fridge, which was itself caused by a delayed maintenance check. These insights allow
businesses to fix problems before they cause breakdowns (e.g. by taking predictive
maintenance) and make smarter decisions based on hard evidence, not just guesswork.
SUMMARY
–3–


--- page 14 ---
In 2023, we further upgraded our knowledge graphs by introducing hypergraph retrieval
augmented generation (HRAG), a technique that upgrades the knowledge graph by retrieving
and using not just the text format, but also images, speech, and videos without the need to go
through a process to convert other data format into text, to efficiently retrieve and connect
more diverse data types, offering more precise analyses and richer insights. See
“Business—Our core competencies—Key technologies” for more information. For instance, a
retail brand can use HRAG to discover that customers in northern regions prefer watching
videos with snowy backgrounds during winter, and that violin music in these videos can
increase conversion rates by 15%. By analyzing historical sales patterns, weather forecasts, and
customer engagement data, the brand can identify periods when customer interest typically
peaks during snowy weather. This data-driven approach allows them to launch advertising
campaigns at optimal moments, when customers are most likely to respond.
Finally, our application of multimodal large language model (MLLM) beginning in 2023
can deduce the causal relationship between text, images and videos in advertising materials and
their impacts, helping enterprises identify the advertising contents that are likely to generate
the best marketing performance. For example, the technology can analyze a set of
advertisements and determine that advertisements with a red background and concise,
conversational text tend to achieve a higher click-through rate than those with a blue
background and formal language. It can also identify more complex patterns, such as finding
that advertisements featuring pets in videos, when combined with informal text, are
significantly more effective in engaging viewers. Our proprietary hypergraph multimodal large
language model (HMLLM) launched in 2024 further integrates diverse data types, including
EEG and eye movement, supporting enterprises in analyzing more diverse elements in
advertising materials, including subjects, emotions, effects, scenes and audiences, to enhance
marketing performance, generating marketing content that are predicted to perform well, and
even suggesting scripts, visual layouts, and background music for video advertisements.
Our key proprietary technologies are solely developed by us. We do not share any of these
technologies with or license any of these technologies to third-parties. For further details on
the introduction time, main features, examples of application scenario, and significance for our
key proprietary technologies, see “Business—Our Key Proprietary Technologies.”
Multimodal Data and AI in Vertical Scenarios as the Foundation of Data Intelligence
With the iterative progress of big data and artificial intelligence technologies, especially
the rapid development of general large models, various industries and enterprises are
increasingly focusing on business digitalization and intelligence. The deep integration of data
intelligence into business decision-making has become the future trend. According to the Frost
& Sullivan Report, China’s data intelligence application software market is expected to have
a promising growth prospect, with a projected growth from RMB32.7 billion in 2024 to
RMB67.5 billion in 2029, achieving a CAGR of 15.6%.
Currently, general large models still face challenges. One significant challenge is
susceptibility to “hallucinations,” where the models generate outputs or information that
appear plausible but are factually incorrect or nonsensical. Additionally, these models exhibit
SUMMARY
–4–


--- page 15 ---
decision-making deficiencies in complex scenarios and demonstrate insufficient coordination
and controllability in practical applications. Given these limitations, more targeted large
models tailored to specific vertical domains have become increasingly essential. The
transformation of general large models into those suited for vertical domains hinges on the
availability of substantial “high-value” multimodal data with specific industry attributes. With
our 19 years of experience in marketing and operational intelligence across multiple industries,
we have accumulated a wealth of multimodal data, granting us a unique advantage in
developing large models for marketing and operational intelligence applications. Our advanced
large models in marketing and operations, deployed across extensive business scenarios, have
produced significant amounts of result data. This feedback serves as a valuable resource for
finetuning our models. By analyzing result data and client feedback across business scenarios,
we continuously optimize our models, which in turn empowers us to generate more accurate
and satisfactory results in application scenarios for the clients.
For many years, we have been devoted to enterprise services and the data intelligence
application software industry, amassing the industry’s leading multimodal data accumulation,
industry insight capabilities, and technical expertise. At the core of our offerings are our
multimodal data integration, multimodal data insights, and data-driven, AI-based decision-
making capabilities. Leveraging these industry-leading data, insights, and technologies, we
provide clients with advanced marketing intelligence and operational intelligence application
software. These software products integrate and connect the complex online marketing and
offline operational data of enterprises, building a comprehensive data network platform for
enterprise operations. This platform transforms marketing and operational data into actionable
business insights and provides supporting execution tools, enabling marketing and operational
businesses to mutually reinforce each other.
Since our establishment in 2006, we have been persistently exploring new data sources
and enterprise needs, constantly innovating in data-driven products and services. Our total
revenue increased from RMB1,269.3 million in 2022 to RMB1,462.0 million in 2023. Our total
revenue declined from RMB1,462.0 million in 2023 to RMB1,381.4 million in 2024, mainly
due to a decrease in revenue from our operational intelligence business. We recorded a total
revenue of RMB565.1 million for the six months ended June 30, 2024 and RMB643.8 million
for the six months ended June 30, 2025. In marketing intelligence, we have extended our AI
capabilities across a wider range of functions—from planning and strategy generation, to
content production and execution. By incorporating AI agents into our integrated services, we
have attracted new clients, leading to increased revenue in the six months ended June 30, 2025.
In operational intelligence, we have driven sales growth in the six months ended June 30, 2025
through enhanced product standardization, expanded AI capabilities, broader scenario
coverage, precise customer need fulfillment, and diversified sales channels.
In 2023, we adopted a more standardized product-focused strategy within the operational
intelligence domain, exercising greater caution in signing customized service contracts while
actively enhancing the development and sales of our standardized products. Customized
services involve creating solutions tailored to the unique requirements of individual clients,
which can be resource-intensive and less scalable. By contrast, standardized products entail
SUMMARY
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pre-developed services that can be widely adopted by multiple clients with minimal
customization, which are typically more cost-efficient and scalable. For example, clients can
purchase different modules of the standardized products to address their unique pain points,
such as ad monitoring and marketing content generation in the context of marketing
intelligence and IT operations management and inventory management in the context of
operational intelligence. This strategic shift, being implemented more systematically in 2024,
led to an increase in revenue from standardized products, which partially offset the decline in
revenue from customized services. Consequently, the revenue structure within our operational
intelligence business showed a more balanced composition in 2024 despite a decline in
absolute value. In 2025, our enhanced product capabilities and AI innovation had attracted
more customers and driven revenue growth. Moving forward, we believe our product strategy
will yield further visible results and support sustainable long-term expansion.
For 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, our gross
profit margins were 53.2%, 50.1%, 51.6%, 50.6% and 55.9%, respectively. Our R&D expenses
for 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, were RMB750.9
million, RMB480.8 million, RMB353.0 million, RMB173.6 million and RMB150.4 million,
respectively. We had operating losses of RMB1,008.9 million, RMB210.9 million and
RMB132.3 million for the years ended December 31, 2022, 2023, and 2024, respectively. We
had operating loss of RMB84.5 million for the six months ended June 30, 2024, as compared
to operating income of RMB6.1 million for the six months ended June 30, 2025.
We had a net profit of RMB1,637.6 million, RMB318.4 million, RMB7.9 million in 2022, 2023
and 2024 and a net loss of RMB98.7 million and RMB203.9 million in the six months ended June
30, 2024 and 2025, respectively. Our net profit position was mainly driven by fair value changes of
preferred shares, warrants and convertible notes of RMB2,815.4 million, RMB585.5 million,
RMB186.0 million in 2022, 2023 and 2024 respectively, which are in connection with our Company’s
value.
OUR STRENGTHS
We believe that the following competitive strengths contribute to our success and
differentiate us from our competitors:
 pioneer in both technology and philosophy of data intelligence application software
industry with an 19-year track record of successful product innovation
 proprietary infrastructure underpinning our data intelligence services and ensuring
efficient R&D iteration
 rich data ecosystem as an essential cornerstone of data-driven intelligent services for
enterprises
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 product matrix of marketing and operational intelligence along with the multimodal
online and offline data driving business synergy
 large and loyal client base creating strong network effect
 experienced management with deep industry expertise and supportive corporate
culture
OUR STRATEGIES
We are committed to helping enterprise clients improve efficiency and facilitate
innovation through innovative and intelligent technologies and becoming a global leader in
data intelligence. To achieve these objectives, we intend to pursue the following strategies:
 reinforcing our leading position in research and development, attracting more talents
and industry experts in the fields of big data and artificial intelligence
 building a data intelligence product ecosystem and service loop and continually
expanding business landscape
 continuously building our fair, transparent, trustworthy and diversified data
ecosystem
 enhancing our expertise in data ethics and leading the new standards for data
security
 strategically focusing on large clients to set industry standards and broadening our
client base to drive industry best practices
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PRICING
The table below sets forth a summary of the charging model and fee rate, pricing, and
delivery method under our marketing intelligence and operational intelligence business lines,
as applicable:
Marketing Intelligence Operational Intelligence
Charging Model and
Fee Rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Miaozhen Systems: Products and
solutions offered by different software
under Miaozhen Systems can be
separately selected based on clients’
preference and clients may purchase in
bundles or in a separate manner.
Media spending optimization software:
We charge a service fee and a
subscription-based software license
fee. Service fee is determined as a
percentage of the media spending
budget provided by our clients and
verified by us through our active ad
monitoring and cross-checking with
information from advertising agencies
and media platforms and/or based on
usage such as exposure and clicks.
Software license fee is determined
based on the number of open accounts
and a license fee per account
depending on usage.
Social media management software: We
charge a service fee and a
subscription-based software license
fee. Service fee is determined based on
the number of market and consumer
insights reports delivered to client at a
negotiated price per report based on
the clients’ needs, considering the
client’s budget, usage of data,
workload, complexity and the
corresponding experience level of the
analysts involved in producing the
reports. Software license fee is
determined based on the number of
open accounts and a license fee per
account depending on usage.
Smart Store Operating System: We
charge a subscription-based software
license fee, a technical service fee, an
operation service fee, and hardware
costs. Software license fee is
determined based on the number of
open accounts and a license fee per
account depending on usage. Technical
service fee pertains to the development
service that we provide to certain
clients with private deployment needs
and is determined based on the overall
workload, the time required and the
labor deployed. Operation service fee
pertains to relates to our continual
maintenance and operation in offline
stores and is determined based on
annual fee per store and value-added
service fees. Hardware costs are
determined based on the number of
hardware delivered and the price per
hardware procured from third-party
suppliers.
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Marketing Intelligence Operational Intelligence
Customer growth software: We charge a
software license fee, a technical
service fee, and an operation service
fee. Software license fee can be
structured as either a lump-sum
payment or a subscription with
recurring service fees. Technical
service fee pertains to the software
development service that we provide to
certain clients with private deployment
or customized needs and is determined
based on the overall workload, the
time required and the labor deployed.
Operation service fee relates to our
continual maintenance and operation of
the privately deployed software and is
charged on an annual basis or per time
as needed by our client.
Private Domain Tools Based on the
Tencent Ecosystem: We charge a
software license fee and a
subscription-based technical service
fee. Software license fee is determined
based on the number of open accounts
and a license fee per account
depending on usage. Technical service
fee pertains to the software
development service that we provide to
certain clients with private deployment
or customized needs and is determined
based on the overall workload, the
time required and the labor deployed.
Jinshuju: We charge a subscription-based
software license fee and a technical
service fee. Software license fee is
determined based on the number of
open accounts and a license fee per
account depending on usage. Technical
service fee pertains to the software
development service that we provide to
certain clients with private deployment
or customized needs and is determined
based on the overall workload, the
time required and the labor deployed.
During the Track Record Period, revenue
per KA client was RMB9.5 million,
RMB9.2 million, RMB8.7 million,
RMB4.5 million and RMB4.5 million
in 2022, 2023, 2024 and the six
months ended June 30, 2024 and 2025,
respectively.
During the Track Record Period, revenue
per KA client was RMB16.9 million,
RMB24.6 million, RMB17.2 million,
RMB8.6 million and RMB7.9 million
in 2022, 2023, 2024 and the six
months ended June 30, 2024 and 2025,
respectively.
SUMMARY
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Marketing Intelligence Operational Intelligence
Pricing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We price our software license fee taking
into account the usage scope, market
rate for similar software and historical
R&D investments.
We price our service offerings, including
customized services, taking into
account labor costs, complexity of
services, and a reasonable profit.
We price our software license fee taking
into account the usage scope, market
rate for similar software and historical
R&D investments.
We price our service offerings, including
customized services, taking into
account labor costs, complexity of
services, and a reasonable profit.
We price hardware provided in
connection with the provision of our
solutions taking into account the
procurement cost and a reasonable
profit.
Delivery Method /H1118/H1118/H1118/H1118Software-as-a-service (SaaS), solution
offerings
SaaS, solution offerings, hardware
installation
COMPETITION
The markets in which we engage in are highly competitive and we are faced with intense
competition in all aspects of our business. Our current and potential competitors include
companies that offer marketing intelligence application software in China, companies that offer
operational intelligence application software in China, and global technology companies that
wish to enter into the China data intelligence application software market. The principal
competitive factors in our industry include technological R&D and innovation capabilities,
deep industry-specific know-how, continuous acquisition of high-quality industry data, widely
recognized brand and superior client services. We anticipate that the data intelligence
application software market will evolve and experience changes in technological innovation,
industry standards, and client preferences. We must continually innovate to remain
competitive. For more information about our competitive strengths, please see “Business—Our
Strengths.” For more information about the industry in which we operate, please see “Industry
Overview.”
SUMMARY
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CUSTOMERS AND SUPPLIERS
Our major clients mainly consisted of (i) enterprises mainly in consumer goods, food and
beverage, automotive and 3C industries, which operate both online and offline businesses and
aim to reach customers, build or strengthen brand image, achieve sales conversion and realize
business growth through different combinations of our full spectrum of marketing intelligence
products and (ii) offline retail and restaurant chain operators, which are focused on building
future-oriented stores that utilize smart operations to optimize their business processes,
enhance customer experience, and sustain long-term growth. In 2022, 2023 and 2024 and the
six months ended June 30, 2024 and 2025, revenue generated from our largest customer in each
period accounted for 11.9%, 24.4%, 19.3%, 20.0% and 18.9% of our revenue during those
periods, respectively. Revenue generated from our five largest customers in each period during
the Track Record Period amounted to RMB323.4 million, RMB526.5 million, RMB484.3
million, RMB196.6 million and RMB202.3 million, respectively, representing approximately
25.4%, 36.0%, 35.1%, 34.7% and 31.4% of our revenue in the corresponding periods,
respectively.
During the Track Record Period, our suppliers mainly consisted of broadband and cloud
services, office rental services, human resource outsourcing services and technology services
providers. Human resource outsourcing services involve outsourcing more procedural and
non-core tasks, such as data labelling, tagging, governance, and routine system maintenance
support, in our business to our suppliers. This approach allows us to focus on our core business
activities while leveraging the expertise and efficiency of specialized service providers.
Purchases from our largest supplier accounted for 10.1%, 4.7%, 5.5%, 4.8% and 5.9% of our
total purchases in 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025,
respectively. Purchases from our five largest suppliers in each period during the Track Record
Period amounted to RMB134.0 million, RMB92.6 million, RMB73.8 million, RMB42.0
million and RMB34.1 million, respectively, representing approximately 20.5%, 15.6%, 13.9%,
16.5% and 13.3% of our total purchases in the same periods, respectively.
For details, see “Business—Customers and Suppliers.”
OUR RELATIONSHIP WITH MEDIA PLATFORMS
We play a vital role in fostering a virtuous cycle between enterprises, our primary clients,
and media platforms, as marketing channels, by providing trusted services and insights through
Miaozhen Systems. Media platforms are mainly advertising channels when we provide services
to enterprises.
Because of our professional and independent ad monitoring services to clients, media
platforms grant us access through technical means such as API to the data available on their
platforms based on mutual commercial understanding between the media platforms and our
clients. We do not enter into contractual agreements with media platforms for such data
collaboration. Instead, our standard contracts with clients explicitly stipulate that clients must
obtain the necessary authorization from media platforms to enable us to perform our services.
SUMMARY
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Based on industry practice according to Frost & Sullivan, this is typically done through the
inclusion of provisions in our clients’ agreements with media platforms that authorize us to
process the collected data for the performance of marketing intelligence services. Meanwhile,
media platforms typically display texts in the forms of user agreements or privacy policies to
their end users on their platform pages (e.g., during registration, login, and other processes)
and require end users to check the box to confirm consent. Such texts displayed by the media
platforms typically explicitly state that the media platforms will provide end users’ necessary
data to cooperative third-party vendors engaged in promotion/advertising and statistical
analysis, for the purposes of advertising/promotion decision-making, measuring and thus
improving the effective reach rate of advertisements/promotions, optimizing the delivery effect
of advertisements/promotions, and further understanding user needs. Furthermore, media
platforms typically also explicitly publish information in the Third-Party Sharing List within
their privacy policies, including the names of third-party vendors, such as Miaozhen Systems,
types of shared information, purposes of use, scenarios, sharing methods, and other details to
ensure that when third-party vendors such as us collect and use end users’ data from media
platforms, the informed consent of the end users has been obtained. For details on how we
ensure data privacy and security, see “Business—Data Privacy and Security Measures.”
For the years ended December 31, 2022, 2023 and 2024 and the six months ended June
30, 2024 and 2025, Miaozhen Systems through technical means connected with 729, 501, 491,
484 and 425 media platforms with advertising monitoring activities. The declines in the
number of media platforms from 2022 to 2024 were primarily due to several factors. Firstly,
some less mainstream media platforms gradually went out of business due to competitive
pressures. This trend was particularly pronounced during the pandemic, when many advertisers
reassessed their campaigns and focused their spending on mainstream media. Additionally,
there was a noticeable concentration of media platforms over time, resulting in advertisers
increasingly focused on a smaller number of leading platforms and further contributing to the
reduction in the number of media platforms connected to Miaozhen Systems.
Our collaboration with media platforms is essential for delivering comprehensive and
effective media spending optimization, social media management and customer growth
services under Miaozhen Systems. By connecting with media platforms through technical
means, we facilitate the flow of data and insights that enterprises rely on for their advertising
strategies. This connection not only enhances the value we provide to enterprises but also
strengthens the media platforms’ ability to attract and retain advertising budgets. This is
achieved as our ad monitoring services verify the performance of media platforms, for
example, whether the media platforms have met the target exposure requirement imposed by
enterprises, among other functions, thereby fostering trust between enterprises and media
platforms.
For risks related to our relationship with media platforms, see “Risk Factors—Risks
Relating to Our Business and Industry—If we are unable to sustain our strong relationship with
media platforms, our business and results of operations may suffer as a result.”
SUMMARY
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WEIGHTED VOTING RIGHTS AND RANKING
Our Company is proposing to adopt a weighted voting rights structure effective
immediately prior to completion of the Global Offering. Under this structure, our Company’s
share capital will comprise Class A Shares and Class B Shares. Each Class B Share will entitle
the holder to exercise ten votes, and each Class A Share will entitle the holder to exercise one
vote, on any resolution tabled at our Company’s general meetings, except for resolutions with
respect to the Reserved Matters, in relation to which each Share is entitled to one vote.
Immediately upon the completion of Global Offering, the WVR Beneficiary will be Mr.
Wu. Mr. Wu will beneficially own 14,835,491 Class B Shares and will be able to control the
voting rights of 431,996 Class A Shares, representing an aggregate of approximately 53.54%
of the voting rights in our Company (subject to the Assumptions) with respect to shareholder
resolutions relating to matters other than the Reserved Matters.
Although each Class B Share ultimately held by Mr. Wu through Mine Mine International
Limited is entitled to 10 voting rights, Mr. Wu has offered to voluntarily restrict the exercise
of the voting rights attached to all of his then-held Class B Shares (through Mine Mine
International Limited) up to an amount equal to 30% of the total voting rights of the Company
(excluding treasury shares if any) for any resolution proposed at a general meeting of the
Company (other then the Reserved Matters) during the first 4 years after Listing. “Share
Capital—Weighted V oting Right Structure—V oluntary WVR V oting Restriction” for more
information.
For further details, please see the section headed “Share Capital—Weighted V oting Rights
Structure” in this document.
Our Company is adopting the WVR structure to enable the WVR Beneficiary to exercise
voting control over our Company notwithstanding that the WVR Beneficiary does not hold a
majority economic interest in the share capital of our Company. This will enable our Company
to benefit from the continuing vision and leadership of the WVR Beneficiary who will control
our Company with a view to its long-term prospects and strategy.
Our Company fulfills the innovative requirement under Chapter 8A of the Listing Rules
and Chapter 2.2 of the Guide for New Listing Applicants. For further details of our key
proprietary technologies, see “Business—Our Key Proprietary Technologies.”
Prospective investors are advised to be aware of the potential risks of investing in
companies with a WVR Structure, in particular that the interests of the WVR Beneficiary may
not necessarily always be aligned with those of our Shareholders as a whole, and that the WVR
Beneficiary will be in a position to exert significant influence over the affairs of our Company
and the outcome of shareholders’ resolutions, irrespective of how other Shareholders vote.
Prospective investors should make the decision to invest in the Company only after due and
SUMMARY
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careful consideration. For further information about the risks associated with the WVR
Structure adopted by the Company, please refer to the section headed “Risk Factors—Risks
Relating to Our WVR Structure” of this document.
RISK FACTORS
Our operations and the Global Offering involve certain risks and uncertainties, some of
which are beyond our control and may affect your decision to invest in us and/or the value of
your investment. See the section headed “Risk Factors” for details of our risk factors, which
we strongly urge you to read in full before making an investment in our Shares. Some of the
major risks we face include:
 if we fail to continually develop and innovate products and solutions to meet clients’
evolving needs of functionality, performance, reliability, design and security and
compete effectively, we may not be able to retain existing clients, attract new clients
or increase sales;
 if we are unable to sustain our strong relationship with media platforms, our
business and results of operations may suffer as a result;
 if we fail to retain existing clients, attract new clients or increase the spending by
our clients, our business and results of operations may be materially and adversely
affected;
 our services involve collecting, procession, and storage significant amounts of data
concerning our clients and business partners and may be subject to complex and
evolving laws and regulations regarding privacy and data protection. If we fail to
comply with privacy and data protection laws and regulations, our business, results
of operations and financial condition may be adversely affected;
 if the data collected or used by us are out of date, inaccurate, lacking credible
information, or no longer available to us, the performance of our data intelligence
products and solutions will be adversely affected, which could adversely impact our
business;
 if either the growth of the data intelligence application software market or the
adoption of data intelligence products and solutions in industry verticals we focus
on does not meet expectation, our business, growth and prospects may be
significantly affected;
 potential issues in the adoption and use of artificial intelligence in our product and
solutions may result in reputational harm or liability;
 we face intense competition and may fail to maintain our market share;
SUMMARY
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 we recorded significant amount of goodwill, and the impairment of goodwill could
have a material adverse effect on our operating results;
 our technology infrastructure and the technology infrastructure of our business
partners may experience unexpected system failure, interruption, inadequacy,
security breaches or cyberattacks. Our reputation, business and results of operations
may be harmed by service disruptions or by our failure to timely and effectively
scale and adapt our existing technology and infrastructure; and
 we are investing heavily in our research and development, and such investment may
negatively impact our profitability in the short term and may not generate the results
we expect to achieve.
PRE-IPO INVESTMENTS
We completed a few rounds of Pre-IPO equity financings and had raised funds of more
than US$627.1 million. See the section headed “History, Reorganization and Corporate
Structure—Pre-IPO Investments” for the identities of Pre-IPO Investors and further details
regarding the Pre-IPO Investments.
OUR CONTROLLING SHAREHOLDERS
Immediately after the completion of the Global Offering (subject to the Assumptions), Mr.
Wu, our Founder, Chairman of the Board, executive Director and Chief Executive Officer, will
be, through his intermediaries, interested in and will control an aggregate of 14,835,491 Class
B Shares, and will control the voting rights of 431,996 Class A Shares, which in aggregate
represents approximately 10.57% of our total issued Shares, and will be entitled to exercise
approximately 53.54% of the voting rights of our issued Shares in general meetings (except for
resolutions with respect to the Reserved Matters, in relation to which each Share is entitled to
one vote). Separately, Mr. Wu is the sole director of iTop Limited, an employee share incentive
platform, which holds 1,557,397 Class A Shares, representing approximately 1.08% and 0.56%
of the total issued Shares and voting rights of the Company, respectively, immediately upon
Listing (subject to the Assumptions).
Mr. Wu (i) holds 14,835,491 Class B Shares through Mine Mine International Limited
which is owned as to (a) 97% by Equation Holding Limited, the holding vehicle wholly-owned
by Equation Trust, a family trust established by Mr. Wu as the settlor and protector, Vistra Trust
(Singapore) Pte. Limited as the trustee, and Market Pro Holdings Limited (a wholly-owned
company of Mr. Wu) as the sole beneficiary; and (b) 3% by Market Pro Holdings Limited; and
(ii) is able to control the voting rights of 431,996 Class A Shares through Zhuhai Hengqin
Minglue Wanxiang Equity Investment Enterprise (Limited Partnership), in which Mr. Wu is the
general partner. Therefore Mr. Wu, Mine Mine International Limited, Equation Holding
Limited, Market Pro Holdings Limited, and Zhuhai Hengqin Minglue Wanxiang Equity
Investment Enterprise (Limited Partnership) will constitute the Controlling Shareholders of our
Company after the Listing.
SUMMARY
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Our Group operates independently of our Controlling Shareholders. Apart from their
interest in our Company, our Controlling Shareholders do not currently have any interest in a
business that competes or is likely to compete, either directly or indirectly, with our Group’s
business.
For further details about our Controlling Shareholders, please refer to the section headed
“Relationship with the Controlling Shareholders.”
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
The following tables set forth summary financial data from our consolidated financial
information for the Track Record Period, extracted from the Accountants’ Report set out in
Appendix I to this document. The summary consolidated financial data set forth below should
be read together with, and is qualified in its entirety by reference to, the Consolidated Financial
Statements in this document, including the related notes, as well as the section headed
“Financial Information.” Our consolidated financial information was prepared in accordance
with HKFRSs.
Selected Items from Consolidated Statements of Profit or Loss
The following table sets forth a summary of our consolidated results of operations for the
periods presented, both in absolute amount and as percentages of our total revenue.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentage data)
(unaudited)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,269,265 100.0 1,461,973 100.0 1,381,382 100.0 565,091 100.0 643,782 100.0
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(593,526) (46.8) (729,331) (49.9) (668,688) (48.4) (278,978) (49.4) (283,677) (44.1)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118675,739 53.2 732,642 50.1 712,694 51.6 286,113 50.6 360,105 55.9
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(750,923) (59.2) (480,755) (32.9) (353,047) (25.6) (173,579) (30.7) (150,447) (23.4)
Administrative expenses /H1118/H1118/H1118/H1118(579,931) (45.7) (316,315) (21.6) (362,263) (26.2) (139,860) (24.7) (117,633) (18.3)
Selling and marketing expenses /H1118 (281,548) (22.2) (144,669) (9.9) (127,299) (9.2) (63,010) (11.2) (74,248) (11.5)
Impairment losses on financial
assets and contract assets,
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(26,547) (2.1) (16,546) (1.1) (24,342) (1.8) (10,445) (1.8) (17,425) (2.7)
Other operating
(expenses)/income, net /H1118/H1118/H1118/H1118(45,723) (3.6) 14,724 1.0 21,910 1.6 16,259 2.9 5,786 0.9
Operating (loss)/income /H1118/H1118/H1118/H1118(1,008,933) (79.5) (210,919) (14.4) (132,347) (9.6) (84,522) (15.0) 6,138 1.0
SUMMARY
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For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentage data)
(unaudited)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(34,624) (2.7) (33,251) (2.3) (11,703) (0.8) (6,954) (1.2) (4,071) (0.6)
Other (losses)/income, net /H1118/H1118/H1118(144,501) (11.4) (19,703) (l.3) (34,349) (2.5) 2,187 0.4 3,002 0.5
Share of (losses)/profits of joint
ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,666) (0.3) 245 0.02 384 0.03 10 0.002 (140) (0.02)
Share of losses of associates /H1118/H1118 (1,617) (0.1) (1,501) (0.1) (104) (0.01) (48) (0.01) – –
Fair value changes of preferred
shares, warrants and
convertible notes /H1118/H1118/H1118/H1118/H1118/H11182,815,405 22l.8 585,497 40.0 185,989 13.5 (8,204) (1.5) (208,029) (32.3)
Profit/(Loss) before tax /H1118/H1118/H1118/H11181,622,064 127.8 320,368 21.9 7,870 0.6 (97,531) (17.3) (203,100) (31.5)
Profit/(Loss) for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,637,644 129.0 318,412 21.8 7,949 0.6 (98,662) (17.5) (203,902) (31.7)
Non-HKFRS Measures
To supplement our consolidated financial statements that are presented in accordance
with HKFRS, we also use adjusted operating (loss)/profit (non-HKFRS measure) and adjusted
net loss (non-HKFRS measure) as additional financial measures, which are not required by, or
presented in accordance with, HKFRS. We believe that these non-HKFRS measures facilitate
comparisons of operating performance from period to period and company to company by
eliminating potential impact of items. We believe that these measures provide useful
information to investors and others in understanding and evaluating our consolidated results of
operations in the same manner as they help our management. However, our presentation of
adjusted operating (loss)/profit (non-HKFRS measure) and adjusted net loss (non-HKFRS
measure) may not be comparable to similarly titled measures presented by other companies.
The use of such non-HKFRS measures has limitations as an analytical tool, and you should not
consider them in isolation from, or as substitute for analysis of, our results of operations or
financial condition as reported under HKFRS.
We define adjusted operating (loss)/profit (non-HKFRS measure) as operating
(loss)/income for the year/period adjusted by adding back share-based payment expenses, and
IPO related expenses. We define adjusted net (loss)/profit (non-HKFRS measure) as net
profit/(loss) for the year/period adjusted by adding back share-based payment expenses, IPO
related expenses, and fair value changes of preferred shares, warrants and convertible notes.
SUMMARY
–1 7–


--- page 28 ---
The following tables set forth reconciliations of our adjusted operating (loss)/profit
(non-HKFRS measure) and adjusted net (loss)/profit (non-HKFRS measure) for the years
ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025
to the nearest measure prepared in accordance with HKFRS, which is operating (loss)/income
for the year/period and net profit/(loss) for the year/period, respectively.
For the Y ear Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
(in RMB thousands)
Reconciliation of operating
(loss)/income
Operating (loss)/income for
the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,008,933) (210,919) (132,347) (84,522) 6,138
Add:
Share-based payment
expenses (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871,545 85,813 106,577 39,946 10,001
Listing expenses (2) /H1118/H1118/H1118/H1118/H1118/H11187,520 7,153 26,350 2,092 10,745
Adjusted operating
(loss)/profit
(non-HKFRS measure) /H1118/H1118/H1118(929,868) (117,953) 580 (42,484) 26,884
For the Y ear Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
(in RMB thousands)
Reconciliation of net
profit/(loss)
Net profit/(loss) for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,637,644 318,412 7,949 (98,662) (203,902)
Add:
Share-based payment
expenses (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871,545 85,813 106,577 39,946 10,001
Listing expenses (2) /H1118/H1118/H1118/H1118/H1118/H11187,520 7,153 26,350 2,092 10,745
Fair value changes of
preferred shares,
warrants and convertible
notes
(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,815,405) (585,497) (185,989) 8,204 208,029
Adjusted net (loss)/profit
(non-HKFRS measure) /H1118/H1118(1,098,696) (174,119) (45,113) (48,420) 24,873
SUMMARY
–1 8–


--- page 29 ---
Notes:
(1) Share-based payment expenses mainly represent the consideration in the form of equity instruments for
services performed by our employees, which are not expected to result in future cash payments, and are
therefore non-cash in nature.
(2) Listing expenses relate to the Global Offering.
(3) Fair value changes of preferred shares, warrants and convertible notes arise primarily from the changes
in the fair value of our preferred shares, warrants and convertible notes in connection with our financing
activities, which are non-cash in nature. The relevant warrants and convertible notes have been
converted into preferred shares and all preferred shares will be converted into equity upon the Listing.
Revenue
During the Track Record Period, we derived revenue from marketing intelligence,
operational intelligence and industry solutions. The following table sets forth a breakdown of
our revenue by business line, both in absolute amounts and as percentages of our total revenue,
for the periods indicated:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentage data)
(unaudited)
Revenue
Marketing intelligence /H1118/H1118/H1118/H1118803,426 63.3 752,725 51.5 730,853 52.9 322,701 57.1 354,154 55.0
Operational intelligence /H1118/H1118/H1118363,098 28.6 594,657 40.7 522,813 37.9 229,960 40.7 268,521 41.7
Industry solutions /H1118/H1118/H1118/H1118/H1118/H1118102,741 8.1 114,591 7.8 127,716 9.2 12,430 2.2 21,107 3.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,269,265 100.0 1,461,973 100.0 1,381,382 100.0 565,091 100.0 643,782 100.0
SUMMARY
–1 9–


--- page 30 ---
The following table sets forth the breakdown of our revenue from marketing intelligence
business by products, for the periods indicated:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentage data)
(unaudited)
Miaozhen Systems
Media spending optimization
software /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118386,402 48.1 383,927 51.0 384,725 52.7 168,346 52.2 180,516 51.0
Social media management
software /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118233,868 29.1 229,170 30.5 199,387 27.3 84,473 26.2 101,306 28.6
Customer growth software /H1118/H1118 98,997 12.3 59,550 7.9 72,520 9.9 32,210 10.0 34,201 9.7
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118719,267 89.5 672,647 89.4 656,632 89.9 285,029 88.3 316,023 89.2
Private Domain Tools /H1118/H1118/H1118/H111837,958 4.7 46,266 6.1 47,072 6.4 23,699 7.3 25,533 7.2
Jinshuju /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111846,201 5.8 33,812 4.5 27,149 3.7 13,973 4.3 12,598 3.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118803,426 100.0 752,725 100.0 730,853 100.0 322,701 100.0 354,154 100.0
Gross Profit/(Loss) and Gross Profit/(Loss) Margin
Our gross profit was RMB675.7 million, RMB732.6 million, RMB712.7 million,
RMB286.1 million and RMB360.1 million in 2022, 2023 and 2024 and the six months ended
June 30, 2024 and 2025, respectively. For the same periods, our gross profit margin was 53.2%,
50.1%, 51.6%, 50.6% and 55.9%, respectively. The increase in gross profit margin of 50.6%
for the six months ended June 30, 2024 to 55.9% for the six months ended June 30, 2025 was
driven by increased revenue combined with reduced employee benefit expenses through the
implementation of AI tools. The following table sets forth the breakdown of our gross
profit/(loss) and gross profit/(loss) margin by business line, for the periods indicated:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentage data)
(unaudited)
Gross profit/(loss)
Marketing intelligence /H1118/H1118/H1118/H1118555,680 69.2 548,193 72.8 535,323 73.2 225,756 70.0 266,468 75.2
Operational intelligence /H1118/H1118/H1118116,010 32.0 168,432 28.3 179,394 34.3 64,169 27.9 93,487 34.8
Industry solutions /H1118/H1118/H1118/H1118/H1118/H11184,049 3.9 16,017 14.0 (2,023) (1.6) (3,812) (30.7) 150 0.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118675,739 53.2 732,642 50.1 712,694 51.6 286,113 50.6 360,105 55.9
SUMMARY
–2 0–


--- page 31 ---
Profit/(Loss) For the Y ear/Period
In the years ended December 31, 2022, 2023 and 2024, we recorded net profit of
RMB1,637.6 million, RMB318.4 million and RMB7.9 million, respectively. The decrease in
net profit from RMB1,637.6 million in 2022 to RMB318.4 million in 2023 was mainly
attributable to a decrease in fair value changes of preferred shares, warrants and convertible
notes of RMB2,229.9 million, offset by the decreases in our operating expenses of RMB670.7
million including research and development expenses, administrative expenses and selling and
marketing expenses, mainly due to our optimization of organizational structure in 2023. The
decrease in net profit from RMB318.4 million in 2023 to RMB7.9 million in 2024 was mainly
attributable to a decrease in fair value changes of preferred shares, warrants and convertible
notes of RMB399.5 million.
For the six months ended June 30, 2024 and 2025, we recorded net loss of RMB98.7
million and RMB203.9 million, respectively. The change was primarily attributable to a
decrease in fair value changes of preferred shares, warrants and convertible notes of RMB199.8
million, offset by the increases in our gross profit of RMB74.0 million mainly driven by our
increase in revenue and cost optimization in six months ended June 30, 2025.
Selected Items from the Consolidated Statements of Financial Position
As of December 31, As of June 30,
2022 2023 2024 2025
(in RMB thousands)
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,136,551 1,091,358 1,035,509 1,014,825
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,402,307 1,360,020 1,345,856 1,294,901
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,538,858 2,451,378 2,381,365 2,309,726
Total non-current liabilities /H1118/H1118/H1118/H1118/H111856,450 52,289 50,334 38,569
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,366,297 8,825,544 8,730,995 8,837,522
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,422,747 8,877,833 8,781,329 8,876,091
Net current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,963,990) (7,465,524) (7,385,139) (7,542,621)
Net liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,883,889) (6,426,455) (6,399,964) (6,566,365)
Total deficits and liabilities /H1118/H1118/H1118/H11182,538,858 2,451,378 2,381,365 2,309,726
We recorded net liabilities of RMB6,883.9 million, RMB6,426.5 million, RMB6,400.0
million and RMB6,566.4 million as of December 31, 2022, 2023 and 2024 and June 30, 2025,
respectively. Our net liabilities decreased from RMB6,883.9 million as of December 31, 2022
to RMB6,426.5 million as of December 31, 2023, primarily driven by (i) a total comprehensive
income of RMB212.8 million, and (ii) an increase in other reserves of RMB173.3 million in
connection with the cancelation of a forward contract. Our net liabilities decreased from
RMB6,426.5 million as of December 31, 2023 to RMB6,400.0 million as of December 31,
SUMMARY
–2 1–


--- page 32 ---
2024, primarily due to an increase in share-based payment reserve of RMB106.6 million,
partially offset by a total comprehensive loss of RMB84.1 million. Our net liabilities increased
from RMB6,400.0 million as of December 31, 2024 to RMB6,566.4 million as of June 30,
2025, primarily due to a total comprehensive loss of RMB176.4 million, partially offset by an
increase in share-based payment reserve of RMB10.0 million.
Our net liabilities position during the Track Record Period was primarily the result of (i)
our issuance of preferred shares and warrants and (ii) the net loss incurred primarily due to our
significant investments in research and development efforts and limited client cognition and
market adoption of innovative solutions. As of the Latest Practicable Date, all warrants and
convertible notes had been converted into preferred shares of our Company. We expect to
achieve a net assets position upon Listing, as the preferred shares will be re-designated from
financial liabilities to equity as a result of the automatic conversion into ordinary shares upon
Listing.
We recorded net current liabilities of RMB7,964.0 million, RMB7,465.5 million,
RMB7,385.1 million and RMB7,542.6 million as of December 31, 2022, 2023 and 2024, and
June 30, 2025, respectively. These net current liabilities were primarily the result of our
issuance of preferred shares and warrants during the Track Record Period.
Our net current liabilities decreased from RMB7,964.0 million as of December 31, 2022
to RMB7,465.5 million as of December 31, 2023, mainly due to (i) a decrease of RMB281.0
million in interest-bearing bank and other borrowings, (ii) a decrease of RMB247.8 million in
preferred shares, warrants and convertible notes, (iii) a decrease of RMB167.2 million in other
liabilities mainly due to the release of our obligation in forward contract liability, and (iv) a
decrease of RMB111.7 million in contract liabilities primarily driven by the recognition of
revenue for operational intelligence business and industry solutions, partially offset by the
increase in other payables and accruals of RMB260.7 million mainly due to the advances
received from the investors of our series F financing.
Our net current liabilities decreased from RMB7,465.5 million as of December 31, 2023
to RMB7,385.1 million as of December 31, 2024, primarily due to (i) a decrease of RMB392.2
million in other payables and accruals mainly due to the settlement of advances from the
investors upon the closing of series F financing, (ii) a decrease of RMB95.0 million in contract
liabilities primarily driven by the recognition of revenue for operational intelligence business
and industry solutions, (iii) a decrease of RMB72.7 million in interest-bearing bank and other
borrowings, and partially offset by the increase of RMB502.3 million in preferred shares,
warrants and convertible notes.
Our net current liabilities increased from RMB7,385.1 million as of December 31, 2024
to RMB7,542.6 million as of June 30, 2025, primarily due to (i) a increase of RMB174.9
million in preferred shares, warrants and convertible notes and partially offset by the decrease
of RMB39.3 million in other payables and accruals.
SUMMARY
–2 2–


--- page 33 ---
Selected Items from the Consolidated Statements of Cash Flows
The following table sets forth a summary of our cash flows for the periods indicated.
For the Y ear Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
(in RMB thousands)
(unaudited)
Operating cash flows before
movements in working
capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(735,626) (37,712) 53,327 655 63,529
Add:
Changes in working capital /H1118/H1118174,694 (77,296) (79,176) (82,243) (74,619)
Income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(121) (2,407) (2,068) (883) (319)
Net cash used in operating
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(561,053) (117,415) (27,917) (82,471) (11,409)
Net cash generated
from/(used in) investing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118167,708 36,085 20,639 37,206 (6,836)
Net cash generated
from/(used in) financing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,217 146,104 87,245 122,260 (16,197)
Net (decrease)/increase in
cash and cash equivalents /H1118 (368,128) 64,774 79,967 76,995 (34,442)
Cash and cash equivalents
at the beginning of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118443,736 180,931 294,915 294,915 400,370
Cash and cash equivalents
at the end of year/period /H1118 180,931 294,915 400,370 384,251 360,552
We recorded net operating cash outflow during the Track Record Period. We recorded net
cash used in operating activities of RMB561.1 million, RMB117.4 million and RMB27.9
million for the years ended December 31, 2022, 2023 and 2024, respectively. For the six
months ended June 30, 2024 and 2025, we recorded net cash used in operating activities of
RMB82.5 million and RMB11.4 million, respectively. The net operating outflow was primarily
due to our significant investments in research and development efforts to enhance our products
and technological capabilities. For the six months ended June 30, 2025, our upfront
investments generated solid returns, contributing to a 13.9% year-on-year revenue increase.
Together with strengthened cost control measures, this led to a significant improvement in net
operating cash flows. We expect to further improve our net operating cash flows in the year
ending December 31, 2025.
SUMMARY
–2 3–


--- page 34 ---
In the future, we expect to improve our net operating cash flow position by taking
advantage of (i) our continued revenue growth by expanding our products and services and
strengthening our loyal and quality client base, (ii) our optimization of costs and expenses,
including our enhanced R&D efficiency, and (iii) our improved working capital efficiency.
KEY OPERATING DATA
The following table sets forth certain of our key operating data for the periods indicated:
For the Y ear Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
Number of clients (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,485 1,880 1,841 1,445 1,589
under marketing intelligence /H1118/H1118/H1118 891 1,163 1,219 984 1,075
under operational intelligence /H1118/H1118/H1118 583 719 637 476 532
Number of KA clients (2)(3) /H1118/H1118/H1118/H1118/H1118/H111872 77 79 66 77
under marketing intelligence (3) /H1118/H1118 56 52 54 46 50
under operational intelligence (3) /H1118 15 19 24 21 27
Revenue contribution from KA
clients (in RMB million)
under marketing intelligence /H1118/H1118/H1118532.3 478.6 470.1 206.3 222.7
under operational intelligence /H1118/H1118 254.2 467.0 412.9 180.5 212.1
Cross-sell rate (across business
lines) (4) (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811.8 11.9 19.7 15.2 16.0
Cross-sell rate (across multiple
products) (5) (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111890.4 89.6 96.2 86.4 86.8
Retention rate (6) (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111891.7 93.1 87.0 84.4 89.9
Notes:
(1) Represents the number of clients that contributed over RMB10,000 to our revenue in a year or the number of
clients that contributed over RMB5,000 to our revenue in a half-year period. The decrease in the total number
of clients from 2023 to 2024 was mainly attributable to the decrease in the number of clients in relation to
customized services offered under operational intelligence, as we adopted a more standardized product-focused
strategy within the operational intelligence domain in 2024.
(2) Represents the number of clients that contribute over RMB3.0 million to our revenue in a year or contribute
over RMB1.5 million to our revenue in a half-year period, which is an industry norm commonly adopted in
the data intelligence application software market in China, according to Frost & Sullivan.
(3) The sum of (i) the total number of KA clients under marketing intelligence and (ii) the total number of KA
clients under operational intelligence is not equal to the total number of KA clients for the Group because
certain KA clients are counted as both KA clients under marketing intelligence and as KA clients under
operational intelligence. The number of overlapping KA clients under marketing intelligence and operational
intelligence was 3, 4, 2, 2 and 3 in 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025,
respectively. Additionally, the total number of KA clients for the Group also counts the number of KA clients
under industry solutions. For the year ended December 31, 2022, 2023 and 2024 and the six months ended June
30, 2024 and 2025, we had 4, 10, 3, 1 and 3 KA clients under industry solutions, respectively.
SUMMARY
–2 4–


--- page 35 ---
(4) A percentage, calculated as the total number of KA clients that contribute revenue to us under both marketing
intelligence and operational intelligence business lines in a specified period over the aggregate number of KA
clients of the two business lines in the same period.
(5) A percentage, calculated as the total number of KA clients that contribute revenue to us under at least two
products of our Group, regardless of business line, in a specified period over the total number of KA clients
of our Group.
(6) A percentage, calculated as the number of KA clients in the previous period that contributed revenue to us in
the current period over the total number of KA clients in the previous period. The decrease in retention rate
from 2023 to 2024 was mainly driven by (i) the phase out of industry solutions, which led to the corresponding
decrease in retention rate for this business line and (ii) the fact that certain customized services under
operational intelligence provided to a limited number of former KA clients are not recurring on a yearly basis,
resulting in such clients contributing no revenue in 2024. The latter reason is a temporary result of our
standardized product-focused strategy within the operational intelligence domain as we exercise greater
caution in signing customized service contracts while actively enhancing the development and sales of our
standardized products.
KEY FINANCIAL RATIOS
The following table sets forth certain of our key financial ratios as of the dates or for the
periods indicated:
As of/For the Y ear Ended December 31,
As of/For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
Gross profit margin (1) (%) /H1118/H1118 53.2 50.1 51.6 50.6 55.9
Operating (loss)/income
margin (2) (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(79.5) (14.4) (9.6) (15.0) 1.0
Adjusted operating
(loss)/profit margin (non-
HKFRS measure)
(3) (%) /H1118/H1118 (73.3) (8.1) 0.04 (7.5) 4.2
Current ratio (4) (%) /H1118/H1118/H1118/H1118/H1118/H111815.0 15.4 15.4 14.7
Gearing ratio (5)(%) /H1118/H1118/H1118/H1118/H1118/H111850.9 48.1 13.6 13.4
Notes:
(1) Gross profit margin is calculated by dividing gross profit for a period by total revenue for the same
period.
(2) Operating (loss)/income margin is calculated by dividing operating (loss)/income for a period by total
revenue for the same period.
(3) Adjusted operating (loss)/profit margin (non-HKFRS measure) is calculated by dividing adjusted
operating (loss)/profit (non-HKFRS measure) for a period by total revenue for the same period.
(4) Current ratio is calculated by dividing current assets by current liabilities as of the end of the period.
The current ratio was primarily impacted by the convertible redeemable preferred shares, warrants and
convertible notes, recorded under current liabilities and amounting to RMB7,561.9 million,
RMB7,314.1 million, RMB7,816.4 million and RMB7,991.3 million as of December 31, 2022, 2023,
and 2024 and June 30, 2025, respectively.
(5) Gearing ratio is calculated by dividing net debt by the sum of capital and net debt. Net debt includes
trade and bills payables, financial liabilities included in other payables and accruals, interest-bearing
bank and other borrowings and lease liabilities, less cash and cash equivalents and time deposits. Capital
includes the preferred shares, warrants and convertible notes, other liabilities and equity. For further
details, see Note 43 of the Accountants’ Report in Appendix I to this document.
SUMMARY
–2 5–


--- page 36 ---
BUSINESS SUSTAINABILITY
We had operating losses of RMB1,008.9 million, RMB210.9 million and RMB132.3
million for the years ended December 31, 2022, 2023, and 2024, respectively. We had operating
loss of RMB84.5 million for the six months ended June 30, 2024, as compared to operating
income of RMB6.1 million for the six months ended June 30, 2025. We recorded operating
income for the six months ended June 30, 2025, mainly driven by revenue growth from
enhanced product capabilities and AI innovation, coupled with effective cost reduction through
stringent cost control measures and the implementation of AI agent technologies. The operating
losses from 2022 to 2024 were primarily due to our upfront investment in data intelligence
technologies and application software and limited client cognition and market adoption of
innovative solutions.
 Upfront investment in data intelligence technologies and application software . Since
2018, we have invested substantial research and development resources to enhance
our technology capabilities. This strategic investment has led to the introduction and
application of innovative technologies such as MLLM, HMLLM, and HRAG in our
product and solution offerings. These advancements have significantly strengthened
our technology reserve and positioned us at the forefront of industry innovation.
From 2021 to 2022, we underwent a rigorous phase of the development of
organizational intelligence and industry solutions which was crucial for refining our
technologies and understanding market needs. Based on the insights gained, we
strategically adjusted our focus towards marketing intelligence and operational
intelligence, areas where we identified the highest potential for growth and client
value. The substantial upfront investments in R&D, coupled with the necessary trial
and error phase, have contributed to our Group’s loss-making positions during the
Track Record Period. Despite our long operating history since 2006, these
investments were essential for achieving technological breakthroughs and
maintaining our competitive edge. The focus on long-term innovation and strategic
realignment has positioned us for future profitability and sustainable growth.
 Limited client cognition and market adoption of innovative solutions . Despite the
vast market potential for data intelligence products and solutions, the complexity of
these offerings often results in a limited understanding among potential clients
regarding their value and application scenarios. This necessitates significant efforts
in educating and promoting our offerings to clients. For instance, traditional
industries may harbor skepticism about integrating data intelligence solutions to
optimize their marketing strategies or sales processes. Clients that are new to data
intelligence solutions typically begin by deploying our products and solutions on a
limited basis. Despite this limited initial deployment, they demand extensive
configuration, integration services, and engage in rigorous price negotiations. This
increases our upfront investment in the sales effort without any guarantee that these
clients will expand the deployment of our solutions across their organization to a
degree that justifies our substantial initial investment. As a result, we incurred
significant expenses, time, and effort in pursuing sales of our innovative solutions
without any assurance of their widespread adoption during the Track Record Period.
SUMMARY
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However, we believe that our leading position in the data intelligence industry, our large
and loyal client base, robust technology and product capabilities, and the increasing
sophistication of enterprises that enjoy data intelligence products and solutions provide a solid
foundation for sustainable long-term growth. We plan to achieve breakeven and profitability in
the operating level by expanding our revenue scale, improving gross margin, and enhancing
operating leverage.
 Expanding revenue scale. Our revenue grew from RMB1,269.3 million for the year
ended December 31, 2022 to RMB1,462.0 million for the year ended December 31,
2023, albeit a decline to RMB1,381.4 million for the year ended December 31, 2024
driven by our goal to achieve a balanced revenue structure and sustainable growth
in the long term. Our revenue achieved growth from RMB565.1 million for the six
months ended June 30, 2024 to RMB643.8 million for the six months ended June 30,
2025. The number of our KA clients under marketing intelligence was 56, 52 and 54
for the year ended December 31, 2022, 2023 and 2024, respectively, and was 46 and
50 for the six months ended June 30, 2024 and 2025, respectively. Additionally, our
cross-sell rate across multiple products was 90.4%, 89.6%, 96.2% for the year ended
December 31, 2022, 2023 and 2024, respectively, and was 86.4% and 86.8% or the
six months ended June 30, 2024 and 2025, respectively. See “Summary—Key
Operating Data” for more information. We expect to see a positive trend in our
revenue growth driven by favorable market trends and effective sales strategy,
continual expansion of our client base, and particularly, or KA clients, and a
diversified product portfolio.
 Improving our gross margin. Our ability to increase our gross margin is crucial to
our business success and profitability. We plan to further improve our gross margins
through diversifying revenue streams through AI-driven product innovation,
engaging in continuous innovation to develop products with higher gross margin and
leveraging AI technologies to enhance operational efficiency.
 Enhancing our operating leverage. During the Track Record Period, we incurred
significant operating expenses, including research and development, administrative,
and selling and marketing expenses, to develop, manage, and promote our data
intelligence application software. Moving forward, we aim effectively manage our
R&D, administrative and sales and marketing efficiency to support our sustainable
growth.
We recorded adjusted net loss (non-HKFRS measure) of RMB1,098.7 million, RMB174.1
million, RMB45.1 million and RMB48.4 million for the years ended December 31, 2022, 2023,
and 2024 and the six months ended June 30, 2024, respectively. We recorded adjusted net profit
(non-HKFRS measure) of RMB24.9 million for the six months ended June 30, 2025. Our net
operating cash outflow decreased from RMB561.1 million in 2022 to RMB117.4 million in
2023, and further to RMB27.9 million in 2024. It further decreased from RMB82.5 million for
the six months ended June 30, 2024 to RMB11.4 million for the six months ended June 30,
2025. As of August 31, 2025, we had cash and cash equivalent of RMB348.4 million. Based
SUMMARY
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on the foregoing, our Directors believe that our business is sustainable. Taking into account our
financial resources on hand, the anticipated cash flows to be generated from our operations,
and the estimated net proceeds we expect to receive from the Global Offering, our Directors
are of the view that we will have available sufficient working capital to meet our present
requirements and for at least the next twelve months from the date of this document. See
“Financial Information—Business Sustainability” for further details.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Listing Committee of the Stock Exchange for the listing of, and
permission to deal in, (i) the Class A Shares in issue and to be issued pursuant to the Global
Offering (including the additional Class A Shares which may be issued pursuant to the exercise
of the Over-allotment Option); (ii) the Class A Shares to be issued pursuant to the Share
Incentive Plans; and (iii) the Class A Shares that are issuable upon conversion of the Class B
Shares on a one to one basis. We satisfy the market capitalization/revenue test under Rules
8.05(3) and 8A.06(2) of the Listing Rules, which exceeds HK$10 billion in market
capitalization (based on the expected total number of issued Shares upon Listing (subject to the
Assumptions) and the Offer Price of HK$141.00 per Offer Share) and HK$1 billion in revenue
(based on the revenue recorded in our audited accounts for the financial year ended December
31, 2024).
DIVIDEND
We are an exempted company incorporated under the laws of the Cayman Islands. As a
result, the payment and amount of any future dividend will also depend on the availability of
dividends received from our subsidiaries. PRC laws require foreign-invested enterprises to set
aside at least 10% of their after-tax profits every year, if any, as the statutory common reserves
until these reserves have reached 50% of the registered capital of the enterprise, which are not
available for distribution as cash dividends. Dividend distribution to our shareholders is
recognized as a liability in our financial statements in the period in which the dividends are
approved by our Board.
We currently do not have a formal dividend policy or a predetermined dividend payout
ratio. Any future determination to pay dividends will be made at the discretion of our Directors
and may be based on a number of factors, including our future operations and earnings, capital
requirements and surplus, general financial condition, contractual restrictions and other factors
that our Directors may deem relevant. As advised by our Cayman Islands counsel, under
Cayman Islands law, a Cayman Islands company may pay a dividend out of either profits or
share premium account, provided that in no circumstances may a dividend be declared or paid
if this would result in our Company being unable to pay its debts as they fall due in the ordinary
course of business. Investors should not purchase our shares with the expectation of receiving
cash dividends. We did not declare or pay any dividends on our shares during the Track Record
Period and we do not anticipate paying any cash dividends in the foreseeable future.
SUMMARY
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OFFERING STATISTICS
All statistics in the following table are based on the assumptions that: (i) the Global
Offering has been completed and 7,219,000 Shares are issued pursuant to the Global Offering,
(ii) the Over-allotment Option is not exercised, and (iii) 144,378,361 Shares are issued and
outstanding following the completion of the Global Offering.
Based on an Offer Price of
HK$141.00 per Share
Market capitalization of our Shares (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$20,357.3 million
Unaudited pro forma adjusted consolidated net tangible
assets per Share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$11.16
Notes:
(1) The calculation of market capitalization is based on Shares expected to be in issue immediately upon
completion of the Global Offering.
(2) The unaudited pro forma adjusted consolidated net tangible asset per Share attributable to equity
shareholder of the Company is calculated after making the adjustments referred to in Appendix II and
on the basis that Shares are expected to be in issue immediately upon completion of the Global Offering.
For the calculation of the unaudited pro forma adjusted consolidated net tangible asset
value per Share attributed to our Shareholders, see “Unaudited Pro Forma Financial
Information” in Appendix II.
LISTING EXPENSES
Based on the Offer Price of HK$141.00 per share, the gross proceeds of the Company’s
Global Offering are expected to be approximately HK$1,017.9 million, assuming the
Over-allotment Option is not exercised and no additional Shares are issued pursuant to the
Share Incentive Plans. Under such basis, the total estimated listing expenses is expected to be
approximately HK$115.7 million, which accounts for approximately 11.4% of the gross
proceeds of the Company’s Global Offering. Underwriting-related listing expenses, including
underwriting fees and incentive fees, are expected to amount to approximately HK$40.7
million. In addition, non-underwriting-related listing expenses are expected to amount to
approximately HK$75.0 million, which accounts for approximately 7.4% of the gross proceeds
of the Company’s Global Offering, assuming the Over-allotment Option is not exercised.
Among such non-underwriting-related listing expenses, HK$55.6 million is expected to be
incurred in connection with fees and expenses of legal advisors and accountants and HK$19.3
million is expected to be incurred in connection with other fees and expenses. The Company
believes that the abovementioned fees and expenses to be incurred in relation to the Company’s
Global Offering are in line with market standards for global offerings of similar size and none
of them is unusually high.
SUMMARY
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An aggregate amount of RMB53.4 million was charged to our consolidated statements of
profit or loss as of June 30, 2025 and RMB10.7 million was charged to our consolidated
statements of profit or loss for the six months ended June 30, 2025. We estimate that an
additional amount of RMB11.6 million will be charged to our consolidated statements of profit
or loss for the year ended December 31, 2025. The balance of approximately RMB40.6 million,
which mainly includes underwriting-related listing expenses, is expected to be accounted for
as a deduction from equity upon the completion of the Global Offering.
USE OF PROCEEDS
Based on the Offer Price of HK$141.00 per Share, we estimate that we will receive net
proceeds of HK$902.2 million from the Global Offering after deducting the underwriting
commissions and other estimated offering expenses paid and payable by us in connection with
the Global Offering and assuming that the Over-allotment Option is not exercised. In line with
our strategies, we intend to use our proceeds from the Global Offering for the purposes and in
the amounts set forth below:
 Approximately 35% (approximately HK$315.8 million) of the net proceeds is
expected to be used over the next three years for the enhancement of our technology
research and development capabilities.
 Approximately 40% (approximately HK$360.9 million) of the net proceeds is
expected to be used for product development to enrich our product mix.
 Approximately 15% (approximately HK$135.3 million) of the net proceeds is
expected to be used for marketing, branding, and sales force expansion, aimed at
further growing our client base and deepening our foothold in the data intelligence
industry.
 Approximately 10% (approximately HK$90.2 million) of the net proceeds is
expected to be used for working capital and general corporate purposes.
See “Future Plans and Use of Proceeds” for more details.
REGULATORY FILING FOR THE GLOBAL OFFERING
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
() and five supporting guidelines (the
“Overseas Offering and Listing Trial Measures ”), which came into effect on March 31,
2023. The Overseas Offering and Listing Trial Measures comprehensively reformed the
regulatory regime for overseas securities offerings and listings by China-based companies,
conducted either in direct or indirect manners, by adopting a filing-based regulatory
mechanism. See “Regulations—Regulations Relating to M&A and Overseas Listing” for
details.
SUMMARY
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According to the Overseas Offering and Listing Trial Measures, this Global Offering shall
be deemed as an indirect offering by PRC domestic enterprise, and we are required to submit
and have submitted filings with the CSRC within three business days after we submit
application for this Global Offering. The CSRC confirmed completion of such filings on
August 28, 2025. See “Risk Factors—Risks Relating to Doing Business in the Country Where
We Primarily Operate—We may be subject to the approval or other requirements of the CSRC
or other PRC governmental authorities in connection with overseas offerings and future capital
raisings activities.”
LEGAL PROCEEDINGS AND COMPLIANCE
During the Track Record Period and up to the Latest Practicable Date, there were no legal
proceedings pending or threatened against us or our Directors that could, individually or in the
aggregate, have a material adverse effect on our business, financial condition and results of
operations. During the Track Record Period and up to the Latest Practicable Date, we had not
been and were not involved in any material noncompliance incidents that have led to fines,
enforcement actions, or other penalties that could, individually or in the aggregate, have a
material adverse effect on our business, financial condition, and results of operations.
RECENT DEVELOPMENT
In September 2025, we launched DeepMiner, a trusted business intelligence agent and
next-generation enterprise AI assistant. DeepMiner represents a strategic upgrade and
technological leap from our Xiaoming Co-pilot offering, building on our experience in
AI-driven decision making. By integrating advanced reasoning capabilities and enabling
human-like software interactions, DeepMiner fundamentally enhances system flexibility, data
connectivity, and user experience. DeepMiner leverages a multi-agent “Foundation Agent”
architecture, in which specialized sub-agents, each with domain-specific expertise, collaborate
to deliver end-to-end solutions from data collection and analysis to insight generation, decision
making, and execution of actual marketing and operational tasks. For details, see
“Business—Large Model Products—DeepMiner.”
We expect to record a significant increased net loss for the year ending December 31,
2025 mainly due to the increased fair value loss of preferred shares due to the increase in our
Company’s value. Meanwhile, we anticipate that the effects of our standardized product
strategy and the commercialization of our new products such as insightFlow CMS will require
additional time to fully materialize and contribute significantly to our revenue. Additionally,
we expect to see a substantial increase in our investment in research and development for new
products, such as our large model products. This investment is crucial for our long-term growth
in the competitive data intelligence application software industry but will impact our
short-term profitability. Furthermore, to enhance brand awareness and market penetration, we
plan to increase our sales and marketing efforts, which will also contribute to our net loss
position in the short term.
SUMMARY
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IMPACT OF COVID-19 ON OUR OPERATIONS AND FINANCIAL PERFORMANCE
The COVID-19 pandemic and its lingering impact had affected our operations and
financial performance. During the pandemic, our sales and marketing efforts were temporarily
suspended. Our business, mainly the marketing intelligence business, was negatively impacted
amidst weak consumer sentiment and enterprises’ reduced spending on marketing campaigns,
primarily driven by a challenging macroeconomic environment during the COVID-19
pandemic and its lingering impacts between 2022 and 2023.
We have taken various measures to mitigate the impact of COVID-19 including (1)
developing more cost-effective or standardized products and solutions such as real-time API
(RTA) for precision advertising placement at scale under marketing intelligence and franchise
management for large restaurant chains under operational intelligence, (2) adopting a
marketing strategy to increasingly focus on small and medium-sized enterprise clients while
providing high-quality services to KA clients, and (3) implementing more stringent cost
control. In addition, we deepened the AI-powered product and solution integration in the food
and beverage industry through obtaining control over Shanghai Mingsheng Pinzhi Artificial
Intelligence Technology Co., Ltd, or Mingsheng Pinzhi, on May 30, 2022. As a result, we
expanded our portfolio of offerings under the operational intelligence business. Our revenue
from operational intelligence increased by 63.8% from RMB363.1 million for the year ended
December 31, 2022 to RMB594.7 million for the year ended December 31, 2023.
Despite the negative impact of COVID-19 on our marketing intelligence business from
2022 to 2023, our business remained resilient. Our total revenue increased by 15.2% from
RMB1,269.3 million for the year ended December 31, 2022 to RMB1,462.0 million for the year
ended December 31, 2023, primarily attributable to the increase in revenue from operational
intelligence. We are of the view that the overall impact of the COVID-19 pandemic on our
business operation and financial performance had been immaterial during the Track Record
Period and up to the Latest Practicable Date. As the COVID-19 pandemic has since subsided,
we do not anticipate further adverse impact on our business and financial performance. See
“Risk Factors—Risks Relating to Our Business and Industry—We face risks relating to natural
disasters, health epidemics and other outbreaks, which could significantly disrupt our
operations.”
NO MATERIAL ADVERSE CHANGE
After performing sufficient due diligence work which our Directors consider appropriate
and after due and careful consideration, the Directors confirm that, up to the date of this
document, there has been no material adverse change in our financial or trading position or
prospects since June 30, 2025, which is the end date of the periods reported on in the
Accountants’ Report included in Appendix I to this document, and there has been no event
since June 30, 2025 that would materially affect the information as set out in the Accountant’s
Report included in Appendix I to this document.
SUMMARY
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In this document, unless the context otherwise requires, the following terms shall
have the following meanings. Certain technical terms are explained in the section headed
“Glossary of Technical Terms.”
“2010 Share Plan ” the share incentive plan our Company adopted on
November 23, 2010, as amended from time to time, the
principal terms of which are set out in “Statutory and
General Information—Share Incentive Plans—Pre-
Listing Share Plans—2010 Share Plan” in Appendix IV
“2011 Share Plan ” the share incentive plan our Company adopted on
October 19, 2011, as amended from time to time, the
principal terms of which are set out in “Statutory and
General Information—Share Incentive Plans—Pre-
Listing Share Plans—2011 Share Plan” in Appendix IV
“2020 Share Incentive Plan ” the share incentive plan our Company adopted on
October 21, 2020, as amended from time to time, the
principal terms of which are set out in “Statutory and
General Information—Share Incentive Plans—Pre-
Listing Share Plans—2020 Share Incentive Plan” in
Appendix IV
“Accountants’ Report ” the accountants’ report of our Company for the Track
Record Period, as included in the Accountants’ Report in
Appendix I
“affiliate(s) ” with respect to any specified person, any other person,
directly or indirectly, controlling or controlled by or
under direct or indirect common control with such
specified person
“AFRC ” the Accounting and Financial Reporting Council
“Articles ”o r“ Articles of
Association ”
the amended and restated articles of association of the
Company conditionally adopted by special resolutions
passed on October 15, 2025, with effect from the Listing
Date
“associate(s) ” has the meaning ascribed to it under the Listing Rules
DEFINITIONS
–3 3–


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“Assumptions ” the assumptions that: (i) the Over-allotment Option is not
exercised; (ii) all shares of the Company held by Mine
Mine International Limited, a Controlling Shareholder
and controlled by the WVR Beneficiary is converted to
Class B Shares; (iii) all issued shares of the Company
(other than those held by Mine Mine International
Limited) is converted to Class A Shares, taking into
account that each preferred share shall be converted into
Class A Share at the then effective conversion price
applicable to each series of preferred shares; and (iv)
there are no other share capital changes in the Company
since the Latest Practicable Date other than under the
Global Offering; and with respect to voting percentage,
without considering the V oluntary WVR V oting
Restriction
“Board ” the board of Directors
“business day ” any day (other than a Saturday, Sunday or public holiday
in Hong Kong) on which banks in Hong Kong are
generally open for normal banking business
“BVI” the British Virgin Islands
“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 ”o r
“Companies Act ”
the Companies Act (As Revised) of the Cayman Islands,
as amended or supplemented from time to time
“CCASS ” Central Clearing and Settlement System
“China ”o r“ the PRC ” the People’s Republic of China, and for the purposes of
this document only, except where the context requires
otherwise, excluding Hong Kong, the Macao Special
Administrative Region of the People’s Republic of China
and Taiwan
“Class A Shares ” class A ordinary shares of the share capital of the
Company with a par value of US$0.001 each, conferring
a holder of a class A ordinary share one vote per share on
any resolution tabled at the Company’s general meeting
DEFINITIONS
–3 4–


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“Class B Shares ” class B ordinary shares of the share capital of the
Company with a par value of US$0.001 each, conferring
weighted voting rights in the Company such that a holder
of a class B ordinary share is entitled to ten votes per
share on any resolution tabled at the Company’s general
meeting, save for resolutions with respect to any
Reserved Matters, in which case they shall be entitled to
one vote per share
“Companies Ordinance ” 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 ”
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 ,” or
“the Company ”
Mininglamp Technology (formerly known as Leading
Smart Holdings Limited), a business company
incorporated under the laws of the BVI on February 1,
2010, and registered by way of continuation in the
Cayman Islands on January 15, 2019 as an exempted
company with limited liability under the laws of the
Cayman Islands
“connected person(s) ” has the meaning ascribed to it under the Listing Rules
“connected transaction(s) ” has the meaning ascribed to it under the Listing Rules
“Controlling Shareholder(s) ” has the meaning ascribed to it under the Listing Rules and
refer to the persons set out in the section headed
“Relationship with the Controlling Shareholders”
“CSRC ” the China Securities Regulatory Commission of the PRC
(ึ)
“Director(s) ” the director(s) of our Company
“EIT” enterprise income tax
DEFINITIONS
–3 5–


--- page 46 ---
“Extreme Conditions ” the occurrence of a No. 8 typhoon warning signal or
above, a black rainstorm warning signal and/or “extreme
conditions” as announced by the Hong Kong government
“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
“Frost & Sullivan ” Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., an
independent professional market research and consulting
company
“Frost & Sullivan Report ” an independent market research report commissioned by
us and prepared by Frost & Sullivan for the purpose of
this document
“Global Offering ” the Hong Kong Public Offering and the International
Offering
“Governmental Authority ” any governmental, regulatory, or administrative
commission, board, body, authority, or agency, or any
stock exchange, self-regulatory organization, or other
non-governmental regulatory authority, or any court,
judicial body, tribunal, or arbitrator, in each case whether
national, central, federal, provincial, state, regional,
municipal, local, domestic, foreign, or supranational
“Group ,” “ our Group ,” “ the
Group ,” “ we,” “ us,” or “ our”
our Company and its subsidiaries, and where the context
requires, in respect of the period prior to our Company
becoming the holding company of its present
subsidiaries, such subsidiaries as if they were
subsidiaries of our Company at the relevant time
“Guide for New Listing
Applicants ”
the Guide for New Listing Applicants issued by the Stock
Exchange in December 2023, with effect from January 1,
2024, as amended and supplemented from time to time
“HK”o r“ Hong Kong ” the Hong Kong Special Administrative Region of the
People’s Republic of China
DEFINITIONS
–3 6–


--- page 47 ---
“HK eIPO White Form ” the application for Hong Kong Offer Shares to be issued
in the applicant’s own name, submitted online through
the designated website at www.hkeipo.hk
“HK eIPO White Form Service
Provider ”
the HK eIPO White Form service provider designated
by our Company as specified on the designated website at
www.hkeipo.hk
“HKSCC ” Hong Kong Securities Clearing Company Limited, a
wholly-owned subsidiary of Hong Kong Exchanges and
Clearing Limited
“HKSCC EIPO channel ” the arrangement in HKSCC Operational Procedures for
instructions to be given electronically to HKSCC by
participants via FINI for applications to be made on their
behalf for new issue shares and for the payment of
application moneys, and for those instructions to be acted
upon
“HKSCC Nominees ” HKSCC Nominees Limited, a wholly-owned subsidiary
of HKSCC
“HKSCC Operational
Procedures ”
the operational procedures of the HKSCC, containing the
practices, procedures and administrative or other
requirements relating to HKSCC’s services and the
operations and functions of the systems established,
operated and/or otherwise provided by or through
HKSCC (including FINI and CCASS) as from time to
time in force
“HKSCC Participant(s) ” a participant admitted to participate in CCASS as a direct
clearing participant, a general clearing participant or a
custodian participant
“Hong Kong dollars ”o r“ HK
dollars ”o r“ HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong Offer Shares ” the 721,920 Class A Shares offered pursuant to the Hong
Kong Public Offering
DEFINITIONS
–3 7–


--- page 48 ---
“Hong Kong Public Offering ” the offer of the Hong Kong Offer Shares for subscription
by the public in Hong Kong at the Offer Price (plus
brokerage of 1%, SFC transaction levy of 0.0027%,
AFRC transaction levy of 0.00015% and Stock Exchange
trading fee of 0.00565%) on the terms and subject to the
conditions described in this document, as further
described in the section headed “Structure of the Global
Offering—The Hong Kong Public Offering”
“Hong Kong Share Registrar ” Tricor Investor Services Limited
“Hong Kong Takeovers Code ”
or “ Takeovers Code ”
Code on Takeovers and Mergers and Share Buy-backs
issued by the SFC, as amended, supplemented or
otherwise modified from time to time
“Hong Kong Underwriters ” the underwriters of the Hong Kong Public Offering as
listed in the section headed “Underwriting—Hong Kong
Underwriters”
“Hong Kong Underwriting
Agreement ”
the underwriting agreement, dated Wednesday, October
22, 2025, relating to the Hong Kong Public Offering,
entered into by, among others, our Company, Mr.
Minghui Wu, Mine Mine International Limited, Equation
Holding Limited, Market Pro Holdings Limited, China
International Capital Corporation Hong Kong Securities
Limited and the Hong Kong Underwriters, as further
described in the section headed
“Underwriting—Underwriting Arrangements and
Expenses—Hong Kong Public Offering—Hong Kong
Underwriting Agreement”
“Independent Third Party(ies) ” a person or entity which, to the best of our Directors’
knowledge, information, and belief having made all
reasonable enquiries, is not a connected person of our
Company within the meaning of the Listing Rules
“International Offer Shares ” the 6,497,080 Class A Shares being initially offered for
subscription under the International Offering together,
where relevant, with any additional Class A Shares that
may be sold pursuant to any exercise of the Over-
allotment Option
DEFINITIONS
–3 8–


--- page 49 ---
“International Offering ” the conditional placing of the International Offer Shares
at the Offer Price outside the United States in offshore
transactions in accordance with Regulation S or any other
available exemption from the registration requirements
under the U.S. Securities Act, as further described in the
section headed “Structure of the Global Offering”
“International Underwriters ” the underwriters of the International Offering
“International Underwriting
Agreement ”
the international underwriting agreement, expected to be
entered into on or about Tuesday, October 28, 2025,
relating to the International Offering, expected to be
entered into by, among others, our Company, the Sole
Sponsor, our Controlling Shareholders, the Sole Sponsor-
Overall Coordinator and the International Underwriters,
as further described in the section headed
“Underwriting—International Offering—International
Underwriting Agreement”
“Joint Bookrunners ” the joint bookrunners as named in the section headed
“Directors and Parties Involved in the Global Offering”
of this prospectus
“Joint Global Coordinators ” the joint global coordinators as named in the section
headed “Directors and Parties Involved in the Global
Offering” of this prospectus
“Joint Lead Managers ” the joint lead managers as named in the section headed
“Directors and Parties Involved in the Global Offering”
of this prospectus
“Latest Practicable Date ” October 14, 2025, being the latest practicable date for
ascertaining certain information in this document before
its publication
“Laws ” all laws, statutes, legislation, ordinances, rules,
regulations, guidelines, opinions, notices, circulars,
orders, judgments, decrees, or rulings of any
Governmental Authority (including, without limitation,
the Stock Exchange and the SFC) of all relevant
jurisdictions
“Listing ” the listing of the Class A Shares on the Main Board of the
Stock Exchange
DEFINITIONS
–3 9–


--- page 50 ---
“Listing Committee ” the Listing Committee of the Stock Exchange
“Listing Date ” the date, expected to be on or about Monday, November
3, 2025, on which the Class A Shares are to be listed and
on which dealings in the Class A Shares are to be first
permitted to take place on the Stock Exchange
“Listing Rules ” the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, as amended,
supplemented or otherwise modified from time to time
“M&A Rules ” the Regulations on Mergers and Acquisitions of Domestic
Enterprises by Foreign Investors (Իᒅ
)
“Main Board ” the stock exchange (excluding the option market)
operated by the Stock Exchange which is independent
from and operates in parallel with the Growth Enterprise
Market of the Stock Exchange
“Memorandum ”o r
“Memorandum of
Association ”
the amended and restated memorandum of association of
the Company conditionally adopted by special
resolutions passed October 15, 2025, with effect from the
Listing Date
“Miaozhen Information
Technology ”
Miaozhen Information Technology Co., Ltd. (Ҧ
ʮ̡), a company established in the PRC with
limited liability on June 13, 2010 and a wholly-owned
subsidiary of our Company
“MIIT ” Ministry of Industry and Information Technology of the
PRC (ʷ௅) (formerly known
as the Ministry of Information Industry)
“Mininglamp Software ” Beijing Mininglamp Software System Co., Ltd. (׼
ʮ̡), a company established in the PRC
with limited liability on April 3, 2014 and a subsidiary of
our Company
“Mininglamp Zhaohui ” Beijing Mininglamp Zhaohui Technology Co., Ltd. ( ̏ԯ
ʮ̡), a company established in the
PRC with limited liability on November 3, 2005 and a
wholly-owned subsidiary of our Company
DEFINITIONS
–4 0–


--- page 51 ---
“MOF” the Ministry of Finance of the PRC (݁
௅)
“MOFCOM ” the Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷
ਠਕ௅)
“Mr. Wu ,” “ WVR Beneficiary ”
or “ Founder ”
Mr. Minghui Wu, our founder, executive Director,
chairman of the Board, chief executive officer and
Controlling Shareholder, as well as the holder of the
Class B Shares entitling him to weighted voting rights as
detailed in the section headed “Share Capital—Weighted
V oting Rights Structure”
“NDRC ” National Development and Reform Commission of the
PRC (ึ)
“NPC” National People’s Congress of the PRC (ɽ
ึ)
“Offer Price ” HK$141.00 per Offer Share (exclusive of brokerage of
1%, SFC transaction levy of 0.0027%, AFRC transaction
levy of 0.00015% and Stock Exchange trading fee of
0.00565%)
“Offer Share(s) ” the Hong Kong Offer Shares and the International Offer
Shares, being Class A Shares, together, where relevant,
with any additional Class A Shares to be issued by our
Company pursuant to the exercise of the Over-allotment
Option
“Over-allotment Option ” the option expected to be granted by our Company to
the International Underwriters, exercisable by the
Stabilization Manager on behalf of the International
Underwriters for up to 30 days from the day following the
last day for the lodging of applications under the Hong
Kong Public Offering, to require our Company to allot
and issue up to 1,082,800 additional Class A Shares
(representing in aggregate approximately 15% of the
initial Offer Shares) to the International Underwriters to,
among other things, cover over-allocations in the
International Offering, if any, details of which are
described in the section headed “Structure of the Global
Offering—Over-allotment Option”
DEFINITIONS
–4 1–


--- page 52 ---
“PBOC ” People’s Bank of China
“Post-Listing Share Plan ” the post-Listing share incentive plan to be funded by new
Class A Shares adopted by the Company and to take
effect upon Listing, the details of which are summarized
in the section headed “Statutory and General
Information—Share Incentive Plans—Post-Listing Share
Plan” in Appendix IV
“PRC EIT Law ” the PRC Enterprise Income Tax Law ( ʕശɛ͏΍ձ਷
), promulgated on March 16, 2007 and
came into effect on January 1, 2008 and was most
recently amended on December 29, 2018 which became
effective on the same date
“PRC Legal Advisor ” Zhong Lun Law Firm, our legal advisor on PRC law
“Pre-IPO Investment(s) ” the investment(s) in our Company undertaken by the
Pre-IPO Investors prior to our Listing, the details of
which are set out in the section headed “History,
Reorganization and Corporate Structure”
“Pre-IPO Investor(s) ” the investors in our Company prior to our Listing, as set
out in the section headed “History, Reorganization and
Corporate Structure”
“Pre-IPO Preferred Shares ” the Series A-1 Preferred Shares, the Series A-2 Preferred
Shares, the Series A-3 Preferred Shares, the Series A-4
Preferred Shares, the Series A-5 Preferred Shares, the
Series A-6 Preferred Shares, the Series B-1 Preferred
Shares, the Series B-2 Preferred Shares, the Series B-3
Preferred Shares, the Series B-4 Preferred Shares, the
Series B-5 Preferred Shares, the Series C-1 Preferred
Shares, the Series C-2 Preferred Shares, the Series C-3
Preferred Shares, the Series C-4 Preferred Shares, the
Series C-5 Preferred Shares, the Series C-6 Preferred
Shares, the Series C-7 Preferred Shares, the Series C-8
Preferred Shares, the Series C-9 Preferred Shares, the
Series D-1 Preferred Shares, the Series D-2 Preferred
Shares, the Series E-1 Preferred Shares, the Series E-2
Preferred Shares, the Series F-1 Preferred Shares, the
Series F-2 Preferred Shares and the Series F-3 Preferred
Shares
DEFINITIONS
–4 2–


--- page 53 ---
“Pre-Listing Share Plans ” the 2010 Share Plan, the 2011 Share Plan, and the 2020
Share Incentive Plan
“Regulation S ” Regulation S under the U.S. Securities Act
“Reorganization ” the corporate restructuring of our Group in preparation
for the Listing, as described in the section headed
“History, Reorganization and Corporate Structure”
“Reserved Matters ” those matters resolutions with respect to which each
Share is entitled to one vote at general meetings of the
Company pursuant to the Articles of Association, being:
(i) any amendment to the Memorandum or Articles,
including the variation of the rights attached to any class
of shares, (ii) the appointment, election or removal of any
independent non-executive Director, (iii) the appointment
or removal of the Company’s auditors, and (iv) the
voluntary liquidation or winding-up of the Company
“RMB”o r“ Renminbi ” Renminbi, the lawful currency of China
“RSU(s) ” restricted stock unit(s)
“SAFE ” the State Administration of Foreign Exchange of the PRC
(̮ි၍ଣ҅)
“SAIC ” the State Administration of Industry and Commerce of
the PRC (၍ଣᐼ҅),
which has now been merged into the SAMR
“SAMR ” the State Administration for Market Regulation of the
PRC (̹ఙ္ຖ၍ଣᐼ҅)
“SAT” the State Taxation Administration of the PRC ( ʕശɛ͏
೼ਕᐼ҅)
“SCNPC ” the Standing Committee of the National People’s
Congress (ࡰ
ึ)
“SFC” Securities and Futures Commission of Hong Kong
DEFINITIONS
–4 3–


--- page 54 ---
“SFO”o r“ Securities and
Futures Ordinance ”
Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong), as amended, supplemented or
otherwise modified from time to time
“Share(s) ” the Class A Shares and Class B Shares in the share capital
of the Company
“Share Incentive Plans ” collectively, the Pre-Listing Share Plans and the Post-
Listing Share Plan
“Shareholder(s) ” holder(s) of our Share(s)
“Sole Sponsor ” China International Capital Corporation Hong Kong
Securities Limited
“Sole Sponsor-Overall
Coordinator ”
China International Capital Corporation Hong Kong
Securities Limited
“Stabilization Manager ” China International Capital Corporation Hong Kong
Securities Limited
“State Council ” State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
“Stock Exchange ”o r“ Hong
Kong Stock Exchange ”
The Stock Exchange of Hong Kong Limited
“subsidiary ”o r“ subsidiaries ” has the meaning ascribed to it in section 15 of the
Companies Ordinance
“substantial shareholder(s) ” has the meaning ascribed to it in the Listing Rules
“Track Record Period ” the three years ended December 31, 2022, 2023 and 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
“United States ,” “ U.S. ”o r“ US” United States of America, its territories, its possessions
and all areas subject to its jurisdiction
DEFINITIONS
–4 4–


--- page 55 ---
“US dollars ,” “ U.S. dollars ,”
“US$”o r“ USD”
United States dollars, the lawful currency of the United
States
“U.S. Securities Act ” United States Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder
“VAT” value-added tax
“Voluntary WVR Voting
Restriction ”
voluntary voting restriction on Class B Shares by the
WVR Beneficiary to vote the Class B Shares then-held up
to 30% of the total voting rights of the Company for a
period of 4 years from Listing, as further set out in “Share
Capital—Weighted V oting Right Structure—V oluntary
WVR V oting Restriction”
“weighted voting right ” has the meaning ascribed to it in the Listing Rules
“WVR Structure ” has the meaning ascribed to it in the Listing Rules
“%” per cent
Unless otherwise specified, in this document:
 Certain amounts and percentage figures 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; and
 for ease of reference, the names of Chinese laws and regulations, governmental
authorities, institutions, natural persons or other entities (including certain of our
subsidiaries) have been included in the document in both the Chinese and English
languages and in the event of any inconsistency, the Chinese versions shall prevail.
English translations of company names and other terms from the Chinese language
are provided for identification purposes only.
DEFINITIONS
–4 5–


--- page 56 ---
This glossary contains definitions of certain technical terms used in this document
in connection with us and our business. These may not correspond to standard industry
definitions, and may not be comparable to similarly terms adopted by other companies.
“3C” computer, communication and consumer electronics
“accuracy rate ” in the context of marketing performance measurement, a
percentage, calculated as the number of monitoring
requests with proper collection of accurate data divided
by the total number monitoring requests
“AI” artificial intelligence
“AI model ” mathematical algorithms which can take unstructured
data as input and transform them into informative outputs
through its “intelligence,” namely, the capability of
perceiving the world, transcribing and organizing
information, enhancing or generating contents, or making
decisions
“AIGC ” artificial intelligence generated content
“AIOPs ” artificial intelligence for IT operations
“AIoT ” a technology that combines AI with internet of things to
build intelligent systems
“API” application programming interface, a computer
programming approach for facilitating exchange of
information and executing instructions between different
computer systems
“CAGR ” compound annual growth rate
“Co-pilot ” virtual assistants powered by AI to boost productivity and
efficiency in various workplaces and settings
“data intelligence ” process of transforming raw data into actionable insights
that can used for decision making for enterprise-scale
organizations through the use of advanced technologies
such as artificial intelligence, big data, cloud computing
and the Internet of Things
GLOSSARY OF TECHNICAL TERMS
–4 6–


--- page 57 ---
“data intelligence application
software ”
Application software that utilizes technologies such as
artificial intelligence, big data, cloud computing, and the
Internet of Things to help clients extract value from their
data, providing scenario-specific data intelligence
capabilities in various contexts, including marketing and
operations
“General Artificial Intelligence ” a stage of AI development where its capabilities are no
longer focused on specific tasks or domains
“Generative AI ” generative artificial intelligence, a branch of artificial
intelligence that focuses on generating new and original
content
“IoT” internet of things
“IT” information technology
“KA client ” client that contributes over RMB3.0 million to our
revenue in a year or contributes over RMB1.5 million to
our revenue in a half-year period, which is an industry
norm commonly adopted in the data intelligence
application software market in China, according to Frost
& Sullivan
“KOC” key opinion consumer
“KOL” key opinion leader
“large model ” models constructed using deep neural networks with
massive parameters and complex computational
structures
“LLM” large language model, a type of AI model that is trained
on a massive amount of text data to capture the statistical
patterns and structures of language. These models
typically have billions of parameters and are designed to
handle complex natural language processing tasks
GLOSSARY OF TECHNICAL TERMS
–4 7–


--- page 58 ---
“marketing intelligence
application software ”
application software that uses artificial intelligence, big
data, and other technologies to solve the business needs
of enterprises in marketing scenarios in different
directions, including advertising monitoring, intelligent
insights, intelligent placement of advertisements, etc.,
and to help enterprises achieve measurable, attributable
and optimizable data-driven marketing campaigns,
empowering business growth
“meta-learning ” a machine learning technology where automatic learning
algorithms are applied to metadata, training artificial
intelligence models to understand and adapt to new tasks
on their own
“MLLM ” multi-modal large language model, an advanced type of
LLM that is capable of processing and understanding
information from multiple modalities, such as text,
images, audio, and video
“open-source ” a source code that is made freely available for possible
modification and redistribution
“operational intelligence
application software ”
application software that leverages artificial intelligence,
IoT, and other technologies to solve the enterprise clients
in operation the different aspects of the operation of the
scene on the people, goods, and field management needs,
to help enterprises improve the operational efficiency,
through the accurate management of the customer base,
intelligent store management and inventory control, and
optimize the use of space, to achieve the overall
optimization of the operational process, so that
enterprises can make more effective data-based operation
management decision
“OOH” out-of-home. Out-of-home channels encompass a diverse
range of advertising formats aimed at reaching consumers
outside their homes. Such channels include billboards
(large, static displays on streets), digital screens
(dynamic advertisements on digital displays), and place-
based advertising (advertisements in specific venues such
as elevators), among others
“OTT” over-the-top, a means of providing video or audio content
over the internet rather than traditional cable or satellite
GLOSSARY OF TECHNICAL TERMS
–4 8–


--- page 59 ---
“R&D” research and development
“renewal rate ”o r“ retention
rate ”
a percentage, calculated as the number of KA clients in
the previous year that contributed revenue to us in the
current year over the total number of KA clients in the
previous year
“RTA” real-time API, a cross-platform AI-based advertising
placement tool to help clients select advertising inventory
in real time and reach the most relevant audience with
tailored content, by leveraging their first-party data and
our real-time optimized placement algorithm
GLOSSARY OF TECHNICAL TERMS
–4 9–


--- page 60 ---
Certain statements in this document are forward looking statements that are, by their
nature, subject to significant risks and uncertainties. Any statements that express, or involve
discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or
performance (often, but not always, through the use of words or phrases such as “will,”
“expect,” “anticipate,” “estimate,” “believe,” “going forward,” “ought to,” “may,” “seek,”
“should,” “intend,” “plan,” “projection,” “could,” “vision,” “goals,” “aim,” “aspire,”
“objective,” “target,” “schedules” and “outlook”) are not historical facts, are forward-looking
and may involve estimates and assumptions and are subject to risks (including but not limited
to the risk factors detailed in this document), uncertainties and other factors some of which are
beyond our Company’s control and which are difficult to predict. Accordingly, these factors
could cause actual results or outcomes to differ materially from those expressed in the
forward-looking statements.
Our forward-looking statements have been based on assumptions and factors concerning
future events that may prove to be inaccurate. Those assumptions and factors are based on
information currently available to us about the businesses that we operate. The risks,
uncertainties and other factors, many of which are beyond our control, that could influence
actual results include, but are not limited to:
(a) our operations and business prospects;
(b) our business and operating strategies and our ability to implement such strategies;
(c) our ability to develop and manage our operations and business;
(d) our ability to identify and satisfy market demands and clients’ preferences;
(e) our ability to maintain good relationships with business partners;
(f) competition for, among other things, capital, technology and skilled personnel;
(g) our ability to control costs and expenses;
(h) changes to regulatory and operating conditions in the industry and geographical
markets in which we operate; and
(i) all other risks and uncertainties described in the section headed “Risk Factors.”
FORW ARD-LOOKING STATEMENTS
–5 0–


--- page 61 ---
Since actual results or outcomes could differ materially from those expressed in any
forward-looking statements, we strongly caution investors against placing undue reliance on
any such forward-looking statements. Any forward-looking statement speaks only as of the
date on which such statement is made, and, except as required by the Listing Rules, we
undertake no obligation to update any forward-looking statement or statements to reflect events
or circumstances after the date on which such statement is made or to reflect the occurrence
of unanticipated events. Statements of, or references to, our intentions or those of any of our
Directors are made as of the date of this document. Any such intentions may change in light
of future developments.
All forward-looking statements in this document are expressly qualified by reference to
this cautionary statement.
FORW ARD-LOOKING STATEMENTS
–5 1–


--- page 62 ---
An investment in our Class A Shares involves significant risks. You should carefully
consider all of the information in this document, including the risks and uncertainties
described below, before making an investment in our Class A Shares. The following is a
description of what we consider to be our material risks. Any of the following risks may
have a material adverse effect on our business, financial condition, and results of
operations. In any such case, the market price of our Class A Shares may 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. The
information given is as of the Latest Practicable Date unless otherwise stated, will not
be updated after the date hereof, and is subject to the cautionary statements in the section
titled “Forward-looking Statements” of this document.
We believe there are certain risks and uncertainties involved in our operations, some of
which are beyond our control. We have categorized these risks and uncertainties into: (i) risks
relating to our business and industry; (ii) risks relating to doing business in the country where
we primarily operate; (iii) risks relating to our WVR structure; and (iv) risks relating to the
Global Offering.
Additional risks and uncertainties that are presently not known to us or not expressed or
implied below or that we currently deem immaterial could also harm our business, financial
condition and operating results. Y ou should consider our business and prospects in light of the
challenges we face, including the ones discussed in this section.
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
If we fail to continually develop and innovate products and solutions to meet clients’ evolving
needs of functionality, performance, reliability, design and security and compete effectively,
we may not be able to retain existing clients, attract new clients or increase sales.
Our business growth relies on our ability to identify and anticipate the needs of our clients
and develop products and solutions that meet their demands. Our ability to retain existing
clients, attract new clients, and increase sales to both new and existing clients will depend on
a number of factors. In addition to the effectiveness of our sales and marketing efforts, it also
depends, to a large extent, on our ability to provide products and solutions that meet our
clients’ requirements, including more advanced products and solutions that address the needs
of our clients at competitive prices, the strength of our technology, and our ability to continue
improving and enhancing the functionality, performance, reliability, design, security and
adaptability of our products and solutions. However, it is difficult to predict the adoption rates
and demand for our products and solutions, the introduction of new competitive products and
solutions, or the future growth rate and size of the data intelligence application software
industry.
RISK FACTORS
–5 2–


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The data intelligence application software industry, the marketing intelligence application
software industry, and the operational intelligence application software industry in which we
operate, as well as the industry verticals in which our products and solutions are applied, are
highly competitive and characterized by constant changes, including rapid technological
evolution, frequent introductions of new products and solutions, continual shifts in clients’
demands and constant emergence of new industry standards and practices. Our success will
depend, in part, on our ability to respond to these changes in a cost-effective and timely
manner. We need to develop expertise across different industry sectors, adapt our products and
solutions for different industry verticals and constantly anticipate the emergence of new
technologies and assess their market acceptance. We also need to invest significant resources,
including financial resources, in research and development to lead technological advances in
order to keep our products and solutions innovative and competitive in the market. However,
we cannot be sure that these expenditures will help our products and solutions acquire
additional market share. Furthermore, potential clients may be unwilling to invest in novel
products or solutions. If the market fails to grow or grows slower than we expect or enterprises
fail to adopt our products and solutions, our business, operating results and financial condition
could be adversely affected.
To the extent we are not able to provide products and solutions that meet our clients’
requirements, or we are not able to improve and enhance the functionality, performance,
reliability, design, security, adaptability and scalability of our products and solutions in a
manner that responds to our clients’ evolving needs, our existing clients may not spend more
on our products and solutions, and we may not be able to attract new clients, under which
circumstances our business, financial condition, results of operations, and prospects may be
materially and adversely affected.
If we are unable to sustain our strong relationship with media platforms, our business and
results of operations may suffer as a result.
Our success is closely tied to our ability to maintain strong and enduring relationships
with various media platforms. We play a vital role in fostering a virtuous cycle between
enterprises, our primary clients, and media platforms, as marketing channels, by providing
trusted services and insights through Miaozhen Systems. Our reputation for reliability in
delivering accurate ad monitoring data, combined with our industry-leading capability to detect
abnormal traffic, helps create a transparent and secure environment for brand advertising. This
encourages enterprises to allocate more of their budgets to media platforms integrated with our
systems, ultimately benefiting these platforms by increasing their advertising revenue.
Media platforms are advertising channels when we provide services to enterprises, which
are independent of the supplier-client relationship between us and media platforms as
elaborated below. Because of our professional and independent ad monitoring services to
clients, media platforms grant us access through technical means such as API to the data
available on their platforms based on mutual commercial understanding between the media
platforms and our clients. We do not enter into contractual agreements with media platforms
for such data collaboration. Instead, our standard contracts with clients explicitly stipulate that
RISK FACTORS
–5 3–


--- page 64 ---
clients must obtain the necessary authorization from media platforms to enable us to perform
our services. Based on industry practice according to Frost & Sullivan, this is typically done
through the inclusion of provisions in our clients’ agreements with media platforms that
authorize us to process the collected data for the performance of marketing intelligence
services.
Meanwhile, media platforms typically display texts in the forms of user agreements or
privacy policies to their end users on their platform pages (e.g., during registration, login, and
other processes) and require end users to check the box to confirm consent. Such texts
displayed by the media platforms typically explicitly state that the media platforms will
provide end users’ necessary data to cooperative third-party vendors engaged in
promotion/advertising and statistical analysis, for the purposes of advertising/promotion
decision-making, measuring and thus improving the effective reach rate of
advertisements/promotions, optimizing the delivery effect of advertisements/promotions, and
further understanding user needs. Furthermore, media platforms typically also explicitly
publish information in the Third-Party Sharing List within their privacy policies, including the
names of third-party vendors, such as Miaozhen Systems, types of shared information,
purposes of use, scenarios, sharing methods, and other details to ensure that when third-party
vendors such as us collect and use end users’ data from media platforms, the informed consent
of the end users has been obtained. For details on how we ensure data privacy and security, see
“Business—Data Privacy and Security Measures.” In the event that a media platform decides
to stop granting access, the enforceability of our data access is contingent upon the agreements
between the clients and the media platforms. Should access be revoked, it could impact our
ability to provide marketing intelligence services to the clients, potentially affecting our
operations. That said, we believe that the likelihood of media platforms not granting us data
access is low. Such incident has never occurred since we established relevant business
connections with media platforms. In addition, the decision regarding whether or not to grant
data access is not made unilaterally by media platforms but instead subject to mutual agreement
among media platforms and enterprises, which is a commonly adopted commercial
arrangement. In this context, our authorization by media platforms to have data access is
grounded in the commercial consensus between enterprises and media platforms. Therefore,
the possibility that media platforms cutting off data access leads to enterprises directly
pursuing claims against us, thereby causing significant adverse impacts on our business
operations, is minimal.
For the years ended December 31, 2022, 2023 and 2024 and the six months ended June
30, 2024 and 2025, Miaozhen Systems through technical means connected with 729, 501, 491,
484 and 425 media platforms with advertising monitoring activities. The declines in the
number of media platforms from 2022 to 2024 were primarily due to several factors. Firstly,
some less mainstream media platforms gradually went out of business due to competitive
pressures. This trend was particularly pronounced during the pandemic, when many advertisers
reassessed their campaigns and focused their spending on mainstream media. Additionally,
there was a noticeable concentration of media platforms over time, resulting in advertisers
increasingly focused on a smaller number of leading platforms and further contributing to the
reduction in the number of media platforms connected to Miaozhen Systems. Our collaboration
RISK FACTORS
–5 4–


--- page 65 ---
with these platforms is essential for delivering comprehensive and effective media spending
optimization, social media management and customer growth services under Miaozhen
Systems. By connecting with media platforms through technical means, we facilitate the flow
of data and insights that enterprises rely on for their advertising strategies. This connection not
only enhances the value we provide to enterprises but also strengthens the media platforms’
ability to attract and retain advertising budgets. In addition, certain media platforms are clients
for our business. We assist media platforms in optimizing ad inventory and achieving
maximum return on investments through our extensive data accumulation and technology-
driven products that offer audience geographic calibration and anti fake traffic data services.
During the Track Record Period, there was no material termination of collaboration with
major media platforms nor material failure to renew the collaboration with major media
platforms. If we are unable to sustain these essential relationships or if media platforms decide
to reduce or discontinue their collaboration with us, our ability to offer comprehensive and
effective marketing intelligence services could be compromised. This could lead to a decline
in revenue, a loss of trust from clients, a decrease in the use of Miaozhen Systems, and a
decline in our marketing intelligence business performance. Additionally, if media platforms
develop their own internal capabilities or choose to partner with other service providers, our
market share may be negatively affected. If any of the foregoing were to occur, our business
and results of operations may be adversely affected.
If we fail to retain existing clients, attract new clients or increase the spending by our clients,
our business and results of operations may be materially and adversely affected.
Our revenue depends on the overall growth of the data intelligence application software
industry in China and clients’ willingness to deploy our products and solutions as part of their
marketing intelligence and operational intelligence spending. We had served 135 Fortune 500
companies as of June 30, 2025. For the years ended December 31, 2022, 2023 and 2024, the
number of our KA clients was 72, 77 and 79, respectively. For the six months ended June 30,
2024 and 2025, the number of our KA customers was 66 and 77, respectively. Over 88% of KA
clients purchased multiple products from us in each year from 2022 to 2024. Our ability to
retain existing clients, attract new clients, as well as increase the spending by our clients
depends on a number of factors, including our ability to offer more products and solutions that
address the needs of our clients at competitive prices, the strength of our technologies and the
effectiveness of our sales and marketing efforts. Enterprises may choose other providers
instead of us due to these factors, as well as factors beyond our control. If we fail to retain
existing clients or attract new clients, we may not be able to increase our revenue as quickly
as we anticipate, or at all.
As we have been and will continue expanding our client base and diversifying industry
verticals that our products and solutions cover, we may fail to provide clients with products or
solutions that meet their specific demands, and we may fail to provide client support to the
level expected by our clients. For instance, our service personnel may fail to timely address our
client’s needs. We may fail to provide products and solutions to clients with the level of
transparency to their satisfaction. Such failures could result in client dissatisfaction, decreased
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overall demand for our products and solutions and loss of expected revenue. In addition, our
inability to meet client service expectations may damage our reputation and could consequently
limit our ability to retain existing clients and attract new clients, which would materially and
adversely affect our business and the results of operations.
Our services involve collecting, processing, and storage significant amounts of data
concerning our clients and business partners and may be subject to complex and evolving
laws and regulations regarding privacy and data protection. If we fail to comply with privacy
and data protection laws and regulations, our business, results of operations and financial
condition may be adversely affected.
We are subject to a variety of laws and other obligations relating to the security and
privacy of data, including restrictions on the collection, use and storage of personal
information and requirements to take steps to prevent personal data from being divulged,
stolen, or tampered with. In light of the constantly evolving and potentially more stringent
regulatory requirements of cybersecurity and data privacy and the possible variation of
regulations and interpretations, it remains unclear how and to what extent such regulatory
requirements will apply to us.
For example, the PRC Cybersecurity Law (), which was
promulgated by the SCNPC and became effective on June 1, 2017, requires network operators
to comply with laws and regulations and fulfill their obligations to safeguard the security of
the network when conducting business and providing services. The Cybersecurity Law further
requires network operators to take all necessary measures in accordance with applicable laws,
regulations and compulsory national requirements to safeguard the safe and stable operation of
the networks, respond to network security incidents effectively, prevent illegal and criminal
activities, and maintain the integrity, confidentiality and usability of network data. On June 10,
2021, the SCNPC promulgated the PRC Data Security Law (),
effective from September 1, 2021. The PRC Data Security Law provides that data processing
activities that may affect national security shall be subject to a data security review procedure.
Furthermore, on August 20, 2021, the SCNPC promulgated the PRC Personal Information
Protection Law (), which became effective on November
1, 2021, setting forth detailed rules for handling sensitive personal information. On September
30, 2024, the State Council promulgated the Regulation on Network Data Security
Management ( ၣഖᅰኽτΌ၍ଣૢԷ), which came into effect on January 1, 2025. The
Regulation on Network Data Security Management provides that network data processors
whose network data processing activities affect or may affect national security shall be subject
to national security review. For details of the regulatory requirements regarding internet
information security and privacy protection that may apply to us, see
“Regulations—Regulations on Internet Security” and “Regulations—Regulations on Privacy
Protection.”
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On December 28, 2021, the CAC and other twelve PRC regulatory authorities jointly
revised and promulgated the Cybersecurity Review Measures (), which
came into effect on February 15, 2022. Pursuant to the Cybersecurity Review Measures, critical
information infrastructure operators who purchase network products and services and network
platform operators who carry out data processing activities shall apply for cybersecurity review
if their activities have or could have influence on the national security. Specifically, a critical
information infrastructure operator who intends to purchase network products and services
shall anticipate the potential risks to national security that may arise after the products and
services are put into use, and shall apply with the Cybersecurity Review Office for
cybersecurity review if their activities have or could have influence on the national security.
In addition, network platform operators holding personal information of more than one million
users must apply to the Cybersecurity Review Office for cybersecurity review before they are
listed in a foreign country. Notwithstanding the above, regulatory authorities may initiate
cybersecurity review if they determine that our products and solutions or data processing
activities have or could have influence on the national security. However, the Cybersecurity
Review Measures provides no further explanation or interpretation for the criteria on
determining the risks that “have or could have influence on the national security.”
We have been monitoring and assessing the rule-making process closely. The integration
of advanced AI models into our products may introduce new data security and privacy risks.
These models often require large volumes of data for training and operation, increasing the
potential for data breaches or misuse. Ensuring the security and privacy of our clients’ data is
critical to maintaining their trust and compliance with regulatory requirements. Any failure, or
perceived failure, by us, or by our third-party business partners, to maintain the security of data
or to comply with applicable PRC or foreign privacy or data security laws, regulations,
policies, contractual provisions, industry standards, and other requirements, may result in civil
or regulatory liability, including governmental or data protection authority enforcement actions
and investigations, fines, penalties, enforcement orders requiring us to cease operating in a
certain way, litigation, or adverse publicity, and may require us to expend significant resources
in responding to and defending allegations and claims. Moreover, claims or allegations that we
have failed to adequately protect the data we collected and used, or otherwise violated
applicable privacy and data security laws, regulations, policies, contractual provisions,
industry standards, or other requirements, may result in damage to our reputation and a loss of
confidence in us by our clients or our business partners, potentially causing us to lose clients
or other business partners, which could have a material and adverse effect on our business,
financial condition and results of operations.
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If the data collected or used by us are out of date, inaccurate, lacking credible information,
or no longer available to us, the performance of our data intelligence products and solutions
will be adversely affected, which could adversely impact our business.
The quality and availability of the data we use are critical to the performance of our data
intelligence products and solutions. If the data we collect or utilize becomes outdated,
inaccurate, lacks credibility, or is no longer accessible, the effectiveness of our offerings could
be severely compromised, which may, in turn, adversely impact our business operations and
financial performance.
Our products and solutions rely heavily on data collected from a variety of sources,
including data obtained directly from clients, data from authorized third-party vendors, and
data acquired from the public domain. While we make every effort to ensure the data we use
is timely, accurate, and reliable, we cannot fully guarantee the quality and completeness of the
data collected or provided by these sources. For instance, data collected by our clients or
provided by our partners may be limited in scope or outdated, or it may lack the necessary
labels or credible information required for accurate analysis. When such data is used in our AI
models and algorithms, it could lead to suboptimal results, negatively affecting the perceived
effectiveness of our products and solutions.
To maintain the quality and reliability of our offerings, we also depend on continuous
collaboration with business partners and suppliers. If we are unable to sustain these
relationships or if we face difficulties in obtaining new sources of data, our capacity to collect
and analyze data will be compromised. This could limit our ability to enhance our products and
solutions or develop new data-based products and solutions, potentially leading to a decline in
client trust and market reputation.
Our future growth and success, therefore, depend on our ability to continuously source,
collect, and process high-quality data, maintain our business relationships with partners and
suppliers, and respond to any challenges that may arise in our data acquisition or processing
practices. Failure to do so could materially and adversely affect our business operations and
financial condition.
If either the growth of the data intelligence application software market or the adoption of
data intelligence products and solutions in industry verticals we focus on does not meet
expectation, our business, growth and prospects may be significantly affected.
The expansion of the data intelligence application software market in China depends on
a number of factors, including enterprises’ demand for data intelligence application software,
growth of multimodal data, technology development, and favorable government policies. If the
data intelligence application software market in China does not grow at a pace that we expected
for reasons within or beyond our control, our business and results of operations may be
adversely affected.
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In addition, as we aim to provide standardized products and solutions to more enterprises
in different industry verticals, we may face challenges brought by demands for highly
customizable application software. Whether potential clients in a particular industry vertical
accept our products and solutions depends, to a large extent, on their level of awareness of our
offerings and the widespread use of similar products and solutions. If our products and
solutions do not achieve widespread acceptance in the industry verticals that we focus on, or
there is a reduction in demand for such products or solutions caused by weakening economic
conditions, decreases in corporate spending, technical challenges, data security or privacy
concerns, governmental regulation, competing technologies and products or services or
otherwise, our business, growth prospects and results of operations will be materially and
adversely affected.
Potential issues in the adoption and use of artificial intelligence in our product and solutions
may result in reputational harm or liability.
We are integrating AI into many of our products and solutions. The integration of new AI
models into our products, such as Xiaoming Co-pilot, may disrupt our existing operations and
workflows. Integrating these technologies into our products may require substantial changes to
our infrastructure, processes, and employee skillsets, potentially leading to temporary
inefficiencies and increased operational costs.
Although many innovations are achieved by AI, AI still presents risks and challenges that
could affect its adoption, and, therefore, our business. AI algorithms may be flawed. Datasets
may be insufficient or contain biased information. Inappropriate or controversial data practices
by us or others could impair the acceptance of our products and solutions. The use of AI
capabilities or tools may result in copyright and other legal issues and our AI-related offerings
may not be able to compete against that of our competitors. These deficiencies could
undermine the capabilities, decisions, predictions or analysis that AI produces, subjecting us to
legal liability, and brand or reputational harm. In addition, some AI scenarios present ethical
issues. If we offer AI-related products and solutions that are controversial because of their
impacts on human rights, privacy, employment or other social issues, we may experience
reputational harm or be exposed to liability. For details on our commitments to AI ethics, see
“Business—Environmental, Social, and Governance—AI Ethics.”
The regulatory and legal framework on AI is evolving rapidly and may not sufficiently
cover all aspects of the research, development and application of AI in mainland China. Before
the year of 2022, the regulations related to AI were also provided in other regulations and rules
of internet information services dispersedly. However, PRC government authorities have
gradually accelerated the pace of legislation for AI-related technologies including algorithm
recommendation and deep synthesis recently. Since the end of 2021, PRC government
authorities released the Administrative Provisions on Internet Information Service
Algorithm-Based Recommendation () and the
Provisions on the Administration of Deep Synthesis of Internet-Based Information Services
() successively. On July 10, 2023, the CAC and six
other regulatory bodies jointly issued the Provisional Measures for the Administration of
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Generative Artificial Intelligence Services (), effective
on August 15, 2023. These measures apply to the use of algorithmic recommendation services,
deep synthesis services, or generative AI services that is offered to the public within the
territory of China. Providers of such services are required to, among others, adopt measures to
eliminate it or otherwise address it where any unlawful content is discovered, carry out a
security assessment and perform internet information services algorithm filing procedures in
accordance with relevant regulations before offering a service with characteristics of public
opinions or capable of social mobilization to the public at large. A provider of generative AI
that violates the requirements under these measures will be penalized in accordance with
relevant regulations, or receive warnings, be ordered to take corrective actions, suspend
services, or pay fines, or be held criminally liable. See “Regulations—Regulations on Internet
Security—Algorithm Governance.” However, since the interpretation and implementation of
these laws and regulations may further evolve and develop, we cannot assure whether we will
be able to comply with the requirements of such laws and regulations in a timely manner or
at all. If we are unable to obtain the necessary approvals or if we have any dispute with any
third party relating to intellectual property or data security, our business operation may be
adversely affected.
We face intense competition and may fail to maintain our market share.
We operate in a competitive industry. We mainly compete with data intelligence
application software providers in China. We may also in the future face competition from new
market entrants in the data intelligence application software industry or existing market
participants in markets into which we plan to expand our business. These market players may
include better-established technology companies that possess substantial financial resources,
sophisticated technological capabilities and broad distribution channels. We may also face
competition from global technology companies that seek to enter the China market, whether
independently or through formation of strategic alliances with, or acquisition of, data
intelligence companies in China. Moreover, the emergence of AI models may enable new
market entrants to quickly develop and deploy competitive products, potentially eroding our
market share and impacting our revenue growth. Established competitors may also leverage
these technologies to enhance their existing offerings, increasing the competitive pressure on
our business. Increased competition could result in lower sales, price reductions, reduced
margins and loss of market share. In addition, we may be compelled to make substantial
additional investments in research and development, marketing and sales in order to respond
to such competitive threats, and we cannot assure you that such measures will be effective. If
we are unable to compete successfully, or if competing successfully requires us to take costly
actions in response to the actions of our competitors, our business, financial condition and
results of operations could be adversely affected.
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We recorded significant amount of goodwill, and the impairment of goodwill could have a
material adverse effect on our operating results.
Our goodwill primarily represents synergies and other benefits arising from business
combinations. We carried a substantial amount of goodwill on our consolidated statements of
financial position during the Track Record Period. We recorded goodwill of RMB754.8
million, RMB754.8 million, RMB754.8 million and RMB754.8 million as of December 31,
2022, 2023 and 2024 and June 30, 2025, respectively. We test the goodwill for impairment on
an annual basis and when events occur or circumstances change that indicate that the
recoverable amount of the cash-generating unit may be below its carrying amount. Recoverable
amount determinations require considerable judgment and are sensitive to inherent
uncertainties and changes in estimates and assumptions regarding projected gross margins,
discount rates and growth rates. Declines in market conditions, a trend of weaker than
anticipated financial performance for our cash generating units, or an increase in the
market-based weighted average cost of capital, among other factors, are indicators that the
carrying amount of our goodwill impairment.
Our technology infrastructure and the technology infrastructure of our business partners
may experience unexpected system failure, interruption, inadequacy, security breaches or
cyberattacks. Our reputation, business and results of operations may be harmed by service
disruptions or by our failure to timely and effectively scale and adapt our existing technology
and infrastructure.
Our technology infrastructure may encounter disruptions or other outages caused by
problems or defects in our own technologies and systems, such as malfunctions in software or
network overload. Our technology infrastructure may be vulnerable to damage or interruption
caused by telecommunication failures, power loss, human error or other accidents. Despite any
precautionary measures we may take, the occurrence of unanticipated problems that affect our
technology infrastructure could result in interruptions in the availability of our products and
solutions. It may be difficult for us to respond to such interruptions in a timely manner, or at
all. Such interruptions may affect the ability of clients to use our products and solutions, which
would damage our reputation, reduce our future revenues, harm our future profits, subject us
to regulatory scrutiny and lead our clients to seek alternative solutions.
Our technology infrastructure and the technology infrastructure of our business partners
are also exposed to risks of security breaches, cyberattacks, or unauthorized access, which
could lead to data leakage or misuse of sensitive information. Any such event could
significantly harm our reputation, diminish client trust, and result in legal liabilities, regulatory
penalties, and financial losses. Even the perception of inadequate data protection, whether or
not justified, could further erode user confidence in our solutions and adversely impact our
business and market standing.
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Furthermore, our infrastructure is also vulnerable to damages from fires, floods,
earthquakes and other natural disasters, power loss and telecommunications failures. Any
network interruption or inadequacy that causes interruptions to our operations, or failure to
maintain the network and server or solve such problems in a timely manner, could reduce our
user satisfaction, which in turn could adversely affect our reputation, business and financial
condition.
We are investing heavily in our research and development, and such investment may
negatively impact our profitability in the short term and may not generate the results we
expect to achieve.
Our technological capabilities and infrastructure are critical to our success. We have been
investing heavily in our research and development efforts. For the years ended December 31,
2022, 2023 and 2024, we recorded R&D expenses of RMB750.9 million, RMB480.8 million
and RMB353.0 million, respectively, representing 59.2%, 32.9% and 25.6% of the our total
revenue in the corresponding year and 46.6%, 51.0% and 41.9% of the our total operating
expenses in the corresponding year. For the six months ended June 30, 2024 and 2025, we
record R&D expenses of RMB173.6 million and RMB150.4 million, respectively, representing
30.7% and 23.4% of our total revenue in the corresponding period, and 46.1% and 43.9% of
our total operating expenses in the corresponding period. The industry in which we operate is
subject to rapid technological changes and are evolving quickly in terms of technological
innovation. The fast-paced nature of AI advancements may render our current technologies and
products obsolete if we are unable to keep pace with the latest developments. This could
necessitate significant investments of resources, including financial resources, in research and
development to lead technological advancement in order to make our products and solutions
innovative and competitive in the market. As a result, we expect that our research and
development expenses will remain stable as a percentage of our total operating expenses in the
future. Research and development activities are subject to uncertainties, and we might
encounter practical difficulties in commercializing our research and development results. Our
significant expenditures on research and development may not generate corresponding
benefits. Given the fast pace with which the technology has been and will continue to develop,
we may not be able to timely upgrade our technologies in a cost-effective and timely manner,
or at all. New technologies in the industry could render our technologies, our technological
infrastructure or products and solutions that we are developing or expect to develop in the
future obsolete or unattractive, thereby limiting our ability to recover related research and
development costs, which could result in a decline in our revenue, profitability and market
share.
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We have recorded net losses, net liabilities, net current liabilities and operating cash
outflows during the Track Record Period, and we may not be able to achieve profitability on
the operating level.
We recorded net profit of RMB1,637.6 million, RMB318.4 million and RMB7.9 million
in 2022, 2023 and 2024. We recorded net loss of RMB98.7 million and RMB203.9 million in
the six months ended June 30, 2024 and 2025, respectively. Our net profit position was mainly
driven by fair value gains of preferred shares, warrants and convertible notes of RMB2,815.4
million, RMB585.5 million and RMB186.0 million in 2022, 2023 and 2024, respectively,
which are in connection with our Company’s value. Our net loss position was mainly
attributable to fair value losses of RMB8.2 million and RMB208.0 million in the six months
ended June 30, 2024 and 2025, respectively, which are in connection with our Company’s
value. Adding back share-based payment expenses, IPO related expenses, and fair value
changes of preferred shares, warrants and convertible notes, we incurred adjusted net loss
(non-HKFRS measure) of RMB1,098.7 million, RMB174.1 million and RMB45.1 million for
the years ended December 31, 2022, 2023 and 2024, and incurred adjusted net loss
(non-HKFRS measure) of RMB48.4 million for the six months ended June 30, 2024, as
compared to adjusted net profit (non-HKFRS measure) of RMB24.9 million for the six months
ended June 30, 2025.
We recorded net liabilities of RMB6,883.9 million, RMB6,426.5 million, RMB6,400.0
million and RMB6,566.4 million as of December 31, 2022, 2023 and 2024 and June 30, 2025,
respectively. We recorded net current liabilities of RMB7,964.0 million, RMB7,465.5 million,
RMB7,385.1 million, and RMB7,542.6 million as of December 31, 2022, 2023 and 2024, and
June 30, 2025, respectively. The net current liabilities and deficiency in net assets primarily
arose from the convertible redeemable preferred shares, warrants and convertible notes
amounting to RMB7,561.9 million, RMB7,314.1 million, RMB7,816.4 million and
RMB7,991.3 million as of December 31, 2022, 2023 and 2024 and June 30, 2025, respectively.
In addition, we have recorded net cash used in operating activities of RMB561.1 million,
RMB117.4 million, RMB27.9 million, RMB82.5 million and RMB11.4 million in 2022, 2023
and 2024 and the six months ended June 30, 2024 and 2025, respectively.
We believe that our abilities to achieve profitability on the operating level and generate
positive operating cashflow will depend on, among other factors, our ability to develop new
technologies, enhance client experience, establish effective monetization strategies, compete
effectively and successfully, and continually grow our client base and revenues in a
cost-effective way by improving our operational efficiency. Moreover, our ability to obtain
additional capital in the future, however, is subject to a number of uncertainties, including
those relating to our future business development, financial condition and results of operations,
general market conditions for financing activities by companies in our industry and
macro-economic and other conditions in China and globally. If we cannot obtain sufficient
capital to meet our capital needs, we may not be able to execute our growth strategies, and our
business, financial condition and prospects may be materially and adversely affected.
Accordingly, you should not rely on our historical results of operations as an indication of our
future performance. We also expect our costs and expenses to significantly increase in future
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periods as we continue to expand our business and operations. In addition, we expect to incur
substantial costs and expenses as a result of being a public company. If we are unable to
generate adequate revenues and manage our costs and expenses, we may not be able to achieve
profitability.
Our business depends on continuing efforts of our senior management and other key
employees. If we are unable to retain, attract, recruit and train such personnel, our business
may be materially and adversely affected.
Our future success is significantly dependent upon the continued service of our senior
management and other key employees. If we lose their service, we may not be able to locate
suitable or qualified replacements, and may incur additional expenses to recruit and train new
staff, which could severely disrupt our business and growth. Our senior management members
are critical to our vision, strategic direction, culture and overall business success. If there is any
internal organizational structure change or change in responsibilities for our management or
key personnel, or if one or more of our senior management members were unable or unwilling
to continue in their present positions, the operation of our business and our business prospects
may be adversely affected. Our employees, including members of our management, may
choose to pursue other opportunities. Although we have established a reputable brand in the
industry and core competitive advantages in our multimodal capabilities and proprietary
technologies, we cannot assure you that if we are unable to motivate or retain key employees,
our business and prospects will not be severely adversely impacted. In addition, although we
have entered into confidentiality and non-competition agreements with our management, there
is no assurance that our management members would 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.
Additionally, our future success also depends on our ability to attract, recruit and train a
large number of talents. In particular, we rely on our top-notch research and development team
to develop our advanced technologies and solutions, and our experienced sales personnel to
maintain relationships with our clients. In order to compete for talents, we may need to offer
higher compensation, better training and more attractive career opportunities and other benefits
to our employees, which may be costly and burdensome. We cannot assure you that we will be
able to attract or retain qualified workforce necessary to support our future growth.
Furthermore, any disputes between us and our employees or any labor-related regulatory or
legal proceedings may divert management and financial resources, negatively impact staff
morale, reduce our productivity, or harm our reputation and future recruiting efforts. In
addition, our ability to train and integrate new employees into our operations may not lead to
improved research and development efficiency and meet the demands of our growing business.
Any of the above issues related to our workforce may materially and adversely affect our
operations and future growth.
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Our brands are integral to our success. If we fail to effectively maintain, promote and
enhance our brands, our business and competitive advantages may be harmed.
We believe that maintaining, promoting and enhancing our key brands, including but not
limited to “Mininglamp” and “Miaozhen Systems,” are critical to our business. Maintaining
and enhancing our brands depend largely on our ability to continue to provide high-quality,
well-designed, useful, reliable and innovative data intelligence products and solutions, which
we cannot assure you we will do successfully.
We believe the importance of brands recognition will increase as competition in our
market further intensifies. In addition to our ability to provide reliable and useful data
intelligence products and solutions at competitive prices, successful promotion of our brands
will also depend on the effectiveness of our marketing efforts. We market our products and
solutions through our direct sales force as well as clients and clients’ word-of-mouth referrals.
Our efforts to market our brands have incurred significant costs and expenses and we intend
to continue such efforts. In 2022, 2023 and 2024 the six months ended June 30, 2024 and the
six months ended June 30, 2025, we recorded selling and marketing expenses of RMB281.5
million, RMB144.7 million, RMB127.3 million, RMB63.0 million and RMB74.2 million,
respectively. We cannot assure you, however, that our selling and marketing expenses will lead
to increases in revenue, and even if they do, such increases in revenue may not be sufficient
to offset the expenses incurred.
We may not be successful in executing our growth strategy or otherwise achieving revenue
growth in the future.
Our total revenue increased by 15.2% from RMB1,269.3 million in 2022 to RMB1,462.0
million in 2023. Our total revenue decreased by 5.5% from RMB1,462.0 million in 2023 to
RMB1,381.4 million in 2024. Our total revenue increased by 13.9% from RMB565.1 million
for the six months ended June 30, 2024 to RMB643.8 million for the six months ended June
30, 2025. We may not be successful in executing our growth strategy or otherwise achieving
revenue growth in the future. Our results of operations may be impacted by a number of
factors, including China’s overall economic growth, the ongoing digitalization of China’s
economy, technology development of the data intelligence industry, pace of development of
artificial general intelligence, IoT and other advanced technologies, awareness of enterprises
to deploy data intelligence applications, our investment in technology innovations, our ability
to attract and retain clients, our ability to create value for clients with our innovative data
intelligence products and solutions, and our ability to manage our costs and enhance operating
efficiency. In addition, our rapid growth has placed, and may continue to place significant
demands on our management and our technology systems, as well as our administrative,
operational and financial systems. Our ability to manage our growth effectively will also
require us to continue to implement a variety of new and upgraded managerial, operational,
technological and financial systems, procedures and controls. We cannot assure you that we
will be able to effectively manage our growth or implement our business strategies. If our
growth rates decline or our revenue does not grow at all, investors’ perceptions of our business
and prospects may be adversely affected and the market price of our Shares could decline.
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Our sales cycles can be long and unpredictable, which can result in significant time between
initial contact with a prospective client and execution of an agreement, making it difficult
to project when, if at all, we will obtain new clients and when we will generate revenue from
those clients.
Our sales cycle primarily consists of initial communications with clients, project
evaluation and design, proof of concept and contracts execution. Our go-to-market strategy
starts with market leaders in each industry vertical we target to enter, who are also early
adopters of advanced technologies. Sales to such large clients involve risks and sophistications
that may not exist or that exist but to a lesser extent in sales cycles of smaller entities, such
as longer sales cycles, more complex user requirements (and higher contractual risk as a
result), substantial upfront sales costs, less favorable terms and less predictability in
completing some of our sales. We may also need to provide more complicated deployment of
our products and solutions or face unexpected deployment challenges with large enterprises.
Moreover, large enterprise clients often deploy our products and solutions on a limited basis
at the beginning, but nevertheless demand configuration, integration services and price
negotiations, which increase our upfront investment in the sales effort with no guarantee that
these clients will deploy our solutions widely enough across their organization to justify our
substantial upfront investment. Some of these clients may undertake an evaluation process that
frequently involves not only our offerings but also the offerings of other companies. We may
therefore incur substantial expenses, time and efforts on sales to large enterprises without any
assurance that these clients will deploy our products and solutions widely enough across their
organization, or at all, to justify our substantial upfront investment. As a result, it is difficult
to predict exactly when, if ever, we will make a sale to a potential client or increase sales to
our existing clients.
If we are unable to ensure compatibility of our products and solutions with a variety of
hardware and software platforms and software applications developed by others, including
our partners, we may become less competitive, and our results of operations may be harmed.
Our data intelligence products and solutions are designed to integrate with various
hardware and software platforms and applications, requiring us to continually modify and
enhance them to adapt to changes in technology promptly and cost-effectively. For example,
our marketing intelligence application software rely heavily on data sourced from both
commercial API interfaces provided by social media platforms and third-party suppliers. Our
operational intelligence application software rely on data from store IoT devices, such as
sensors, and alarms, capturing audio, video, and alert information. To maintain compatibility,
we aim to continuously improve our technologies and sustain our business and technical
relationships with these third parties and our clients. However, if social media platforms or
third-party data suppliers refuse to connect with our API interfaces or implement technological
updates that we are unable to accommodate, the development or upgrade of our AI models may
be affected. This could adversely impact our products and solutions that rely on such data,
thereby harming our business and operational results.
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In recent years, smart devices including mobile phones, tablets, wearable devices and
other IoT devices have gained increasing popularity. We expect this trend of technology
development to continue as more advanced mobile communications technologies are broadly
implemented. IT systems deployed by enterprises are also diversified and vary from each other.
As such, we must continually modify and enhance our products and solutions, including our
software platforms and hardware, to adapt to changes in the hardware, software, networking,
browser, and database that our existing and prospective clients use. Failure to ensure
compatibility of our products and solutions may negatively affect our competitive edge, and
our business results of operations and financial condition would be harmed.
If our expansion into new industry verticals is not successful, our business, prospects and
growth momentum may be materially and adversely affected.
Leveraging our leading position in the data intelligence application software market, our
core technologies and multimodal data, we are able to provide innovative AI-empowered
products and solutions to address diversified needs of our clients across different industry
verticals. We have a track record of successfully expanding into new verticals. We cannot
assure you, however, that we will be able to maintain this momentum in the future. Expanding
into new verticals involves new risks and challenges. Unfamiliarity with new verticals may
make it more difficult for us to keep pace with evolving client demands and preferences. In
addition, there may be one or more existing market leaders in any vertical that we decide to
expand into. Such companies may be able to compete more effectively than us by leveraging
their experience in doing business in that vertical as well as their deeper industry insight and
greater brand recognition. We could be subject to additional regulatory restrictions that are
relevant to these businesses. Expansion into any new vertical may place significant strain on
our management and resources, and failure to expand successfully could have a material
adverse effect on our business and prospects.
We may not be able to obtain additional capital when desired, on favorable terms or at all.
We may make investments from time to time in technologies, facilities, equipment,
hardware, software and other projects to remain competitive. Due to the unpredictable nature
of the capital markets and our industry, there can be no assurance that we will be able to raise
additional capital on terms favorable to us, or at all, if and when required, especially if we
experience disappointing results of operations. If adequate capital is not available to us as
required, our ability to fund our operations, take advantage of unanticipated opportunities,
develop or enhance our infrastructure or respond to competitive pressures could be
significantly limited. If we do raise additional funds through the issuance of equity or
convertible debt securities, the ownership interests of our Shareholders could be significantly
diluted. These newly issued securities may have rights, preferences or privileges senior to those
of existing Shareholders.
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Economic and market conditions beyond our control could adversely affect our business,
financial condition and operating results.
Our business depends on the overall demand for data intelligence products and solutions
on the economic health of our clients that benefit from our offerings. Economic or market
condition changes may cause enterprises to decrease their advertising budgets and budgets for
operational intelligence products and solutions, which could reduce their spending on our
offerings and adversely affect our business, financial condition and operating results. For
instance, many clients reduced their budgets for marketing and other expenditures historically
due to changes in economic conditions, which affected demand for our products and solutions
during the Track Record Period. As we explore new opportunities in different industry verticals
or geographic regions to expand our business, economic downturns or unstable market
conditions could result in our investments not yielding the returns we anticipate.
Rumors or negative publicity involving our Company, our products and solutions, our
management, our clients, our business partners or our industry in general may materially
and adversely affect our reputation, business, results of operations and growth prospects.
Negative publicity involving the data intelligence application software industry, our
Company, our products and solutions, our management, our clients or our business partners in
the future may also materially and adversely harm our business and reputation. Although we
made efforts to strengthen our responsiveness to negative publicity events, we cannot preclude
media reports of a similar nature or similar allegations from other parties from being made in
the future, nor can we assure you that we will be able to defuse such negative publicity to the
satisfaction of our investors, clients and business partners or prevent related misconception and
other damages caused by such reports. We may have to incur significant expenses and divert
our management’s time and attention in order to remedy the effects of these negative reports
or allegations, which may materially and adversely affect our results of operations.
If we fail to obtain or maintain the required regulatory licenses and approvals or if we fail
to comply with laws and regulations applicable to our industry, our business, financial
condition and results of operations may be materially and adversely affected.
As confirmed by our PRC Legal Advisor, as of the Latest Practicable Date, we have
obtained all the requisite licenses and made all the requisite filings with competent
governmental authorities that are material to the operation of the business we engage in China.
However, we cannot assure you that we can successfully update or renew the licenses required
for our business in a timely manner or that these licenses are sufficient to conduct all of our
present or future business. The interpretation and implementation of existing and future laws
and regulations governing our business activities may change from time to time in the future.
If we fail to complete, obtain or maintain any of the required licenses or approvals or make the
necessary filings, we may be subject to various penalties, such as confiscation of the revenue
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that was generated through the affected operations, the imposition of fines and the
discontinuation or restriction of our operations. Any such penalties may disrupt our business
operations and materially and adversely affect our business, financial condition and results of
operations.
We are subject to anti-corruption, anti-bribery, sanctions, export control and similar laws,
and non-compliance with such laws can subject us to administrative, civil and criminal fines
and penalties, collateral consequences, remedial measures and legal expenses.
We are subject to anti-corruption, anti-bribery, sanctions and similar laws and regulations
in various jurisdictions in which we conduct activities. We have direct or indirect interactions
with officials and employees of government agencies and state-owned affiliated entities 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 us and our Directors, officers, employees, representatives, consultants and business partners
with applicable anti-corruption and anti-bribery and similar laws and regulations. We have
implemented stringent anti-corruption policies and procedures and provided comprehensive
training to our employees on a regular basis to ensure strict compliance with our anti-
corruption policies and procedures. However, we cannot assure you that our Directors, officers,
employees, representatives, consultants, agents and business partners will not engage in
improper conduct in the future for which we may be held responsible, subject us to financial
loss and sanctions or penalties imposed by governmental authorities, or adversely affect our
business operation and reputation.
Non-compliance with anti-corruption or anti-bribery laws and regulations could subject
us to whistle-blower complaints, adverse media coverage, investigations and severe
administrative, civil and criminal sanctions, collateral consequences, remedial measures and
legal expenses. If we or any of our associates fail to comply with economic sanctions or trade
restrictions imposed by national or international authorities that are applicable to us or them,
we may be exposed to potential legal liability and the costs associated with investigating
potential misconduct, as well as potential reputational damage.
Any export controls or any economic or trade restrictions applicable to our businesses
could be complex and may change frequently. The interpretation and enforcement of such laws
and regulations involve uncertainties, which may be driven by political or other factors out of
our control or heightened by national security concerns. Any potential restrictions imposed on
us or our business partners, as well as any associated inquiries or investigations or any other
government actions, may be difficult or costly to comply with and may cause disruptions to our
service offerings and business operations, result in negative publicity, require significant
management time and attention and subject us to fines, penalties or orders. Any of the
foregoing events may have a material and adverse effect on our business, financial condition
and results of operations.
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We are subject to concentration risks.
In 2022, 2023 and 2024 and for the six months ended June 30, 2025, revenue generated
from our largest customer in each period accounted for 11.9%, 24.4%, 19.3% and 18.9%,
respectively, of our revenue during those periods, and revenue generated from our five largest
customers in each period during the Track Record Period accounted for 25.4%, 36.0%, 35.1%
and 31.4%, respectively, of our revenue. We cannot assure you that there will not be any
dispute between our major clients and us, or that we will be able to maintain business
relationships with our existing clients. As a considerable portion of our revenue was generated
from a relatively small number of major clients during the Track Record Period, in the event
that the existing major clients cease to engage us for products and solutions, and we are unable
to find new clients with similar attributable revenue within a reasonable period of time or at
all, our business and prospects may be adversely affected. In addition, if any of such clients
default or delay on their payment or settlement of our trade and bills receivables, our liquidity,
financial condition and results of operations may be adversely affected.
We are subject to credit risks relating to defaults of clients and risks associated with
ineffective inventory management. Any significant default on our receivables by clients or
failure to manage our inventory effectively could result in a prolonged working capital cycle,
and materially and adversely affect our liquidity, financial condition and results of
operations.
We are exposed to credit risk relating to defaults of our clients. As of December 31, 2022,
2023 and 2024 and June 30, 2025, our trade and bills receivables amounted to RMB528.8
million, RMB522.5 million, RMB547.4 million and RMB567.2 million, respectively.
Additionally, our trade and bills receivables turnover days were 156 days, 131 days and 141
days in 2022, 2023 and 2024, respectively. Our trade and bills receivables turnover days were
158 days in the six months ended June 30, 2025. The changes in trade and bills receivables
turnover days from 2022 to 2023 was reflective of our revenue growth from 2022 to 2023, our
tightened credit term policies and enhanced collection effort. The increase in trade and bills
receivable turnover days from 2023 to 2024 was primarily due to the relatively lower revenue
recognized in 2024, partially affected by the longer recovery period of certain clients in
industry solutions business, in relation to the complex process and budget constraint of these
clients. The increase in trade and bills receivable turnover days from 2024 to the six months
ended June 30, 2025 was mainly due to seasonal effects, as revenue in the first half of the year
is in general lower than in the second half of the year, resulting in a lower accounts receivable
turnover period in the first half of the year than in the full year.
We may not be able to collect all such trade and bills receivables due to a variety of
factors that are beyond our control. For example, if the relationship between us and any of our
clients is terminated or deteriorated, or if any of our clients experience financial difficulties in
settling the trade receivables, our corresponding trade and bills receivables recoverability
might be adversely affected. As the amount of provisions made on our trade and bills
receivables are recorded as expenses on our results of operations, if we are not able to
effectively manage the credit risk associated with our trade and bills receivables, our results
of operations may be materially and adversely affected.
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Moreover, failure to maintain optimal inventory levels could increase our inventory
holding costs or cause us to lose sales. Our inventories amounted to RMB320.7 million,
RMB254.1 million, RMB141.6 million and RMB106.2 million as of December 31, 2022, 2023
and 2024 and as of June 30, 2025. Additionally, our inventory turnover days were 146 days,
144 days and 108 days in 2022, 2023 and 2024, respectively. Our inventory turnover days were
80 days in the six months ended June 30, 2025. The decrease in inventory turnover days from
2022 to 2024 was in connection with the phasing out of industry solutions. The decrease in
inventory turnover days from December 31, 2024 to June 30, 2025 was primarily due to the
decrease of customized services.
As of June 30, 2025, our inventories primarily consist of contract fulfillment costs
incurred to fulfill the performance obligations in connection with operational intelligence and
industry solutions, when and after the contracts are entered into, but before the services
thereunder are delivered to clients. In most cases, these inventories have a relatively long
delivery circle (sometimes more than one year), and we receive milestone payment in progress
with these projects. We closely monitor the status of contracts, and perform impairment testing
on a case-by-case basis. However, we may not be able to accurately track our inventory level
or may misjudge market demand. Inventory levels in excess of customer demand may result in
inventory write-downs or write-offs, an increase in inventory holding costs and a negative
effect on our liquidity. Therefore, failure to maintain optimal inventory levels could increase
our inventory holding costs or cause us to lose sales, which could adversely impact our
business, financial condition and results of operations.
Furthermore, our relatively long trade and bills receivable turnover days and inventory
turnover days could result in a prolonged working capital cycle and increased pressure on our
liquidity, which may expose us to risks related to cash flow management, affect our financial
flexibility and overall operational efficiency, and thereby materially and adversely impact our
financial condition and results of operations.
Our results of operations are subject to seasonal fluctuations.
Our financial results can be affected by seasonal fluctuations. Historically, we have
consistently recorded higher revenue in the second half of the year compared to the first half
of the year. In particular, for our marketing intelligence business, the second half of the year
is typically marked by major shopping festivals and promotional events such as the “Double
11” shopping festival. During these periods, consumer brands typically increase their budgets
for both online and offline marketing activities, leading to a surge in demand for our marketing
intelligence services. As the service fee for the media spending optimization software under the
Miaozhen Systems is typically determined based on the media spending of our clients, more
revenue is recognized when our clients engage in more marketing activities with the help of our
services. In addition, our clients who utilize our social media management software under the
Miaozhen Systems often have increased demand for ad hoc market and consumer insight
reports, which are charged based on the clients’ needs, in the second half of the year, primarily
due to the aforementioned shopping festivals and promotional events, as well as the unutilized
marketing budgets towards the end of the year. For operational intelligence, as our retail and
restaurant chain clients typically open more stores in the second half of the year, and we charge
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our clients primarily taking into account the type, complexity, labor, overall workload, the
number of chain stores to be covered, and other specific requirements in relation to the services
provided, we often see more revenue being recognized in the second half of the year for
operational intelligence business as well. We expect that the impact of seasonality on our
business to remain in the future. As a result of these seasonal variations, we believe that
comparisons of our operational results between different quarters or half-year periods within
a single fiscal year or across different fiscal years are not necessarily meaningful and that these
comparisons cannot be relied upon as indicators of our future performance.
The technologies we use or leverage and our products and solutions may contain undetected
errors or may not operate properly, which could adversely affect our business, results of
operation and financial condition.
We rely on various proprietary technologies for our business operations, including large
models and knowledge graphs, as well as automatic speech recognition. If any of these
technologies contain material defects or do not operate properly, it could impair not only
specific features or functionalities, such as our conversational intelligence analysis, but also
the overall performance of our products and services. Addressing these defects may require
significant time and expense, and there is no guarantee that we will be able to fully resolve
them. Although we have not encountered any material defects to date, there is no assurance that
our technologies, which consist of complex programs and algorithms, will always be fully
functional. If such defects or errors occur, they could significantly harm the user experience
and erode user trust and confidence in our products and solutions, leading to reputational
damage and loss of market share.
The complex nature of our data intelligence products and solutions also makes them
susceptible to undetected defects or errors, especially when new products and solutions are
introduced, new features are released, or they are integrated with updated third-party hardware
or software. Any real or perceived defects, failures, vulnerabilities, or bugs in our products and
solutions could result in negative publicity, performance issues, and legal liability, which could
be costly and time-consuming to address. The potential harm to our reputation and financial
condition from such defects or errors could be substantial, and our ability to maintain or grow
our market share may be adversely affected if we are unable to promptly and effectively resolve
these issues.
Our use of open-source technology could pose particular risk to our proprietary software,
products and solutions in a manner that negatively affects our business.
We use open-source software in some of our products and solutions and will continue to
use open-source software in the future. There is a risk that open-source software licenses could
be construed in a manner that imposes unanticipated conditions or restrictions on our ability
to provide or distribute our products or solutions. Additionally, we may face claims from third
parties claiming ownership of, or demanding release of, the open-source software or derivative
works that we developed using such software. These claims could result in litigation and could
require us to make our software source code freely available, purchase a costly license or cease
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offering the implicated products or services unless and until we can re-engineer them to avoid
infringement. This re-engineering process could require significant additional research and
development resources, and we may not be able to complete it successfully.
The use of open-source software subjects us to a number of other risks and challenges.
Open-source software is subject to further development or modification by anyone. Others may
develop such software to compete with us, or render such software no longer useful. It is also
possible for competitors to develop their own products and solutions using open-source
software, potentially reducing the demand for our products and solutions. With regard to the
potential competition from open-source software developed by others, we believe our core
capabilities that empower us in the competition lie in our core proprietary technologies in data
intelligence, knowledge graphs, and data privacy. Our products and solutions merely involve
open-source software in certain basic service support that is not comparable to our core
technologies. Therefore, we manage such competition risks primarily by focusing on our
proprietary technologies and product development. If we are unable to successfully address
these challenges, our business and operating results may be adversely affected, and our
development costs may increase.
Confidentiality agreements and non-compete covenants with employees and other third
parties may not adequately prevent the disclosure of trade secrets and other proprietary
information.
We have devoted substantial resources to the development of our technology and know
how. Although we enter into employment agreements with confidentiality, non-compete
covenants and intellectual property ownership clauses with our employees, we cannot assure
you that these agreements will not be breached, that we will have adequate remedies for any
breach in time or at all, or that our proprietary technology, know-how or other intellectual
property will not otherwise become known to third parties. In addition, others may
independently discover trade secrets and proprietary information, limiting our ability to assert
any proprietary rights against such parties. Costly and time-consuming litigation could be
necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or
maintain trade secret protection could adversely affect our competitive position.
Failure to protect our intellectual property could adversely harm our business, results of
operations and financial condition.
We believe that patents, trademarks, trade secrets, copyright, and other intellectual
property we use are critical to our business. For details, see “Business—Intellectual
Properties.” We rely on a combination of patent, trademark, copyright and trade secret
protection laws in China and other jurisdictions, as well as confidentiality procedures and
contractual provisions to protect our intellectual property and our brand.
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We have a portfolio of patents. As of June 30, 2025, we had 2,322 patents and 596 patent
applications. We have established a rigorous and forward-looking internal management system
for intellectual property protection, led by an IP management team. Additionally, we have
adopted leading patent database tools to enhance the precision of our patent searches, conduct
multidimensional patent analysis, and avoid duplicative patent applications. See
“Business—Intellectual Properties” for more details. We cannot predict whether the patent
applications we have filed will result in issued patents in any particular jurisdiction or whether
the claims of any issued patents will provide sufficient proprietary protection from
competitors.
Furthermore, we cannot guarantee the issuance of patents for any future patent
applications, nor can we ensure that any of our patents, present or future, will be effective in
protecting our software, technology, platform, and any pipeline products or solutions we
develop. In addition, the coverage claimed in a patent application may be significantly reduced
before a patent is issued, and its scope can be reinterpreted and even challenged after issuance.
As a result, we cannot guarantee that any technology or product we develop will be
protected or remain protectable by enforceable patents. Moreover, any patents that we hold or
may hold may be challenged, circumvented or invalidated by third parties.
We have completed registration of trademarks for logos that are material to our business
and daily operation in various trademark categories in terms of their use. However, we cannot
guarantee that our applications for trademark registration will not be rejected. Furthermore,
any application for trademark registration based on a combination or variation of the logos that
are rejected before is likely to be rejected again. We may continue to apply for registration of
trademarks for other logos from time to time for our current or future business operation.
However, there can be no assurance that any of such applications will be completed
successfully.
In addition, our competitors and other third parties may register trademarks or apply for
patents that are similar to ours, and may divert potential clients from us to them. Preventing
such unfair competition activities is inherently difficult. If we are unable to prevent such
activities, competitors and other third parties may drive potential clients away from us, which
could harm our reputation and materially and adversely affect our results of operations.
Our business partners may not always comply with our contract terms prohibiting the
unauthorized use of our brands, images, characters and other intellectual property rights. The
agreements may not effectively prevent disclosure of confidential information and may not
provide an adequate remedy in the event of unauthorized disclosure of confidential
information. In addition, third parties may independently discover trade secrets and proprietary
information, limiting our ability to assert any trade secret rights against such parties.
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While we typically require our employees and contractors who may be involved in the
development of intellectual property to execute agreements assigning such intellectual property
to us, we may be unsuccessful in executing or enforcing such an agreement with each party
who in fact develops intellectual property that we regard as our own. In addition, such
agreements may be breached. Accordingly, we may be forced to bring claims against third
parties, or defend claims that they may bring against us related to the ownership of such
intellectual property.
The implementation and enforcement of intellectual property laws in China have been
developing. Additionally, in executing our overseas growth strategy, we plan to proactively
protect our intellectual property rights by registering or filing for applications for our patents,
trademarks, copyright and other intellectual property in accordance with the applicable laws of
the relevant jurisdictions. Policing unauthorized use of intellectual properties is difficult and
expensive, and we may need to resort to litigation to enforce or defend intellectual property or
to determine the enforceability, scope and validity of our proprietary rights or those of others.
Such litigation and an adverse determination in any such litigation could result in substantial
costs and diversion of resources and management attention.
We may be subject to claims for infringement, misappropriation or other violation of
third-party intellectual property rights. Assertions or allegations that we have infringed or
violated intellectual property rights could harm our business and reputation.
Our success depends, in large part, on our ability to operate our business without
infringing, misappropriating or otherwise violating third-party rights, including third-party
intellectual property rights. We cannot be certain that our operations or any aspects of our
business do not or will not infringe upon or otherwise violate trademarks, copyrights or other
intellectual property rights held by third parties. We may from time to time be subject to such
proceedings and claims. We cannot assure you that holders of patents purportedly relating to
some aspect of our technology infrastructure or business, if any such holders exist, would not
seek to enforce such patents against us in China or any other jurisdictions. Further, the
application and interpretation of China’s patent laws and the procedures and standards for
granting patents in China are still evolving and may be subject to change, and we cannot assure
you that PRC courts or regulatory authorities would agree with our analysis. If we are found
to have violated the intellectual property rights of others, we may be subject to liability for our
infringement activities or may be prohibited from using such intellectual property, and we may
incur licensing fees or be forced to develop alternatives of our own. Defending against such
infringement or licensing allegations and claims is costly and time consuming and may divert
management’s time and other resources from our business and operations, and the outcome of
many of these claims and proceedings cannot be predicted. If a judgment, a fine or a settlement
involving a payment of a material sum of money were to occur, or an injunctive relief was
issued against us, it may result in significant monetary liabilities and may materially disrupt
our business and operations by restricting or prohibiting our use of the intellectual property in
question, and our business, financial position and results of operations could be materially and
adversely affected.
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Further, our agreements with clients and other third parties generally include
indemnification provisions under which we agree to indemnify them for losses suffered or
incurred as a result of claims of intellectual property infringement, or other liabilities relating
to or arising from our software, services or other contractual obligations. Large indemnity
payments could harm our business, results of operations and financial condition. Although we
normally contractually limit our liability with respect to such indemnity obligations, generally,
those limitations may not be fully enforceable in all situations, and we may still incur
substantial liability under those agreements. Any dispute with a client with respect to such
obligations could have adverse effects on our relationship with that client and other existing
clients as well as new clients, and harm our business and results of operations.
Our internal control system may not be adequate or effective in all respects.
Our success depends on our ability to effectively utilize our standardized management
system, information systems, resources and internal controls. See “Business—Risk
Management and Internal Control” for further information on our internal control policies. As
we continue to expand, we will need to modify and improve our financial and managerial
controls, reporting systems and procedures and other internal controls and compliance
procedures to meet our evolving business needs. If we are unable to improve our internal
controls, systems and procedures, they may become ineffective and adversely affect our ability
to manage our business and cause errors or information lapses that affect our business. Our
efforts in improving our internal control system may not result in eliminating all risks. If we
are not successful in discovering and eliminating weaknesses in our internal controls, our
ability to effectively manage our business may be affected.
We may be the subject of anti-competitive, harassing, or other detrimental conduct by third
parties including complaints to regulatory agencies, negative blog postings, and the public
dissemination of malicious assessments of our business that could harm our reputation and
results of operations.
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.
Our brand name and our business may be harmed by aggressive marketing and communications
strategies of our competitors. PRC laws and regulations also prohibit agreements and activities
which amount to unfair business competition and an abuse of a dominant market position. We
cannot assure you that we will not, in the future, be subject to such unfair business competition
or dominant market position abuse imposed by third parties. 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 in internet chatrooms or on blogs or websites by anyone, whether or not related
to us, on an anonymous basis. Internet users value readily available information and often act
on such information without further investigation or authentication and without regard to its
accuracy. The availability of information on social media platforms and devices is virtually
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immediate, as is its impact. Social media platforms and devices 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 financial performance, prospects or business. 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 adversely affect our results of operations.
Our business and reputation may be harmed by the misconduct, errors or omissions by our
employees or business partners.
Misconduct, including illegal, fraudulent or collusive activities, unauthorized business
conducts and behavior, misuse of corporate authorization, or errors by our employees or
business partners or their failure to perform their duties could subject us to legal liability and
negative publicity. Our employees may conduct fraudulent activities to bypass our internal
system and to complete shadow transactions and/or transactions outside our official or
authorized manner, such as kickbacks, self-dealing, misappropriation of corporate funds and
resources, disclosing clients’ information to competitors or other third parties for personal
gains, or applying for fake reimbursement. They may conduct activities in violation of unfair
competition law, which may expose us to unfair competition allegations and risks or conduct
activities that may damage our reputation, corporate culture or internal working environment.
Although we have implemented strict human resources risk management policies, and we have
in place an employee handbook approved by our management and distributed to all our
employees that contains broad internal rules and guidelines and cover areas such as best
commercial practices, work ethics, fraud prevention mechanisms and regulatory compliance,
there can be no assurance that our employees will not engage in misconducts or omissions that
could materially and adversely affect our business, financial condition and results of
operations.
Misconduct and noncompliance with laws and regulations by our business partners could
subject us to disruption of business, negative publicity or liability. Although we maintain strict
standards in choosing our business partners, we cannot assure you our business partners
providers will not engage in misconducts or omissions. Any misconduct by our business
partners may affect our operations and reputation, which may in turn affect our business,
results of operations and financial condition.
We have granted and may continue to grant share options and other share-based awards in
the future, which may result in increased share-based payment expenses or shareholder
dilution.
We adopted a share incentive plan for the purpose of granting share-based payment
awards to employees, directors and consultants to incentivize their performance and align their
interests with ours. For further detailed information, please refer to “Statutory and General
Information—Share Incentive Plans” in Appendix IV to this document. For the years ended
December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, we
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recorded share-based payment expenses of RMB71.5 million, RMB85.8 million, RMB106.6
million, RMB39.9 million and RMB10.0 million, respectively. We believe the granting of
share-based payment is of significant importance to our ability to attract and retain key
personnel and employees, and we will continue to grant share-based payment to employees in
the future. Issuance of additional Shares with respect to share-based payment may dilute the
shareholding percentage of our existing Shareholders. Our expenses associated with share-
based payment may increase, which may have an adverse effect on our results of operations.
We may be subject to complaints, claims, controversies, regulatory actions and legal
proceedings, which could have a material adverse effect on our results of operations,
financial condition, liquidity, cash flows and reputation.
We have been and may continue to be subject to or involved in or mentioned in various
complaints, claims, controversies, regulatory actions, arbitrations and legal proceedings.
During the Track Record Period and up to the Latest Practicable Date, there were no legal
proceedings pending or threatened against us or our Directors that could, individually or in the
aggregate, have a material adverse effect on our business, financial condition and results of
operations. During the Track Record Period and up to the Latest Practicable Date, we had not
been and were not involved in any material noncompliance incidents that have led to fines,
enforcement actions, or other penalties that could, individually or in the aggregate, have a
material adverse effect on our business, financial condition, and results of operations.
However, complaints, claims, arbitration, lawsuits, and litigations are subject to inherent
uncertainties, and we are uncertain whether existing or new claims against us or which mention
us would develop into lawsuits, damages or regulatory penalties and other disciplinary actions
that may be material to our business in the future. Lawsuits, litigations, arbitration and
regulatory actions may cause us to incur substantial costs or fines, utilize a significant portion
of our resources and divert management’s attention from our day-to-day operations, or
materially modify or suspend our business operations, any of which could materially and
adversely affect our financial condition, results of operations and business prospects.
Responding to or defending litigations or other claims, disputes or complaints against us
is costly and can impose a significant burden on our management and employees or negatively
affect our reputation, and there can be no assurances that favorable final outcomes will be
obtained in all cases. In addition, there can be no assurance that we will be successful in the
claims we pursue against other parties. Any resulting liability, losses or expenses, or changes
required to our businesses to reduce the risk of future liability, may have a material adverse
effect on our business, financial condition and prospects. The interpretation of PRC laws in
different jurisdictions may be subject to change, and an adverse outcome of a single claim
against us in one jurisdiction regarding our business practices may result in significant negative
publicity and heightened scrutiny by regulators and courts of our business and operations
across the country, or potential penalties or other regulatory actions against us. Any of such
outcomes may cause significant disruptions to our operations and materially and adversely
affect our results of operations and financial condition.
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We are subject to risks relating to our leased properties.
Currently, all of our offices are on leased premises. We may not be able to successfully
maintain, extend or renew our leases upon expiration of the current terms on commercially
reasonable terms or at all, and may therefore be forced to relocate to new offices. In the event
we are forced to relocate, we may not be able to locate desirable alternative sites for our offices
in a timely and cost-effective manner and the relocation of any of our offices may disrupt our
operations and result in significant relocation expenses, which could adversely affect our
business, financial condition and results of operations.
19 of our lease agreements had not been filed with the relevant government authorities as
of the Latest Practicable Date. Under the relevant PRC laws and regulations, we may be
required to file with the relevant government authority executed leases. As advised by our PRC
Legal Advisor, the failure to file the lease agreements for our leased properties will not affect
the validity of these lease agreements, but the competent housing authorities may order us to
file the lease agreements in a prescribed period of time and impose a fine ranging from
RMB1,000 to RMB10,000 for each non-filed lease if we fail to complete the registration within
the prescribed timeframe. The aggregate maximum penalty for the non-compliance relating to
the filing of lease agreements would be between RMB19,000 and RMB190,000 based on
agreements in force as of the Latest Practicable Date.
With respect to some of our leased properties, valid property ownership certificates or
other similar proofs have not been provided to us by the relevant lessors as of the Latest
Practicable Date. Therefore, we cannot assure you that such lessors are entitled to lease the
relevant properties to us. If the lessors are not entitled to lease the properties to us and the
owners of such properties decline to ratify the lease agreements between us and the respective
lessors, we may not be able to enforce our rights to lease such properties under the respective
lease agreements against the owners. As of the date of this document, we are not aware of any
claim or challenge brought by any third parties concerning the use of our leased properties
without obtaining proper ownership proof. If our lease agreements are claimed as null and void
by third parties who are the real owners of such leased properties, we could be required to
vacate the properties, in which event we could only initiate the claim against the lessors under
relevant lease agreements for indemnities for their breach of the relevant leasing agreements.
We cannot assure you that suitable alternative locations are readily available on commercially
reasonable terms, or at all.
As of the Latest Practicable Date, there were instances where the actual use of certain of
our leased properties did not align with the registered use. Under the PRC legal regime
regarding the land use right, land shall be used in line with the approved usage of the land. Any
change as contemplated to the usages of land shall go through relevant land alteration
registration procedures by landlords. Failure to do so may subject the landlords to warnings,
fines, and even the confiscation of land use rights without compensation by the PRC
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government authorities, and the tenants may be required to vacate the property. If we are
required to vacate any of the leased properties due to issues arising from the usage of land, we
will need to find alternative locations to use as our office space and may incur additional
expense or business disruptions.
If we fail to maintain preferential tax treatments and government grants or if the calculation
of our tax liability is successfully challenged, we may be required to pay tax, interest and
penalties in excess of our tax provisions.
Our PRC subsidiaries enjoy certain tax incentives pursuant to relevant law and
regulations, including reduced enterprise income tax rates. For example, under the PRC
Enterprise Income Tax Law and its implementation rules, the statutory enterprise income tax
rate is 25%. However, the income tax of an enterprise that has been determined to be a high
and new technology enterprise can be reduced to a preferential rate of 15%. During the Track
Record Period, 14 of our PRC subsidiaries were entitled to a preferential tax rate of 15% on
taxable income under the Enterprise Income Tax Law as they were accredited as a “High and
New Technology Enterprise” with a valid period of three years. In addition, 28, 30 and 23 of
our PRC subsidiaries were entitled to effective preferential tax rates of 2.5%, 5% and 5% for
the years ended December 31, 2022, 2023 and 2024, respectively, because they were regarded
as “small-scaled minimal profit enterprises” with taxable income of no more than RMB3
million. For the six months ended June 30, 2025, 24 of our PRC subsidiaries were entitled to
effective preferential tax rate of 5%, because they were regarded as “small-scaled minimal
profit enterprises” with taxable income of no more than RMB3 million. In the years ended
December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, we
recognized government grants of RMB52.6 million, RMB16.0 million, RMB8.5 million,
RMB3.6 million and RMB5.0 million, respectively, mainly attributable to our development in
advanced technology. Although our PRC subsidiaries have received preferential tax treatments
and government grants in the past, there is no assurance that we will continue to benefit from
the preferential tax treatments or obtain government grants in the future. Any increase in the
enterprise income tax rate applicable to our PRC subsidiaries in China, or any discontinuation,
retroactive or future reduction or refund of any of the preferential tax treatments and
government grants currently enjoyed by our PRC subsidiaries in China, could adversely affect
our business, financial condition and results of operations.
Further, in the ordinary course of our business, we are subject to complex income tax and
other tax regulations, and significant judgment is required in the determination of a provision
for income taxes. Although we believe our tax provisions are reasonable, if the PRC tax
authorities successfully challenge our position and we are required to pay tax, interest and
penalties in excess of our tax provisions, our financial condition and results of operations
would be materially and adversely affected.
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We have limited insurance coverage of our operations, which may expose us to significant
costs and business disruption.
We maintain certain insurance policies to safeguard us against risks and unexpected
events. For details, see “Business—Insurance.” We do not have any business liability or
disruption insurance to cover our operations. We do not maintain insurance policies covering
damages to our network infrastructures or information technology systems. We have
determined not to maintain such insurance policies because (i) our systems primarily handle ad
monitoring data and do not involve critical national infrastructure or sensitive personal
information; (ii) the losses from system interruptions are unlikely to significantly affect our
operations or financial conditions; and (iii) our liabilities in the event of system failures are
typically confined to timely system repairs and resumption of services pursuant to the
agreements with our clients, which are unlikely to cause substantial disruption to our business.
We consider our insurance coverage to be sufficient for our business operations in China.
However, we cannot assure you that our 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 may fail to successfully make necessary or desirable strategic alliance, acquisition, or
investment, and we may not be able to achieve the benefits we expect from the strategic
alliances, acquisition, or investments we make.
We may pursue selected strategic alliances and potential strategic acquisitions that are
supplemental to our business and operations, including opportunities that can help us further
expand our offerings and improve our technological capabilities. However, strategic alliances
with third parties could subject us to a number of risks. Strategic alliances may expose us to
risks relating to sharing proprietary information, non-performance or default by partners, and
increased expenses in establishing and maintaining these relationships. Additionally, our
ability to control or monitor the actions of our strategic partners may be limited, and any
negative publicity associated with our partners could harm our reputation by association.
We continually evaluate a wide range of potential investment and acquisition
opportunities to strengthen our market position. However, these transactions involve many
challenges, including:
 difficulties in integrating the acquired personnel, operations, solutions and/or
services into our operations;
 for investments over which we do not obtain management and operational control,
lack of influence over the controlling partner or shareholder, which may prevent us
from achieving our strategic goals in such investments;
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 new regulatory requirements and compliance risks that we become subject to as a
result of investments or acquisitions in new industries or otherwise;
 compliance matters including the anti-monopoly and competition laws, rules and
regulations of the PRC and other countries in connection with any proposed
investments and acquisitions;
 the use of substantial amounts of cash and potentially dilutive issuances of equity
securities; and
 the occurrence of significant goodwill impairment charges and amortization
expenses for other intangible assets.
The costs and complexities of identifying and executing strategic acquisitions can be
substantial, and the subsequent integration of new businesses, assets, or technologies may
require significant managerial and financial resources. This could divert resources from our
existing operations, negatively impacting our growth and business performance. In addition,
investments and acquisitions could result in the use of substantial amounts of cash, potentially
dilutive issuances of equity securities and exposure to potential unknown liabilities of the
acquired business. The acquired businesses or assets may not generate the financial results we
expect and may incur losses. The cost and duration of integrating newly acquired businesses
could also materially exceed our expectations. Any such negative developments described
above could disrupt our existing business and have a material adverse effect on our business,
reputation, financial condition and results of operations.
The current tensions in international trade policies and rising political tensions may
adversely impact our business and operating results.
There have been heightened tensions in international economic relations in recent years
and these tensions may continue to escalate in the future. These tensions have resulted in
changes in international trade policies and, as they further escalate, may result in additional
barriers to trade. For example, the U.S. has imposed or proposed the imposition of new tariffs
on products imported into the U.S. from a number of countries, such as China and Canada, and
could propose additional tariffs or increases to those already in place. China has responded by
imposing additional or higher tariffs on products imported from the U.S., among other
measures. The U.S. and China sequentially further increased the additional tariff charged on
each other, bringing the cumulative tariffs imposed on each other to over 100%. On May 12,
2025, China and the U.S. made a joint statement announcing a 90-day partial tariff truce, under
which both sides agreed to suspend 24 percentage points of recently imposed tariffs and roll
back subsequent escalations from April 2025. As of the date of this document, there is still a
high degree of uncertainty surrounding U.S. tariff policy on how it will be implemented and
how other countries will react to it. Although we currently conduct a substantial majority of our
business in China, major developments in trade relations, including the imposition of new or
increased tariffs by the U.S. and/or other countries could alter the trade environment and
negatively affect the hardware costs of our suppliers which, in turn, could have a negative
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impact on our overseas expansion plan, financial condition and results of operations.
Escalating U.S.-China tariff tensions have triggered a chain reaction of economic and political
repercussions, potentially worsening bilateral relations.
In addition, the U.S. government has adopted measures aiming to prohibit or restrict U.S.
investment in China-associated companies that operate in certain industries. On October 28,
2024, the U.S. Department of the Treasury issued a final rule to prohibit U.S. investment in
Chinese companies active in developing certain national security technologies, or the
Outbound Investment Rule. The Outbound Investment Rule targets investments involving
persons and entities associated with “countries of concern,” a designation currently limited to
China. In effect since January 2025, the Outbound Investment Rule imposes investment
prohibitions and notification requirements on a range of investments in companies engaged in
activities relating to three sectors: (i) semiconductors and microelectronics, (ii) quantum
technologies, and (iii) artificial intelligence systems. Persons from countries of concern
engaged in these activities are defined as “covered foreign persons.” Investments by U.S.
persons subject to the Outbound Investment Rule include the acquisition of equity or a
contingent equity interest, the provision of certain debt financing, the conversion of contingent
equity interest into equity interest, involvement in a greenfield or brownfield investment,
entrance into a joint venture, and the acquisition of a limited partner interest in non-U.S.
pooled investment fund.
The Outbound Investment Rule is aimed at exerting greater U.S. government oversight of
U.S. direct and indirect investments involving China, and it may introduce new hurdles and
uncertainties for cross-border collaborations, investments, and funding opportunities of
China-based companies.
The Outbound Investment Rule defines prohibited and notifiable transactions with
reference to whether the covered foreign person engages in a covered activity. Specifically, our
business operations do not involve semiconductors, microelectronics or quantum technologies.
With regard to artificial intelligence, under the Outbound Investment Rule, “prohibited
transactions” primarily include situations where a covered foreign person (i) develops artificial
intelligence systems designed to be exclusively used or intended to be used for a military,
government intelligence, or mass surveillance end use, or (ii) develops artificial intelligence
systems that are trained using a quantity of computing power greater than 10^25 computational
operations, or 10^24 computational operations using primarily biological sequence data.
“Notifiable transactions” generally refer to situations where a covered foreign person develops
an artificial intelligence system that does not meet the criteria to make the transaction a
prohibited transaction, but nevertheless is (i) designed to be used for a military end use, or
government intelligence or mass-surveillance end use, (ii) intended to be used for
cybersecurity applications, digital forensic tools, penetration testing tools, or the control of
robotic systems, or (iii) trained using computing power greater than 10^23 computational
operations.
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Solely based on information provided by the Company as well as confirmations and
representations made by the Company, our legal advisor on the Outbound Investment Rule
analyzed the application and implications of the Outbound Investment Rule for the Company.
Taking into account the Company’s actual business operations and the advice from the legal
advisor, the directors of the Company are of the view that (i) our Company would not be
defined as “covered foreign person” under the Outbound Investment Rule, because we do not
engage in a “covered activity” or otherwise meet the definition of “covered foreign person”
provided in the Outbound Investment Rule, and (ii) the Outbound Investment Rule will not
have any material adverse impact on the Company’s business operations, financial performance
and investment prospects.
Our artificial intelligence system does not meet any of the criteria specified for either
prohibited or notifiable transactions under the Outbound Investment Rule. In particular, our
artificial intelligence system is not designed or intended for military, government intelligence,
or mass surveillance uses, nor are they intended to be used for cybersecurity applications,
digital forensic tools, penetration testing tools, or the control of robotic systems. In addition,
the computing power of our artificial intelligence system does not exceed 10^23 computational
operations.
However, there is no assurance that the U.S. Department of the Treasury will take the
same view as ours. We note that several of the concepts related to the “development of AI
systems” in the Outbound Investment Rule are not well-defined and the U.S. Department of
Treasury has published limited guidance on the Outbound Investment Rule’s interpretation.
Therefore, there are uncertainties as to the Outbound Investment Rule’s interpretation,
application, and enforcement. If we were to be deemed a “covered foreign person,” and if U.S.
persons engaged in a “covered transaction” that involves the acquisition of our equity interests,
such U.S. persons may be prohibited to do so or may need to make a notification, as applicable
pursuant to the Outbound Investment Rule. In addition, our ability to raise capital or contingent
equity capital from U.S. investors may be limited due to the Outbound Investment Rule and
other similar laws, regulations and policies.
On February 21, 2025, the White House released U.S. President Trump’s “America First
Investment Policy” memorandum, outlining several initiatives to incentivize investment from
U.S. allies and partners while restricting investments involving “foreign adversaries” including
China. Among other things, the policy aims to expand the industry sectors covered by the U.S.
outbound investment regulations and supplement outbound restrictions through the imposition
of sanctions. As of the date of this document, the proposed changes under the America First
Investment Policy are not implemented, although the proposed restrictions may further deepen
the uncertainties for cross-border collaborations, investments, and funding opportunities of
China-based issuers including us. If our ability to raise such capital is significantly and
negatively affected, it could be detrimental to our business, financial condition and prospects.
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Rising political tensions could reduce levels of trades, investments, technological
exchanges, and other economic activities, which would materially and adversely affect the
global economic conditions and the stability of global financial markets. These developments
may also lead to increased compliance costs, operational disruptions, and potential constraints
on our access to capital markets. Any further escalation of international tensions may have a
negative impact on the general, economic, political, and social conditions of the countries
where we operate and, in turn, adversely impact our business, financial condition, and results
of operations.
We are exposed to the risks associated with doing business internationally.
We have previously launched an online advertising evaluation and management system
targeting the international market in 2014. The product addresses enterprise clients’ needs by
providing a full-cycle advertising operation management covering advertising campaigns,
multi-dimensional data insights and analysis, and convenient data download services. Since
launch, the product targeted the Southeast Asia markets. We plan to expand our business
internationally with an initial focus on Singapore, Japan, Indonesia, Malaysia, Thailand, and
select European markets.
As we execute our plan to expand our operations to additional overseas markets and
regions, we may have to adapt our business models to the local market due to various legal
requirements and market conditions. Our international operations and expansion efforts may
result in increased costs and are subject to a variety of risks, including increased competition,
uncertain enforcement of our intellectual property rights, unfamiliar market conditions and the
complexity of compliance with laws and regulations in different jurisdictions.
We also could be significantly affected by other risks associated with international
activities including, but not limited to, economic and labor conditions, increased duties, taxes
and other costs and political instability. Sales of our products and solutions in foreign countries
could be materially and adversely affected by international trade regulations, including duties,
tariffs and anti-dumping penalties. We are also exposed to credit and collectability risk on our
trade receivables with clients in certain international markets. There can be no assurance that
we can effectively limit our credit risk and avoid losses.
We face risks relating to natural disasters, health epidemics and other outbreaks, which
could significantly disrupt our operations.
In addition to the impact of COVID-19, our business could be adversely affected by
natural disasters, health epidemics or other public safety concerns affecting China. In addition,
our results of operations could be adversely affected to the extent that any health epidemic
harms the Chinese economy in general. A prolonged outbreak of any of these illnesses or other
adverse public health developments in China or elsewhere in the world could have a material
adverse effect on our business operations. Such outbreaks could significantly impact the data
intelligence application software industry, as well as the businesses of our clients, which could
materially and adversely affect our business, financial condition and results of operations.
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Natural disasters may give rise to server interruptions, breakdowns, system failures,
technology platform failures or internet failures, which could cause the loss or corruption of
data or malfunctions of software or hardware as well as adversely affect our ability to operate
our platform and provide products and solutions. Most of our management and employees work
in Beijing, Shanghai, Nanjing, Wuhan, Guangzhou and Y antai. Many of our system hardware
and back-up systems are hosted in facilities located in Ningbo. Consequently, if any natural
disasters, health epidemics or other public safety concerns were to affect Beijing, Shanghai,
Nanjing, Wuhan, Guangzhou, Y antai and Ningbo, our operation may experience material
disruptions, which may materially and adversely affect our business, financial condition and
results of operations.
RISKS RELATING TO DOING BUSINESS IN THE COUNTRY WHERE WE
PRIMARILY OPERATE
Changes in economic, political or social conditions or government policies could have a
material adverse effect on our business and operations.
Substantially all of our revenues are sourced from China. Accordingly, our results of
operations, financial condition and prospects are influenced by economic, political and legal
developments in China. The PRC government has implemented various measures to encourage
economic growth and guide the allocation of resources. While these measures will benefit
China’s macro economy as a whole, some of them may result in uncertainties to our Company.
In addition, any adverse changes in economic conditions in China or across the globe may
materially and adversely affect our business, financial condition and results of operations.
Y ou should assess the legal protections you are entitled to under the legal system in China.
The laws and regulations in China are subject to revisions or interpretations from time to
time. New laws, regulations, guidelines and interpretations that are promulgated in the future
may affect the rights and obligations of the parties involved. In addition, legal cases are not
official legal sources in China, and prior court decisions may be cited for reference but may
not have binding authority. Therefore, you should assess the legal protections you are entitled
to under legal system in China.
We may be subject to the approval or other requirements of the CSRC or other PRC
governmental authorities in connection with overseas offerings and future capital raisings
activities.
On February 17, 2023, with the approval of the State Council, the CSRC released the Trial
Administrative Measures of the Overseas Securities Offering and Listing by Domestic
Companies () and five supporting guidelines
(the “ Overseas Offering and Listing Trial Measures ”), which came into effect on March 31,
2023. The Overseas Offering and Listing Trial Measures comprehensively reformed the
regulatory regime for overseas securities offerings and listings by China-based companies,
conducted either in direct or indirect manners, by adopting a filing-based regulatory
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mechanism. See “Regulations—Regulations Relating to M&A and Overseas Listing” for
details. According to the Overseas Offering and Listing Trial Measures, this Global Offering
shall be deemed as an indirect offering by PRC domestic enterprise, and we are required to
submit filings with the CSRC within three business days after we submit application for this
Global Offering. The CSRC confirmed completion of such filings on August 28, 2025.
Furthermore, the filing procedure with the CSRC under the Overseas Offering and Listing Trial
Measures may be required for any future offerings, listing or any other capital raising
activities. It is uncertain whether we could complete the procedure in relation to any further
capital raising activities in a timely manner, or at all. Any failure to complete the filing
procedure in a timely manner may adversely affect our ability to finance the development of
our business and may have a material adverse effect on our business, results of operations and
financial conditions.
Furthermore, on February 24, 2023, the CSRC and other relevant government
departments released the Provisions on Strengthening the Confidentiality and Archives
Administration Related to the Overseas Securities Offering and Listing by Domestic
Enterprises (),
which came into effect on March 31, 2023. The Provisions aims to expand the applicable scope
of the regulation to indirect overseas offerings and listings by PRC domestic companies and
emphasize the confidentiality and archive management duties of PRC domestic companies
during the process of overseas offerings and listings.
The CSRC or other PRC regulatory authorities may also take actions requiring us, or
making it advisable for us, to halt this Global Offering or future capital raising activities before
settlement and delivery of the Shares we are offering 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 Overseas Offering and Listing Trial Measures for this Global 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. Such procedures
for obtaining the waiver remain unclear. Any uncertainties or negative publicity regarding such
approval, filing or other requirements could materially and adversely affect our business,
prospects, financial condition, reputation, and trading price of the Shares.
Fluctuations in exchange rates may result in foreign currency exchange losses and may have
a material adverse effect on your investment in our Shares.
A substantial portion of our revenues and cost of revenue is denominated in Renminbi.
However, as we currently operate and plan to continue operating some of our business in
foreign jurisdictions, we are subject to risks associated with foreign currency exchange
fluctuations. Our Group incurred foreign exchange losses, net of RMB114.6 million, RMB21.4
million and RMB16.8 million in 2022, 2023 and 2024, respectively. The exchange gains or
losses arose from the translation of monetary assets, liabilities, and transactions denominated
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in U.S. dollar and Hong Kong dollar into RMB. Our Group recorded other comprehensive loss
from exchange differences on translation of RMB667.8 million, RMB104.8 million and
RMB89.8 million in 2022, 2023 and 2024, respectively, due to the fluctuations of U.S.
dollar/RMB exchange rate. Changes in the value of foreign currencies may increase our
Renminbi costs for, or reduce our Renminbi revenues from, our foreign operations. The
fluctuation of foreign exchange rates also affects the value of our monetary and other assets
and liabilities denominated in foreign currencies. We cannot guarantee that future fluctuations
of exchange rates would not have a material adverse impact on our financial condition and
results of operations.
It is difficult to predict how external factors may impact the exchange rate of the
Renminbi to foreign currencies in the future. There can be no assurance that such exchange rate
will remain stable against the U.S. dollar, the Hong Kong dollar, or other foreign currencies in
the market. The proceeds from the Global Offering will be received in Hong Kong dollars. As
a result, to the extent that we need to convert the proceeds from the Global Offering into
Renminbi for our operations, any appreciation of the Renminbi against the Hong Kong dollar
or other foreign currencies may have an adverse effect on the Renminbi amount we would
receive from the conversion. Any appreciation of the Renminbi against foreign currencies also
may affect our overseas operations. Conversely, any depreciation of the Renminbi against
foreign currencies may adversely affect the value of, and any dividends payable on, our Shares
in foreign currency.
Under existing foreign exchange regulations, following the completion of the Global
Offering, we will be able to pay dividends in foreign currencies without prior approval from
the State Administration of Foreign Exchange by complying with certain procedural
requirements. However, there is no assurance that these foreign exchange policies regarding
payment of dividends in foreign currencies will continue in the future. In addition, any
insufficiency of foreign exchange may restrict our ability to obtain sufficient foreign exchange
for dividend payments to shareholders or to satisfy any other foreign exchange requirements,
capitalize our capital expenditure plans, and even our business, operating results and financial
condition, may be affected.
All of these factors may materially and adversely affect our business, financial condition,
results of operations, and prospects, and may reduce the value of, and dividends payable on,
our Shares in foreign currency terms.
The M&A Rules and certain other relevant regulations may make it more difficult for us to
pursue growth through acquisitions, and changes to or failure to comply with anti-monopoly
and competition laws could adversely affect our business, financial condition, or operating
results.
The M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009,
and some other regulations and rules concerning mergers and acquisitions established
additional procedures and requirements that could make merger and acquisition activities by
foreign investors more time consuming and complex, including requirements in some instances
RISK FACTORS
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that the anti-monopoly law enforcement agency be notified in advance of any change-of-
control transaction in which a foreign investor takes control of a PRC domestic enterprise.
Moreover, the PRC Anti-monopoly Law requires that the anti-monopoly law enforcement
agency shall be notified in advance of any concentration of undertaking if certain thresholds
are triggered. In addition, the Regulations on Implementation of Security Review System for
the 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. On December 19, 2020, the NDRC and MOFCOM jointly
promulgated the Measures for the Security Review for Foreign Investment ( ̮ਠҳ༟τΌᄲ
), effective on January 18, 2021, setting forth provisions concerning the security
review mechanism on foreign investment, including the types of investments subject to review,
review scopes and procedures, among others. The Office of the Working Mechanism of the
Security Review of Foreign Investment has been established under the NDRC, which leads the
task together with MOFCOM. Foreign investor or relevant parties in China must declare the
security review to the Office of the Working Mechanism of the Security Review of Foreign
Investment prior to the investments in, among other industries, important cultural products and
services, important information technology and internet products and services, important
financial services, key technologies and other important fields relating to national security, and
obtain control in the target enterprise. For more information, see “Regulations—Regulations
Relating to M&A and Overseas Listing.”
In the future, we may grow our business by acquiring complementary businesses.
Complying with the requirements of the above-mentioned 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 counterpart or anti-monopoly law
enforcement agency may delay or inhibit our ability to complete such transactions, which could
affect our ability to expand our business or maintain our market share.
We may be classified as a “PRC resident enterprise” for PRC enterprise income tax purposes,
which may result in unfavorable tax consequences to us and our Shareholders and have a
material adverse effect on our results of operations and the value of your investment.
Under the PRC Enterprise Income Tax Law () and its
implementation rules, an enterprise established outside of China with its “de facto management
body” within China is considered a “resident enterprise” and will be subject to PRC enterprise
income tax on its global income at the rate of 25%. The implementation rules define the term
“de facto management body” as the body that exercises full and substantial control and overall
management over the business, productions, personnel, accounts and properties of an
enterprise. In 2009, the State Administration of Taxation issued a circular, known as SA T
Circular 82, which provides certain specific criteria for determining whether the “de facto
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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 controlled by PRC individuals or foreigners, the criteria
set forth in the circular may reflect the State Administration of Taxation’s general position on
how the “de facto management body” text should be applied in determining the tax resident
status of all offshore enterprises. According to SA T 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: (i) the primary location of the day-to-day operational management is in the PRC; (ii)
decisions relating to the enterprise’s financial and human resource matters are made or are
subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary
assets, accounting books and records, company seals, and board and shareholder resolutions,
are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior
executives habitually reside in the PRC.
As all of our management is currently located in the PRC, it remains unclear whether the
PRC tax authorities would require or permit our overseas registered entities to be treated as
PRC resident enterprises. If the PRC tax authorities determine that our Company is a PRC
resident enterprise for enterprise income tax purposes, we may be required to withhold a 10%
withholding tax from dividends we pay to our Shareholders that are non-resident enterprises.
In addition, non-resident enterprise shareholders may be subject to PRC tax at a rate of 10%
on gains realized on the sale or other disposition of our Shares, if such income is treated as
sourced from within the PRC. Furthermore, if PRC tax authorities determine that we are a PRC
resident enterprise for enterprise income tax purposes, dividends paid to our non-PRC
individual Shareholders and any gain realized on the transfer of our Shares by such
Shareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may
be withheld at source by us), if such dividends or gains are deemed to be from PRC sources.
These rates may be reduced by an applicable tax treaty, but it is unclear whether non-PRC
Shareholders of our Company would be able to claim the benefits of any tax treaties between
their country of tax residence and the PRC in the event that our Company is treated as a PRC
resident enterprise. Any such PRC tax may reduce the returns on your investment in our Shares.
We face uncertainty with respect to indirect transfer of equity interests in PRC resident
enterprises by their non-PRC holding companies.
We face uncertainties regarding the reporting on and consequences of previous private
equity financing transactions involving the transfer and exchange of shares in our Company by
non-resident investors. In February 2015, the State Administration of Taxation issued Circular
of SA T Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by
Non-Resident Enterprises (ʍਪᕚ
ʮѓ)( “ Bulletin 7 ”). Pursuant to 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
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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. Bulletin 7 does not apply to transactions of sale
of shares by investors through a public stock exchange where such shares were acquired from
a transaction through a public stock exchange. On October 17, 2017, the SA T issued the
Announcement of the SA T on Issues Concerning the Withholding of Non-resident Enterprise
Income Tax at Source (ʮѓ)
(“Bulletin 37 ”), which came into effect on December 1, 2017. The Bulletin 37 further clarifies
the practice and procedure of the withholding of non-resident enterprise income tax.
There is uncertainty as to the application of Bulletin 37 or previous rules under Bulletin
7. We face uncertainties on the reporting and consequences of private equity financing
transactions, share exchanges or other transactions involving the transfer of shares in our
Company by investors that are non-PRC resident enterprises. Our Company may be subject to
filing obligations or taxes if our Company is the transferor in such transactions, and may be
subject to withholding obligations if our Company is the transferee in such transactions, under
Bulletin 37 and Bulletin 7.
PRC regulations of loans to and direct investment in PRC entities by offshore holding
companies and regulations on currency conversion may restrict or delay us from using the
proceeds of the Global Offering to make loans or additional capital contributions to our PRC
subsidiaries, which may 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 approval from
governmental authorities and requirements on the available loan amount, or we may make
additional capital contributions to our wholly foreign-owned subsidiaries in China.
Any loans to our wholly foreign-owned subsidiaries in China, which are treated as foreign
invested enterprises under PRC law, are subject to PRC regulations and foreign exchange loan
registrations. For example, loans by us to our wholly foreign-owned subsidiaries in China to
finance their activities cannot exceed statutory limits and must be registered with the local
counterpart of SAFE. In addition, a foreign-invested enterprise shall use its capital pursuant to
the principle of authenticity and self-use within its business scope. The capital of a
foreign-invested enterprise shall not be used for the following purposes: (i) directly or
indirectly used for payments beyond the business scopes of the enterprises or payments as
prohibited by relevant laws and regulations; (ii) directly or indirectly used for investment in
securities unless otherwise provided by the relevant laws and regulations; (iii) directly or
indirectly used for granting entrust loans in Renminbi (unless permitted by the scope of
business), repaying inter-enterprise borrowings (including advances by the third party) or
repaying the bank loans in Renminbi that have been sub-lent to third parties; or (iv) directly
or indirectly used for expenses related to the purchase of real estate that is not for self-use
(except for the foreign-invested real estate enterprises).
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On March 30, 2015, SAFE promulgated the Circular on Reforming the Management
Approach regarding the Settlement of Foreign Capital of Foreign-invested Enterprise (࢕
)( “Circular 19 ”), which
took effect on June 1, 2015, and was amended on December 30, 2019. Circular 19 launched a
nationwide reform of the administration of the settlement of the foreign exchange capitals of
foreign-invested enterprises and allows foreign-invested enterprises to settle their foreign
exchange capital at their discretion, but continues to prohibit foreign-invested enterprises from
using RMB funds converted from their foreign exchange capital for expenditures beyond their
business scope. On June 9, 2016, the SAFE promulgated the Circular on Reforming and
Standardizing the Foreign Exchange Settlement Management Policy of Capital Account ( ਷
)( “ Circular 16 ”). Circular 16
prohibits foreign-invested enterprises from, among other things, using RMB funds converted
from their foreign exchange capital for expenditure beyond their business scope, investment
and financing (except for securities investment or non-guaranteed bank products), providing
loans to non-affiliated enterprises or constructing or purchasing real estate not for self-use. In
January 2017 and April 2020, SAFE further promulgated the Circular on Further Improving
Reform of Foreign Exchange Administration and Optimizing Genuineness and Compliance
V erification (
(“Circular 3 ”) and the Circular of the State Administration of Foreign Exchange on
Optimizing Foreign Exchange Management Service in Support of Foreign Business
Development ()( “ Circular
8”), respectively. Circular 3 stipulates several capital control measures with respect to the
outbound remittance of profits from domestic entities to offshore entities while Circular 8
stipulates the reform of facilitating the payments of incomes under the capital accounts shall
be promoted nationwide. For further information, see “Regulations—Regulations Relating to
Foreign Exchange.” Circular 19, Circular 16, Circular 3 and Circular 8 may significantly limit
our ability to transfer to and use the loans or investment in the PRC, which may materially and
adversely affect our business, financial condition and results of operations.
We may be subject to penalties, including restrictions on our ability to inject capital into our
PRC subsidiaries and our PRC subsidiaries’ ability to distribute profits to us, if our
PRC-resident Shareholders or beneficial owners fail to comply with relevant PRC foreign
exchange regulations.
On October 21, 2005, SAFE promulgated the Notice on Relevant Issues Concerning
Foreign Exchange Administration for PRC Residents to Engage in Financing and Inbound
Investment via Overseas Special Purpose V ehicles (͏ஷཀྤ̮
)( “ SAFE Circular 75 ”). SAFE
Circular 75 requires PRC residents who established or acquired control of special purpose
companies that made onshore investment in the PRC are required to complete the relevant
overseas investment foreign exchange registration or filing procedures.
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SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange
Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment
Through Special Purpose V ehicles (ʮ̡ྤ̮ҳ
)( “ SAFE Circular 37 ”) in July 2014, replacing
SAFE Circular 75. SAFE Circular 37 requires PRC residents (including PRC individuals and
PRC entities) to register with SAFE or its local branch in connection with their establishment
or control of an offshore entity established for the purpose of overseas investment or financing
with such PRC residents’ legally owned assets or equity interests in domestic enterprises or
offshore assets or interests. On February 13, 2015, SAFE issued Notice of State Administration
of Foreign Exchange on Further Simplification and Improvement of Foreign Exchange
Management Policy for Direct Investment (ટҳ༟
), effective June 1, 2015, pursuant to which, the power to accept SAFE
registration was delegated from local SAFE to local qualified banks where the assets or interest
in the domestic entity was located.
If our Shareholders who are PRC residents do not complete their registration with the
local SAFE branches, our PRC subsidiaries may be prohibited from distributing their profits
and proceeds from any reduction in capital, share transfer or liquidation to us, and we may be
restricted in our ability to contribute additional capital to our PRC subsidiaries. Moreover,
failure to comply with the SAFE registration described above could result in liability under
PRC laws for evasion of applicable foreign exchange restrictions.
We have used our best efforts to notify PRC residents who directly or indirectly hold
shares in our Cayman Islands holding company and who are known to us as being PRC
residents to complete the foreign exchange registrations. However, we may not be informed of
the identities of all the PRC residents holding direct or indirect interest in our Company, nor
can we compel our beneficial owners to comply with SAFE registration requirements. We
cannot assure you that all Shareholders or beneficial owners of ours who are PRC residents
have complied with, and will in the future make, obtain or update any applicable registrations
or approvals required by, SAFE regulations. Failure by such Shareholders or beneficial owners
to comply with SAFE regulations, or failure by us to amend the foreign exchange registrations
of our PRC subsidiaries, could subject us to fines or legal sanctions, restrict our overseas or
cross-border investment activities, limit our PRC subsidiaries’ ability to make distributions or
pay dividends to us or affect our ownership structure, which could adversely affect our
business and prospects.
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Furthermore, according to the Administrative Measures on Overseas Investments by
Enterprises (), which was promulgated by the NDRC in December
2017, non-sensitive overseas investment projects are subject to filing requirements with the
NDRC or its local branch. In September 2014, MOFCOM promulgated the Administrative
Measures on Overseas Investments (), pursuant to which overseas
investments by PRC enterprises that involve a whitelist of countries, regions and industries are
subject to record-filing requirements with a local branch of MOFCOM. If we or any of our
Shareholders, who are PRC enterprises, regulated by such policies fails to satisfy the
applicable overseas direct investment filing or approval requirement in a timely manner or at
all, we or our Shareholders may be ordered by relevant PRC authorities to suspend any ongoing
activities of such nature and rectify any non-compliance within a specified timeframe.
We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to
fund any cash and financing requirements we may have. Any limitation on the ability of our
PRC subsidiaries to make payments to us may have a material adverse effect on our ability
to conduct our business or financial condition.
We are a Cayman Islands holding company, and we may rely on dividends and other
distributions on equity that may be paid by our PRC subsidiaries for our cash and financing
requirements, including the funds necessary to pay dividends and other cash distributions to the
holders of our Shares and service any debt we may incur. If any of our PRC subsidiaries incur
debt on their own behalf in the future, the instruments governing the debt may restrict their
ability to pay dividends or make other distributions to us.
Under PRC laws and regulations, our PRC subsidiaries may pay dividends only out of
their respective retained earnings as determined in accordance with PRC accounting standards
and regulations. In addition, a wholly foreign-owned enterprise is required to set aside at least
10% of its after-tax profits each year, after making up previous years’ accumulated losses, if
any, to fund certain statutory reserve funds, until the aggregate amount of such a fund reaches
50% of its registered capital. Our PRC subsidiaries may also allocate a portion of their
respective after-tax profits based on PRC accounting standards to discretional reserve funds.
These reserve funds are not distributable as cash dividends.
It is possible that more restrictions and substantial vetting process may be put forward by
SAFE for cross-border transactions falling under both the current account and the capital
account. Any limitation on the ability of our PRC subsidiaries to pay dividends or make other
kinds of payments to us could materially and adversely limit our ability to grow, make
investments or acquisitions that could be beneficial to our business, pay dividends, or
otherwise fund and conduct our business.
In addition, the PRC Enterprise Income Tax Law and its implementation rules provide
that a withholding tax at a rate of 10% will be applicable to dividends payable by PRC
companies to non-PRC-resident enterprises unless otherwise exempted or reduced under
treaties or arrangements between the PRC government and governments of other countries or
regions where the non-PRC resident enterprises are tax resident.
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Failure to comply with PRC regulations regarding the registration requirements for
employee stock ownership plans or share option plans may subject the PRC plan participants
or us to fines and other legal or administrative sanctions.
Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in
overseas non-publicly listed companies due to their position as director, senior management or
employees of the PRC subsidiaries of the overseas companies may submit applications to
SAFE or its local branches for the foreign exchange registration with respect to offshore
special purpose companies. Our Directors, executive officers and other employees who are
PRC residents and who have been granted share-based awards may follow SAFE Circular 37
to apply for the foreign exchange registration before our Company becomes an overseas listed
company. In February 2012, SAFE promulgated the Notice on Issues Concerning the Foreign
Exchange Administration for Domestic Individuals Participation in Equity Incentive Plans of
Overseas Listed Companies (ྌ
)( “ SAFE Circular 7 ”). Under SAFE Circular 7 and other relevant
rules and regulations, PRC residents who participate in 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 a stock incentive plan who are PRC residents must
retain a qualified PRC agent, which could be a PRC subsidiary of such overseas publicly listed
company or another qualified institution selected by such PRC subsidiary, to conduct the SAFE
registration and other procedures with respect to the stock incentive plan on behalf of its
participants. Such participants must also retain an overseas entrusted institution to handle
matters in connection with their exercise of share-based awards, the purchase and sale of
corresponding shares 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 stock incentive plan, the PRC agent or the overseas entrusted institution or other
material changes. We and our PRC employees who have been granted share-based awards are
subject to SAFE Circular 7 and other relevant rules and regulations these regulations. Failure
of our PRC share-based award holders to complete their SAFE registrations may subject these
PRC residents to fines and legal sanctions and may also limit our ability to contribute
additional capital into our PRC subsidiary, limit our PRC subsidiary’s ability to distribute
dividends to us, or otherwise materially adversely affect our business.
Service of process upon us or our management that reside in China or enforcement against
them or us in China of any judgment obtained from foreign courts will be subject to PRC
laws and regulations and international and regional treaties to which China has entered
into.
We are an exempted company registered by way of continuation with limited liability
under the laws of the Cayman Islands. A majority of our Directors and officers reside within
China, and substantially all of our assets are located within China. Service of process upon us
or our management that reside in China or enforcement against them or us in China of any
judgment obtained from foreign courts by investors will be subject to PRC laws and regulations
and international and regional treaties to which China has entered into. According to the PRC
Civil Procedure Law, if a legally effective judgment or ruling made by a foreign court requires
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recognition and enforcement by any PRC court, the party concerned may directly apply for
recognition and enforcement to the intermediate PRC court with jurisdiction. Alternatively, the
foreign court may, pursuant to the provisions of an international treaty concluded between or
acceded to by the foreign state or region and China or in accordance with the principle of
reciprocity, request the PRC court to recognize and enforce the judgment or ruling. China has
not joined international treaties with all countries and regions. However, mainland China and
Hong Kong have signed a series of arrangements for mutual recognition and enforcement of
civil and commercial judgments under contractual jurisdiction.
For example, on July 14, 2006, mainland China and Hong Kong entered into the
Arrangement between the Courts of the Mainland and Courts of the Hong Kong Special
Administrative Region on Reciprocal Recognition and Enforcement of Judgments in Civil and
Commercial Matters Where the Parties Involved Have a Choice of Court Agreement, also
known as the 2006 Arrangement, which took effect from August 1, 2008. Pursuant to the 2006
Arrangement, a party with an enforceable final court judgment rendered by any designated
PRC court or any designated Hong Kong court requiring payment of money in a civil and
commercial case according to a written choice of court agreement, may apply for recognition
and enforcement of the judgment in the relevant PRC court or Hong Kong court. A written
choice of court agreement is defined as any agreement in writing entered into between parties
after the effective date of the 2006 Arrangement in which a Hong Kong court or a PRC court
is expressly designated as the court having sole jurisdiction for the dispute. Therefore, it may
not be possible to enforce a judgment rendered by a Hong Kong court in the PRC pursuant to
the 2006 Arrangement if the parties in the dispute did not enter into a written choice of court
agreement. On January 18, 2019, mainland 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, also known
as the 2019 Arrangement, which took effect on January 29, 2024, and superseded the 2006
Arrangement, save for contracts containing exclusive jurisdiction agreements signed before
January 29, 2024. On November 10, 2023, the Hong Kong government published the Mainland
Judgments in Civil and Commercial Matters (Reciprocal Enforcement) Ordinance and the
Mainland Judgments in Civil and Commercial Matters (Reciprocal Enforcement) Rules in the
Gazette and the PRC Supreme People’s Court published 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 on January 25, 2024,
confirming that the 2019 Arrangement would come into effect since January 29, 2024. The new
regime no longer limits enforceable judgments to those granting monetary awards and whose
parties have written and exclusive choice of forum agreement. However, the interpretation and
enforcement of the newly implemented laws in practice continues to evolve.
In addition, on January 9, 2021, the Ministry of Commerce promulgated the Measures for
Blocking Improper Extraterritorial Application of Foreign Laws and Measures, pursuant to
which, 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 other
related activities with a third State (or region) or its citizens, legal persons, or other
organizations, it must truthfully report such matters to the Ministry of Commerce within 30
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days. Upon assessment and confirmation that there exists unjustified extraterritorial
application of foreign legislation and other measures, the Ministry of Commerce could issue
a prohibition order to the effect that the relevant foreign legislation and other measures will not
be accepted, executed, or observed, but such citizen, legal person, or other organization of
China may apply to the Ministry of Commerce for an exemption from compliance with such
prohibition order.
Therefore, there remains the possibility that it may be difficult to effect service of process
outside of China upon most of our Directors and officers, including with respect to matters
arising under applicable securities laws. China does not have treaties providing for the
reciprocal recognition and enforcement of judgments of courts with the United States and many
other countries. Consequently, you may experience difficulties in enforcing against us or our
Directors or officers in China any judgments obtained from courts outside of China. Even if
you are successful in bringing an action of this kind, the laws of Cayman Islands and of China
may render you unable to enforce a judgment against our assets or the assets of our Directors
and officers.
Failure to make adequate contributions to various employee benefit plans as required by
PRC regulations may subject us to penalties.
Companies registered and operating in China are required under the Social Insurance Law
and the Regulations on the Administration of Housing Funds to apply for social insurance
registration and housing fund deposit registration within 30 days of their establishment and to
pay for their employees different social insurance including pension insurance, medical
insurance, work-related injury insurance, unemployment insurance and maternity insurance to
the extent required by law. During the Track Record Period, we used third-party service
providers to pay for certain government-statutory employee benefits for some of our
employees. Due to our lack of operating subsidiaries in certain regions, we were unable to
make social security and housing provident fund contributions for those employees under
relevant laws and regulations. As of June 30, 2025, we had 80 employees whose social security
and housing provident fund contributions were made through third-party service providers,
representing 4.7% of our total employees. As of the Latest Practicable Date, the third-party
service providers had confirmed to us in writing that during the Track Record Period, or an
earlier date on which such providers’ services to a subsidiary of our Group were terminated,
there had been no instances of missed or overdue payments of social insurance and
housing provident fund while fulfilling their aforementioned payment obligations. As of
the Latest Practicable Date, we were not aware of any failure or delay in any of such
payments to our employees by the third-party service provider. As of the Latest Practicable
Date, we had not received any notice or inquiry from the relevant government authorities due
to the abovementioned practice of making contributions to the employee benefit plans. If the
arrangement with third-party service providers is challenged by government authorities, we
may be deemed to fail to discharge our obligations in relation to the payment of social
insurance and housing provident funds through our own accounts as an employer, and we may
be ordered by the relevant authorities to make up for employee benefit plans contributions and
we may be subject to fines and legal sanctions in relation to our non-compliance. Nevertheless,
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uncertainties still exist in relation to whether and how such arrangement would be penalized
or fined under the PRC laws and regulations in practice, we may face uncertainties as to the
application and implementation of laws and regulations in this regard.
During the Track Record Period and up to the Latest Practicable Date, we had not made
full contributions to the foregoing employee benefits for our employees. Such non-compliance
was primarily because (i) certain employees have relatively high mobility and are typically not
willing to participate in the social welfare schemes of the city where they temporarily reside
as such contributions are not transferable among cities and (ii) certain employees place more
importance on take-home income and are unwilling to bear the costs associated with social
insurance and housing provident funds strictly in proportion to their salary. In 2022, 2023 and
2024 and the six months ended June 30, 2025, we made provisions of approximately RMB20.0
million, RMB19.9 million, RMB21.0 million and RMB23.0 million, respectively, for the
shortfall. As advised by our PRC Legal Advisor, pursuant to relevant PRC laws and
regulations, the under-contribution of social insurance within a prescribed period may subject
us to a daily overdue charge of 0.05% of the delayed payment amount. If such payment is not
made within the stipulated period, the competent authority may further impose a fine of one
to three times of the overdue amount. Furthermore, in light of the Article 19(l) of the
Interpretation II of the Supreme People’s Court of Issues Concerning the Application of Law
in the Trial of Labor Dispute Cases (༆
ᙑ(ɚ)) (the “New Judicial Interpretation”), promulgated on July 3l, 2025 and effective as of
September l, 2025, if an employer and an employee agree or the employee undertakes that
social insurance contributions need not be paid, the People’s Court shall deem such agreement
or undertaking invalid. Furthermore, where an employer fails to pay social insurance
contributions in accordance with the law, and the employee seeks to terminate the labor
contract and claims economic compensation from the employer pursuant to Article 38(3) of the
PRC Labor Contract Law, the People’s Court shall support such claims, in which case the
employer remains liable for paying economic compensation (calculated as the number of years
of employment multiplied by the monthly salary) to the employee, notwithstanding any prior
agreement to waive social insurance contributions. See “Regulations — Regulations Relating
to Labor Protection in the PRC” for details. As of the Latest Practicable Date, we had not
received any notice from the relevant government authorities or any claim or request from
these employees in this regard. Pursuant to relevant PRC laws and regulations, if there is a
failure to pay the full amount of housing provident fund as required, the housing provident fund
management center may require payment of the outstanding amount within a prescribed period.
If the payment is not made within such time limit, an application may be made to the PRC
courts for compulsory enforcement. Our PRC Legal Advisor has advised us that the New
Judicial Interpretation does not expand the scope of penalties or repeal the provisions of
existing laws and regulations and the risk of us being materially affected by the issue of social
insurance and housing provident fund payment is relatively low, provided that we pay the
unpaid amount for social insurance and housing provident fund in full amount in a timely
manner after receiving notices to rectify the non-compliance from the relevant PRC authorities.
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We cannot assure you that we have complied or will be able to comply with all
labor-related law and regulations including those relating to obligations to make full social
insurance payments and contribute to the housing provident funds. If we are deemed to have
violated relevant labor laws and regulations, we could be required to provide additional
compensation to our employees and our business, financial condition and results of operations
will be adversely affected.
RISKS RELATING TO OUR WVR STRUCTURE
The concentration of our Share ownership limits our Shareholders’ ability to influence
corporate matters.
Our Company will be controlled through weighted voting rights upon completion of the
Global Offering. Each Class A Share has one vote per share and each Class B Share has 10
votes per share except with respect to voting on resolutions with respect to a very limited
number of Reserved Matters, in relation to which, each share is entitled to one vote.
Immediately after the completion of the Global Offering, Mr. Minghui Wu will be the WVR
Beneficiary and will beneficially own all of our issued and outstanding Class B Shares, which
represent approximately 53.38% of the voting rights in our Company (subject to the
Assumptions) with respect to shareholder resolutions relating to matters other than the
Reserved Matters. Mr. Wu therefore has significant influence over management and affairs of
our Company, and over all matters requiring shareholder approval, including the election of
Directors (excluding the appointment, election or removal of any independent non-executive
Director) and significant corporate transactions, such as a merger or other sale of our Company
or our assets, for the foreseeable future. In addition, because each Class A Share carries only
one tenth of the voting rights of each Class B Share (except as required by applicable law and
in relation to the Reserved Matters), the issuance of the Class A Shares, including future
stock-based acquisition transactions and employee equity incentive programs, could prolong
the duration of the WVR Beneficiary’s ownership of our voting power immediately after the
completion of the Global Offering and their ability to determine the outcome of most matters
submitted to a vote of our Shareholders. For further details about our shareholding structure,
see the section headed “Share Capital—Weighted V oting Rights Structure.” This concentrated
control limits or severely restricts our Shareholders’ ability to influence corporate matters and,
as a result, we may take actions that our Shareholders do not view as beneficial. As a result,
the market price of our Offer Shares could be adversely affected.
Holders of our Class B Shares may exert substantial influence over us and may not act in
the best interests of our independent Shareholders.
Following the completion of the Global Offering, the WVR Beneficiary will be in a
position to exert significant influence over the affairs of our Company and will be able to
influence the outcome of any shareholders’ resolutions, irrespective of how other Shareholders
vote. The interests of the holders of our Class B Shares may not necessarily be aligned with
the interests of our Shareholders as a whole, and this concentration of voting power may also
have the effect of delaying, deferring or preventing a change in control of our Company.
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RISKS RELATING TO THE GLOBAL OFFERING
There has been no prior public market for our Shares prior to the Global Offering, and you
may not be able to resell our Shares at or above the price you pay, or at all.
Prior to the completion of the Global Offering, there has been no public market for our
Shares. There can be no guarantee that an active trading market for our Shares will develop or
be sustained after completion of the Global Offering. The Offer Price is the result of
negotiations between our Company 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 the completion of the Global Offering. The market price of our Shares may
drop below the Offer Price at any time after completion of the Global Offering.
The trading price of the Shares may be volatile, which may result in substantial losses to you.
The trading price of our Shares may be volatile and may fluctuate widely in response to
factors beyond our control, including general market conditions of the securities markets in
Hong Kong, mainland China, the United States, and elsewhere in the world. In particular, the
performances of and fluctuations in the market prices of other companies with business
operations located mainly in mainland China that have listed their securities in Hong Kong may
affect the volatilities in the price and trading volumes of our Shares. A number of the
PRC-based companies have listed their securities in Hong Kong. Some of these companies
have experienced significant volatility, including significant price declines after their initial
public offerings. The trading performances of the securities of these companies at the time of
or after their offerings may affect the overall investor sentiment towards PRC-based companies
listed in Hong Kong and consequently may impact the trading performance of our Shares.
These broad market and industry factors may significantly affect the market price and volatility
of our Shares, regardless of our actual operating performance.
The actual or perceived sale or availability for sale of substantial amounts of our Shares,
especially by our Directors, executive officers, and substantial shareholders, may adversely
affect the market price of our Shares.
Future sales of a substantial number of our Shares, especially by our Directors, executive
officers, and substantial shareholders, or the perception or anticipation of such sales, may
negatively impact the market price of our Shares in Hong Kong and our ability to raise equity
capital in the future at a time and price that we deem appropriate.
The Shares held by our substantial shareholders are subject to certain lock-up periods
beginning on the date on which trading in our Shares commences on the Stock Exchange.
While we currently are not aware of any intention of such persons to dispose of significant
amounts of their Shares after the expiry of the lock-up periods, we cannot assure you that they
will not dispose of any Shares they may own now or in the future. Market sale of Shares by
such Shareholders and the availability of these Shares for future sale may have a negative
impact on the market price of our Shares.
RISK FACTORS
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Y ou will incur immediate and substantial dilution and may experience further dilution in the
future.
Certain special rights were granted to our Pre-IPO Investors under the relevant
shareholders agreements, including conversion rights, pursuant to which preferred shares will
be automatically converted into Shares upon Listing. See “History, Reorganization and
Corporate Structure” for additional details. Therefore, purchasers of our Shares will experience
an immediate dilution. In addition, as the Offer Price of our Shares is higher than the net
tangible book value per share of our Shares immediately prior to the Global Offering,
purchasers of our Shares in the Global Offering will experience an immediate dilution. If we
issue additional Shares in the future, purchasers of our Shares in the Global Offering may
experience further dilution in their shareholding percentage.
If securities or industry analysts do not publish, or cease to publish, research or reports
about our business, or if they adversely change their recommendations regarding our
Shares, the market price for our Shares and trading volume may decline.
The trading market for our Shares will depend in part on the research and reports that
securities or industry analysts publish about us or our business. If research analysts do not
establish and maintain adequate research coverage or if one or more of the analysts who covers
us downgrades our Shares or publishes inaccurate or unfavorable research about our business,
the market price for our Shares would likely decline. If one or more of these analysts cease
coverage of our company or fail to publish reports on us regularly, we may lose visibility in
the financial markets, which, in turn, may cause the market price or trading volume for our
Shares to decline.
We cannot assure you that we will declare and distribute any amount of dividends in the
future and you may have to rely on price appreciation of our Shares for return on your
investment.
We currently intend to retain most, if not all, of our available funds and any future
earnings to fund the development and growth of our business. As a result, we have not yet
adopted a dividend policy with respect to future dividends. Therefore, you should not rely on
an investment in our Shares as a source for any future dividend income.
Our Board has discretion as to whether to distribute dividends, subject to certain
restrictions under Cayman Islands law, namely that our Company may only pay dividends
either out of profits or share premium account, and provided always that in no circumstances
may a dividend be paid if this would result in our Company being unable to pay its debts as
they fall due in the ordinary course of business. In addition, our Shareholders may by ordinary
resolution declare a dividend, but no dividend may exceed the amount recommended by our
Board. Even if our Board decides to declare and pay dividends, the timing, amount and form
of future dividends, if any, will depend on, among other things, our future results of operations
and cash flow, our capital requirements and surplus, the amount of distributions, if any,
received by us from our subsidiary, our financial condition, contractual restrictions and other
RISK FACTORS
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factors deemed relevant by our Board. Accordingly, the return on your investment in our Shares
will likely depend entirely upon any future price appreciation of our Shares. There is no
guarantee that our Shares will appreciate in value or even maintain the price at which you
purchased the Shares. Y ou may not realize a return on your investment in our Shares and you
may even lose your entire investment in our Shares.
We have no experience operating as a public company, and we may incur increased costs as
a result of becoming a public company.
We have no experience conducting our operations as a public company. As a result of the
Listing on the Hong Kong Stock Exchange, we may face enhanced administrative and
compliance requirements, which may make us incur substantial related costs and expenses that
we did not incur as a private company. We expect rules and regulations applicable to public
companies to increase our accounting, legal and financial compliance costs and to make certain
corporate activities more time-consuming and costly. Our management may be required to
devote substantial time and attention to our public company reporting obligations and other
compliance matters. We will evaluate and monitor developments with respect to these rules and
regulations, but we cannot predict or estimate the amount of additional costs we may incur or
the timing of such costs. Our reporting and other compliance obligations as a public company
may place a significant strain on our management, operational and financial resources and
systems for the foreseeable future.
In addition, since we are becoming a public company, our management team will need to
develop the expertise necessary to comply with the numerous regulatory and other
requirements applicable to public companies, including requirements relating to corporate
governance, listing standards, and securities and investor relationships issues. As a public
company, our management will have to evaluate our internal controls system with new
thresholds of materiality, and to implement necessary changes to our internal controls system.
We cannot guarantee that we will be able to do so in a timely and effective manner.
There can be no assurance of the accuracy or completeness of certain facts, forecasts, and
other statistics obtained from various government publications contained in this document.
This document, particularly the section headed “Industry Overview,” contains
information and statistics relating to the data intelligence application software market. Such
information and statistics have been derived from third-party reports, either commissioned by
us or publicly accessible, and other publicly available sources. We believe that the sources of
the information are appropriate sources for such information, and we have taken reasonable
care in extracting and reproducing such information.
RISK FACTORS
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However, we cannot guarantee the quality or reliability of official government sources
information. The information has not been independently verified by us, the Sole Sponsor, 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, employees, agents, or representatives, or any other parties
involved in the Global Offering, and no representation is given as to its accuracy. Collection
methods of such information may be flawed or ineffective, or there may be discrepancies
between published information and market practice, which may result in the statistics being
inaccurate or not comparable to statistics produced for other economies. Y ou should therefore
not place undue reliance on such information. In addition, we cannot assure you that such
information is stated or compiled on the same basis or with the same degree of accuracy as
similar statistics presented elsewhere. In any event, you should consider carefully the
importance placed on such information or statistics.
Y ou should read the entire document carefully and should not rely on any information
contained in press articles or other media regarding us and the Global Offering.
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 document, there
has 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 document,
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 document, we disclaim responsibility for it and you should not
rely on such information.
RISK FACTORS
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In preparation for the Listing, we have sought the following waivers from strict
compliance with the Listing Rules and exemptions from the Companies (Winding Up and
Miscellaneous Provisions) Ordinance.
W AIVER IN RESPECT OF MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rule 8.12 of the Listing Rules, an issuer must have a sufficient management
presence in Hong Kong. This will normally mean that at least two of its executive directors
must be ordinarily residents in Hong Kong. We do not have sufficient management presence
in Hong Kong for the purposes of Rule 8.12 of the Listing Rules.
Our Group’s management headquarters, senior management, business operations and
assets are primarily based outside Hong Kong. The Directors consider that the appointment of
executive directors who will be ordinarily residents in Hong Kong would not be beneficial to,
or appropriate for, our Group and therefore would not be in the best interests of our Company
or the Shareholders as a whole.
Accordingly, we have applied for, and the Stock Exchange has granted, a waiver from
strict compliance with Rule 8.12 of the Listing Rules. We will ensure that there is an effective
channel of communication between the Stock Exchange and us by way of the following
arrangements:
(a) pursuant to Rule 3.05 of the Listing Rules, we have appointed and will continue to
maintain two authorized representatives who shall act at all times as the principal
channel of communication with the Stock Exchange. Each of our authorized
representatives will be readily contactable by the Stock Exchange by telephone
and/or e-mail to deal promptly with enquiries from the Stock Exchange. Both of our
authorized representatives are authorized to communicate on our behalf with the
Stock Exchange. At present, our two authorized representatives are Mr. Wu, our
founder, an executive Director, the chairman of the Board and the chief executive
officer of our Company, and Ms. Lai Kiu Yim (“ Ms. Yim ”), one of our Company’s
joint company secretaries;
(b) pursuant to Rule 3.20 of the Listing Rules, each Director will provide their contact
information to the Stock Exchange and to the authorized representatives. This will
ensure that the Stock Exchange and the authorized representatives have the means
for contacting all Directors promptly at all times as and when required;
(c) each Director who is not ordinarily resident in Hong Kong possesses or can apply
for valid travel documents to visit Hong Kong and can meet with the Stock
Exchange within a reasonable period; and
(d) pursuant to Rules 3A.19 and 8A.33 of the Listing Rules, we have retained the
services of Somerley Capital Limited as compliance advisor, who will act as an
additional channel of communication with the Stock Exchange.
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W AIVER IN RESPECT OF JOINT COMPANY SECRETARIES
Pursuant to Rules 3.28 and 8.17 of the Listing Rules, the company secretary must be an
individual who, by virtue of their academic or professional qualifications or relevant
experience, is, in the opinion of the Stock Exchange, capable of discharging the functions of
company secretary.
Pursuant to Note 1 to Rule 3.28 of the Listing Rules, the Stock Exchange considers the
following academic or professional qualifications to be acceptable:
(i) a member of The Hong Kong Institute of Chartered Secretaries;
(ii) a solicitor or barrister as defined in the Legal Practitioners Ordinance (Chapter 159
of the Laws of Hong Kong); and
(iii) a certified public accountant as defined in the Professional Accountants Ordinance
(Chapter 50 of the Laws of Hong Kong).
Pursuant to Note 2 to Rule 3.28 of the Listing Rules, in assessing “relevant experience,”
the Stock Exchange will consider the individual’s:
(i) length of employment with the issuer and other issuers and the roles they played;
(ii) familiarity with the Listing Rules and other relevant law and regulations including
the Securities and Futures Ordinance, Companies Ordinance, Companies (Winding
Up and Miscellaneous Provisions) Ordinance and the Takeovers Code;
(iii) relevant training taken and/or to be taken in addition to the minimum requirement
under Rule 3.29 of the Listing Rules; and
(iv) professional qualifications in other jurisdictions.
Mr. Xin Fan (“ Mr. Fan ”) and Ms. Yim of Tricor Services Limited as joint company
secretaries of our Company. See the section headed “Directors and Senior Management—Joint
Company Secretaries” for their biographies.
As of the date of this document, Mr. Fan does not meet the qualification requirements
under Rule 3.28 of the Listing Rules. Ms. Yim is a Chartered Secretary, an Associate of The
Hong Kong Chartered Governance Institute and an Associate of The Chartered Governance
Institute in the United Kingdom, and therefore meets the qualification requirements under Note
1 of Rule 3.28 of the Listing Rules and is in compliance with Rule 8.17 of the Listing Rules.
W AIVERS AND EXEMPTIONS
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Our principal business activities are outside Hong Kong. We believe that it would be in
the best interests of our Company and the corporate governance of our Group to have as its
joint company secretary a person such as Mr. Fan, who is an employee of our Company and
who has day-to-day knowledge of our Company’s affairs. Mr. Fan has the necessary nexus to
the Board and close working relationship with management of our Company in order to
perform the function of a joint company secretary and to take the necessary actions in the most
effective and efficient manner.
Accordingly, we have applied for, and the Stock Exchange has granted, a waiver from
strict compliance with Rules 3.28 and 8.17 of the Listing Rules for a three-year period from
the Listing Date on the conditions that: (i) Ms. Yim is appointed as a joint company secretary
to assist Mr. Fan in discharging his functions as a company secretary and in gaining the
relevant experience under Rule 3.28 of the Listing Rules; the waiver will be revoked
immediately if Ms. Yim, during the three-year period, ceases to provide assistance to Mr. Fan
as the joint company secretary; and (ii) the waiver can be revoked if there are material breaches
of the Listing Rules by our Company. In addition, Mr. Fan will comply with the annual
professional training requirement under Rule 3.29 of the Listing Rules and will enhance his
knowledge of the Listing Rules during the three-year period from the Listing Date. We will
further ensure that Mr. Fan has access to the relevant training and support that would enhance
his understanding of the Listing Rules and the duties of a company secretary of an issuer listed
on the Stock Exchange. Before the end of the three-year period, the qualifications and
experience of Mr. Fan and the need for on-going assistance of Mr. Fan will be further evaluated
by our Company. We will liaise with the Stock Exchange to enable it to assess whether Mr. Fan,
having benefited from the assistance of Ms. Yim for the preceding three years, will have
acquired the skills necessary to carry out the duties of company secretary and the relevant
experience within the meaning of Rule 3.28 Note 2 of the Listing Rules so that a further waiver
will not be necessary.
W AIVER IN RESPECT OF CONTINUING CONNECTED TRANSACTIONS
We have entered into, and expect to continue, certain transactions that will constitute
non-exempt or partially-exempt continuing connected transactions of our Company under the
Listing Rules upon Listing. Accordingly, we have applied to the Stock Exchange for, and the
Stock Exchange has granted, waivers from strict compliance with Chapter 14A of the Listing
Rules. See the section headed “Connected Transactions” for further details.
W AIVERS AND EXEMPTIONS
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W AIVER AND EXEMPTION IN RESPECT OF THE SHARE INCENTIVE PLANS
The Listing Rules and the Companies (Winding Up and Miscellaneous Provisions)
Ordinance prescribes certain disclosure requirements in relation to outstanding options granted
by our Company:
(a) Rule 17.02(1)(b) of the Listing Rules stipulates that all the terms of a scheme must
be clearly set out in the listing document. The Company also is required to disclose
in the Prospectus full details of all outstanding options and their potential dilution
effect on the shareholdings upon listing as well as the impact on the earnings per
share arising from the exercise of such outstanding options.
(b) Paragraph 6 of Chapter 3.6 of the Guide for New Listing Applicants provides that
in general, the Stock Exchange would grant waivers from disclosing the names and
addresses of certain grantees in the listing document.
(c) Paragraph 27 of Appendix D1A to the Listing Rules requires the Company to set out
in the listing document particulars of any capital of any member of the Group that
is under option, or agreed conditionally or unconditionally to be put under option,
including the consideration for which the option was or will be granted and the price
and duration of the option, and the name and address of the grantee; but where
options are granted to employees under a share scheme, it shall be sufficient, so far
as the names and addresses are concerned, to record that fact without giving the
names and addresses of the grantees.
(d) Paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance requires the Company to set out in a
prospectus, among other things, details of the number, description and amount of
any shares in or debentures of the Company which any person has, or is entitled to
be given, an option to subscribe for, together with the certain particulars of the
option, namely the period during which it is exercisable, the price to be paid for
shares or debentures subscribed for under it, the consideration (if any) given or to
be given for it or for the right to it, and the names and addresses of the persons to
whom it or the right it was given or, was given or if given to existing shareholders
or debenture holders as such, the relevant shares or debentures.
As at the Latest Practicable Date, the Company had outstanding options granted to 1,397
grantees under the Pre-Listing Share Plans to subscribe for a total of 15,934,218 new Class A
Shares and to purchase a total of 1,557,397 existing Class A Shares (the “ Grantees ”), which
consist of: (i) 6 grantees who are Directors, senior management or other connected persons of
the Company (“ Connected Persons and Senior Management ”); (ii) 7 consultants of the
Group (“ Consultants ”); (iii) 26 employees of the Group, each of whom was granted options
to subscribe for 150,000 new Shares or more (“ Other Grantees ”); and (iv) 1,358 remaining
grantees. The Class A Shares that may be issued under the options represent approximately
11.04% of the total Shares in issue immediately upon Listing (subject to the Assumptions).
W AIVERS AND EXEMPTIONS
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No options under the Pre-Listing Share Plans will be further granted after Listing. For
more details about the Pre-Listing Share Plans, see “Statutory and General Information—Share
Incentive Plans—Pre-Listing Share Plans” in Appendix IV to this document.
We have applied (a) to the Stock Exchange for a waiver from strict compliance with the
disclosure requirements under Rule 17.02(1)(b) of, and paragraph 27 of Appendix D1A to, the
Listing Rules in relation to the options granted under the Pre-Listing Share Plans (the “ ESOP
Waiver ”); and (b) to the SFC for a certificate of exemption under section 342A of the
Companies (Winding Up and Miscellaneous Provisions) Ordinance exempting us from strict
compliance with the disclosure requirements under paragraph 10(d) of Part I of the Third
Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance in relation
to the options granted under the Pre-Listing Share Plans to subscribe for new Class A Shares
(the “ ESOP Exemption ”), in connection with the disclosure of certain details of the Grantees
on an individual basis, on the grounds that strict compliance with the above requirements
would be unduly burdensome for the Company based on the following reasons:
(a) since the outstanding options under the Pre-Listing Share Plans were granted to a
total of 1,397 Grantees (none of whom will individually hold more than 1% of the
total issued share capital of the Company immediately upon Listing, subject to the
Assumptions), strict compliance with the relevant disclosure requirements to
disclose the full details of all the options granted by the Company to each of the
Grantees on an individual basis in this document would be costly and unduly
burdensome of the Company, requiring a substantial number of pages of additional
disclosure that does not provide any material information to the investing public and
would significantly increase the cost and timing for prospectus preparation;
(b) full details of the options granted under the Pre-Listing Share Plan to the Connected
Persons and Senior Management, Consultants and Other Grantees on an individual
basis have been already disclosed in “Statutory and General Information—Share
Incentive Plans—Pre-Listing Share Plans” in Appendix IV to this document;
(c) with respect to the Grantees not disclosed on an individual basis, such number of
new Shares (representing only approximately 4.14% of the total issued share capital
of the Company immediately upon Listing, subject to the Assumptions) and existing
Shares (representing approximately 1.08% of the total issued share capital of the
Company immediately upon Listing, subject to the Assumptions) is not material in
the circumstances of the Company, and the grant and exercise in full of the options
will not cause any material adverse impact to the financial position of the Company;
and
W AIVERS AND EXEMPTIONS
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(d) material information relating to the outstanding options under the Pre-Listing Share
Plan will be disclosed in this document, including a summary of the major terms of
each share plan, the total number of Shares (all being Class A Shares) to be issued
under the Pre-Listing Share Plans, the exercise price per Share, the vesting schedule
and exercise period, the potential dilution effect on shareholding and the impact on
earning per Share. The Directors consider that the lack of full compliance with the
disclosure requirements under paragraph 10(d) of Part I of the Third Schedule to the
Companies (Winding Up and Miscellaneous Provisions) Ordinance) will not prevent
potential investors from making an informed assessment of the activities, assets and
liabilities, financial position, management and prospects of the Group and will not
prejudice the interest of the investing public.
The Stock Exchange has granted us the ESOP Waiver on the conditions that:
(a) for options granted under the Pre-Listing Share Plans to each of the (i) Directors and
Senior Management, (ii) Consultants, and (iii) Other Grantees, disclosure be made
on an individual basis, including all the particulars required under Rule 17.02(1)(b)
of, and paragraph 27 of Appendix D1A to, the Listing Rules;
(b) in respect of the outstanding options granted by the Company to the Grantees other
than those referred to in sub-paragraph (a) above for each plan: disclosure be made
on an aggregated basis, categorized into groups based on the number of Class A
Shares underlying each individual grantee, being (i) 1 to 10,000 Shares, (ii) 10,001
to 50,000 Shares, (iii) 50,001 to 100,000 Shares, (iv) 100,001 to 149,999 Shares, and
in respect of each category, the following details: (1) the aggregate number of the
grantees and the number of Class A Shares subject to the outstanding options granted
to them under the Pre-Listing Share Plans, (2) the consideration paid for the grant
of the outstanding options granted under the Pre-Listing Share Plans, and (3) the
exercise period and the exercise price for the outstanding options granted under the
Pre-Listing Share Plans;
(c) the aggregate number of Class A Shares underlying the outstanding options granted
under the Pre-Listing Share Plans and the percentage of the Company’s total issued
share capital upon Listing (subject to the Assumptions) of which such number
represents be disclosed;
(d) the dilution effect and impact on earnings per Share upon the full exercise of the
options granted under the Pre-Listing Share Plans be disclosed;
(e) a summary of the terms of the Pre-Listing Share Plans be disclosed; and
(f) the list of all the Grantees (including the persons referred to in sub-paragraph (a)
above), containing all details as required under Rule 17.02(1)(b) of, and paragraph
27 of Appendix D1A to, the Listing Rules and paragraph 10 of Part I of the Third
Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance,
be made available for physical inspection in accordance with “Documents Delivered
to the Registrar of Companies in Hong Kong and Available on Display—Document
Available for Inspection” in Appendix V to this document.
W AIVERS AND EXEMPTIONS
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The SFC has granted us the ESOP Exemption on the conditions that:
(a) for options granted under the Pre-Listing Share Plans to each of the (i) Directors and
Senior Management, (ii) Consultants, and (iii) Other Grantees, disclosure be made
on an individual basis, including all the particulars required under paragraph 10 of
Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous
Provisions) Ordinance;
(b) in respect of the outstanding options granted by the Company to the Grantees other
than those referred to in sub-paragraph (a) above for each plan: disclosure be made
on an aggregated basis, categorized into groups based on the number of Class A
Shares underlying each individual grantee, being (i) 1 to 10,000 Shares, (ii) 10,001
to 50,000 Shares, (iii) 50,001 to 100,000 Shares, (iv) 100,001 to 149,999 Shares, and
in respect of each category, the following details: (1) the aggregate number of the
grantees and the number of Class A Shares subject to the outstanding options granted
to them under the Pre-Listing Share Plans, (2) the consideration paid for the grant
of the outstanding options granted under the Pre-Listing Share Plans, and (3) the
exercise period and the exercise price for the outstanding options granted under the
Pre-Listing Share Plans;
(c) the list of all the Grantees (including the persons referred to in sub-paragraph (a)
above), containing all details as required under paragraph 10 of Part I of the Third
Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance,
be made available for physical inspection in accordance with “Documents Delivered
to the Registrar of Companies in Hong Kong and Available on Display–Document
Available for Inspection” in Appendix V to this document; and
(d) the particulars of the ESOP Exemption be disclosed in this Prospectus and that the
Prospectus be issued on or before Thursday, October 23, 2025.
W AIVER IN RELATION TO THE DISCLOSURE REQUIREMENTS WITH RESPECT
TO CHANGES IN SHARE CAPITAL
We have applied for, and the Stock Exchange has granted, a waiver from strict compliance
with the requirements of paragraph 26 of Appendix D1A to the Listing Rules in respect of
disclosing the particulars of any alterations in the capital of any member of our Group within
two years immediately preceding the issue of this document on the condition that we have
disclosed all the particulars of the changes in the share capital of our Company and the
Principal Entities (defined below) in this document as required under paragraph 26 of
Appendix D1A to the Listing Rules.
We have identified 17 entities that it considers to be the major subsidiaries of our Group
that were primarily responsible for the business operations and financial performance of our
Group during the Track Record Period (“ Principal Entities ”). See the section headed “History,
Reorganization and Corporate Structure—Our Major Subsidiaries” in this document for more
W AIVERS AND EXEMPTIONS
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information about the Principal Entities. The financial contribution of the Principal Entities
represent: (a) for each of the three years ended December 31, 2022, 2023 and 2024 and the six
months ended June 30, 2025, the aggregate revenue of the Principal Entities represented
approximately 93.5%, 90.2%, 93.8% and 96.2% of the Group’s total revenues, respectively;
and (b) as at December 31, 2022, 2023 and 2024 and June 30, 2025, the aggregate assets of the
Principal Entities represented approximately 70.5%, 71.1%, 71.5% and 72.4% of the Group’s
total assets, respectively.
None of the non-Principal Entities, on a standalone basis, recorded revenue that
accounted for over 1.7%, 2.6%, 1.9% and 1.4% of the revenue of the Group for each of the
years ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2025,
respectively, or held assets over 1.8%, 1.0%, 0.8% and 0.8% of the total assets of the Group,
as at December 31, 2022, 2023 and 2024 and June 30, 2025, respectively.
Globally, our Group has another 35 subsidiaries as at the Latest Practicable Date (being
non-Principal Entities). The non-Principal Entities do not hold any major or material assets
(save for passive financial products and equity investments of our Group), intellectual property
rights or other major proprietary technologies or major research and development functions of
our Group. It would be unduly burdensome to disclose particulars of the alternations in the
share capital of all Group subsidiaries, which would not be material or meaningful to investors.
Additionally, the remaining subsidiaries in our Group are not significant to the overall
operations and financial results of our Group.
Particulars of the changes in the share capital of our Company and the Principal Entities
have been disclosed in the section headed “Statutory and General Information—Further
Information about Our Company and Our Subsidiaries—Changes in the Share Capital of Our
Company” and “Statutory and General Information—Further Information about Our Company
and Our Subsidiaries—Changes in the Share Capital of Our Major Subsidiaries” in Appendix
IV .
W AIVER IN RESPECT OF INVESTMENT AFTER TRACK RECORD PERIOD
Rules 4.04(2) and 4.04(4)(a) of the Listing Rules requires the accountants’ report included
in a listing document to include the income statements and balance sheets of any subsidiary or
business acquired, agreed to be acquired or proposed to be acquired since the date to which its
latest audited accounts have been made up in respect of each of the three financial years
immediately preceding the issue of the listing document (the “ Rule 4.04 Disclosure
Requirements ”). Rule 4.02A of the Listing Rules provides that acquisitions of business
include acquisitions of associates and any equity interest in another company.
Paragraph 16 of Chapter 6.2 of the Guide for New Listing Applicants provides that if an
applicant has acquired or intends to acquire a company or business since the date to which the
latest audited (or advanced draft) accounts have been made up, the listing document should
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include the relevant information required under, among others, Rules 4.04(2) and 4.04(4)(a) of
the Listing Rules, unless the applicant’s trading record period covers the acquisition, in which
case the requirements under Rule 4.05A of the Listing Rules will apply instead.
Note 4 to Rule 4.04 of the Listing Rules provides that the Stock Exchange may consider
granting a waiver of the requirements under Rules 4.04(2) and 4.04(4) of the Listing Rules on
a case-by-case basis, and having regard to all relevant facts and circumstances and subject to
certain conditions set out thereunder.
Investment since June 30, 2025
Since June 30, 2025 and until the Latest Practicable Date, we have made or propose to
make the following non-controlling investment interest (“ Investment ”):
Investment (1) Investment amount (2)
Percentage of
shareholding/
equity interest (3) Principal business activity
Company A /H1118/H1118RMB2.14 million 30% A full-service social media
marketing agency providing
advertising content generation,
placement, campaign
management, and performance
tracking.
Notes:
(1) None of our core connected persons is a controlling shareholder of the investment target.
(2) This is approximated to the nearest million (with two decimal places). The investment amount was
settled with internal resources of the Group and was completed on August 14, 2025.
(3) These percentages are approximations and represent our total shareholder/equity interest in the
investment target following completion of the Investment.
We confirm that the investment amount for this Investment was negotiated on an arm’s
length basis, based on factors such as market conditions, valuation and future prospects of the
investment target.
The Directors believe that, as the principal business activities of the investment target is
closely related to the Group’s core business or prospective markets, the Investment will
leverage our proprietary AI data analytics and content generation solutions to transform the
investment target’s traditionally labour-intensive content creation process. In particular, the
investment target has demonstrated a strong commitment to providing a combination of AI
products that is expected to reduce operational costs, shorten production cycles, enhance
scalability, and achieve faster client conversion in the social media marketing space, which is
expected to complement and enhance the Group’s business strategy of leveraging AI data
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analytics to provide content generation solutions to our customers. The investment target is
expected to improve its revenue and profitability, which in turn, we believe will generate
financial returns proportionate to our equity investment in the investment target. At the same
time, the investment target will serve as a strategic channel for the Group to refine our AI
product suite by providing an additional channel for us to receive real-world implementation
feedback from companies and their end clients, which is a critical step for us to identify
ongoing product enhancement opportunities to further advance the capabilities of our own AI
technologies.
Accordingly, the Directors believe that the Investment, if consummated, will be fair and
reasonable and in the interests of Shareholders as a whole. The investment amount for the
Investment, if consummated, will be satisfied by the Group’s own source of funds.
We have applied for, and the Stock Exchange has granted, a waiver from strict compliance
with Rules 4.04(2) and 4.04(4)(a) of the Listing Rules with respect to the Investment on the
following grounds:
(a) Ordinary course of business. We make strategic equity investments in sectors
relating to our business or prospective markets as part of our ordinary and usual
course of business. We have a history of making acquisitions and non-controlling
Investment and have conducted a number of acquisitions and non-controlling
investments during the Track Record Period.
(b) Percentage ratios less than 5%. Based on the most recent fiscal year of the Track
Record Period, the relevant percentage ratios, as calculated in accordance with Rule
14.07 of the Listing Rules for the Investment are all less than 5%. Accordingly, we
do not expect this Investment to result in any significant changes to our financial
position since the end of the Track Record Period, and all information that is
reasonably necessary for potential investors to make an informed assessment of our
activities or financial position has been included in this document. As such, we
consider that a waiver from compliance with the requirements under Rules 4.04(2)
and 4.04(4)(a) of the Listing Rules would not prejudice the interests of the investors.
(c) We do not have control over the investment target or its business. We will only hold
a non-controlling interest in this investment target. We are not able to control the
board of directors of the investment target and expect this to remain so after
consummation of the Investment, and we are not (and will not be after
consummation of this Investment) involved in the daily management of the
investment target. We are not able to compel the investment target to prepare or
disclose in this document the information under the Rule 4.04 Disclosure
Requirements, and we would not be required to make such disclosure if this
Investment was entered into, or proposed to be entered into, after the Listing
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pursuant to Chapter 14 of the Listing Rules (as it would not constitute a discloseable
transaction based on the size test analysis). It would be impracticable and unduly
burdensome for us to disclose the information under the Rule 4.04 Disclosure
Requirements.
(d) Alternative disclosure. We have disclosed alternative information about the
Investment in this document, which includes those that would be required for a
discloseable transaction under Chapter 14 of the Listing Rules that the Directors
consider to be material (such as, for example, descriptions of the investment target’s
principal business activities, the investment amount, and a statement as to whether
any core connected person of our Company is a controlling shareholder of the
investment target). Additionally, we have excluded the name of the investment target
in this document for the reasons that: (i) we have entered into confidentiality
arrangements with respect to the investment target and do not have consent for such
disclosure; and/or (ii) such disclosure would be commercially sensitive for us. Since
the relevant percentage ratios of the Investment are less than 5% by reference to the
most recent financial year of the Track Record Period, we believe the current
disclosure is adequate for potential investors to form an informed assessment of the
Company.
SUBSCRIPTION FOR SHARES BY EXISTING SHAREHOLDERS
Rule 9.09(b) of the Listing Rules provides that there must be no dealing in the securities
for which listing is sought by any core connected person of an issuer (except as permitted by
Rule 7.11 of the Listing Rules) from 4 clear business date before the expected hearing date
until listing is granted.
Rule 10.04 of the Listing Rules provides that an existing shareholder if an issuer may only
subscribe for or purchase any securities for which listing is sought by or on behalf of a new
applicant if the conditions in Rule 10.03(1) and (2) of the Listing Rules are fulfilled. The
conditions under Rule 10.03 of the Listing Rules are: (1) that no securities are offered to the
subscriber/purchaser on a preferential basis and no preferential treatment is given to them in
the allocation of the securities; and (2) the minimum prescribed percentage of public
shareholders required by rule 8.08(1) of the Listing Rules is achieved.
Paragraph 1C(2) of Appendix F1 to the Listing Rules states that no allocations will be
permitted to applicants’ existing shareholders or their close associates without consent, unless
the conditions set out in Rules 10.03 and 10.04 of the Listing Rules are fulfilled.
Paragraph 12 of Chapter 4.15 of the Guide for New Listing Applicants states that the
Stock Exchange will ordinarily agree to grant a consent and waiver for allocation to existing
shareholders or their close associates if it is satisfied that the actual or perceived preferential
treatment arising from their ability to influence the applicant during the allocation process can
be addressed.
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Paragraph 13 of Chapter 4.15 of the Guide for New Listing Applicants sets out the
Existing Shareholder Conditions to be fulfilled when the Stock Exchange considers granting a
consent and waiver from Rule 10.04 of the Listing Rules.
Paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants provides that the
Stock Exchange will grant a consent and/or waiver to allow an existing shareholder and/or its
close associates and a cornerstone investor to subscribe or purchase further offer shares in the
initial public offering without fulfilment of the Existing Shareholder Conditions subject to the
disclosure of details of the allocation in the listing document and/or the allotment results
announcement, and the Size-based Exemption Conditions (being: (i) the offer (excluding any
over-allocation) has a total value of at least HK$1 billion; (ii) securities allocated to all existing
shareholders and their close associates (whether as cornerstone investors and/or as placees) as
permitted under this exemption do not exceed 30% of the total number of securities offered;
and (iii) each director, chief executive, controlling shareholder of the applicant must have
confirmed that no security have been allocated to them or their respective closed associates
under this exemption, collectively, the “ Size-based Exemption Conditions ”).
Subscription by Tencent
As at the date of this document, each of Image Frame Investment (HK) Limited, Grace
Gate Holding Limited and Master Power Holding Limited (collectively, the “ Tencent
Shareholders ”) is an existing Shareholder and is a core connected person of the Company.
Huang River Investment Limited (“the “ Tencent Investor ”) intends to participate in the
International Offering as a Cornerstone Investor. Each of the Tencent Shareholders and the
Tencent Investor is ultimately controlled by Tencent Holdings Limited (SEHK: 700)
(“Tencent ”), and accordingly, the Tencent Investor is a close associate of the Tencent
Shareholders and is a core connected person of the Company. For more information, see
“Cornerstone Investors.”
The shareholding position of Tencent (through the Tencent Shareholders and the Tencent
Investor) immediately before the Global Offering and following the indicative allocations as
set out in “Cornerstone Investors” is as follows:
Immediately before the Global Offering
(subject to the Assumptions)
Indicative allocation
under the
Cornerstone
Investment
Immediately following the Global Offering
(subject to the Assumptions)
Class A Shares
Approximate % of
all issued Shares Offer Shares Class A Shares
Approximate % of
all issued Shares
Tencent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,480,921 27.33% 386,160 37,867,081 26.23%
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We have applied for, and the Stock Exchange has granted, a waiver from strict compliance
with Rules 9.09(b) and 10.04 of, and consent under Paragraph 1C(2) of Appendix F1 to, the
Listing Rules for the allocation of Offer Shares to the Tencent Shareholders and/or their close
associates on the conditions that:
(a) the Size-based Exemoption Conditions will be fulfilled;
(b) we will comply with the public float requirement under Rule 8.08(1) of the Listing
Rules; and
(c) details of the allocation to such investor(s) will be disclosed in the allotment results
announcement to be published by the Company in connection with the Global
Offering.
Subscription by Participating Shareholders and/or their close associates
As part of the International Offering, we may also allocate Offer Shares at the Offer Price
to certain of our existing shareholders, namely the Hundreds Capital Shareholders (i.e.,
Hundreds ANTA Fund Limited Partnership, Hundreds Golden Vision Fund L.P . and Hundreds
Six Fund Limited Partnership) (“ Participating Shareholders ”), each of which shall hold less
than 5% of the total voting rights of the Company as at the date of this document and before
the Listing, or their respective close associates, as placees (the “ Allocation to Participating
Shareholders ”), subject to customary lock-up restrictions and in compliance with all
applicable requirements under the Listing Rules and guidance issued by the Stock Exchange.
As at the date of this document, Hundreds Capital intends to participate in the
International Offering as a Cornerstone Investor. Hundreds Capital is also the general partner
of the Hundreds Capital Shareholders, and accordingly, Hundreds Capital is a close associate
of the Hundreds Capital Shareholders, none of which is a connected person of the Company.
For more information, see “Cornerstone Investors.”
The shareholding position of Hundreds Capital (directly and through the Hundreds
Capital Shareholders) immediately before the Global Offering and following the indicative
allocations as set out in “Cornerstone Investors” is as follows:
Immediately before the Global Offering
(subject to the Assumptions)
Indicative allocation
under the
Cornerstone
Investment
Immediately following the Global Offering
(subject to the Assumptions)
Class A Shares
Approximate % of
all issued Shares Offer Shares Class A Shares
Approximate % of
all issued Shares
Hundreds Capital /H1118/H1118 3,046,982 2.22% 275,800 3,322,782 2.30%
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We have applied for, and the Stock Exchange has granted, a waiver from strict compliance
with Rule 10.04 of, and consent under and Paragraph 1C(2) of Appendix F1 to, the Listing
Rules in respect of the restriction on Participating Shareholder (or its close associates) to
subscribe for Shares in the Global Offering, subject to the satisfactory fulfilment of the
Existing Shareholders Conditions (as defined in Chapter 4.15 of the Guide for New Listing
Applicants, and following conditions:
(a) each Participating Shareholder is interested in less than 5% of the total voting rights
of the Company immediately before the Global Offering;
(b) each Participating Shareholder is not a core connected person of the Company or a
close associate of any core connected person of the Company immediately prior to
the Global Offering;
(c) each Participating Shareholder does not have the power to appoint directors or any
other special rights;
(d) the allocation to the Participating Shareholders or their close associates will not
affect the Company’s ability to satisfy the public float requirement under Rule
8.08(1) of the Listing Rules;
(e) the Participating Shareholders and/or their close associates do not have influence
over the offering process and will be treated the same as other applicants and placees
in the Global Offering other than guaranteed allocations as cornerstone investors
(where applicable);
(f) in the case of participation as placees, the Participating Shareholders and their close
associates will be subject to the same book-building and allocation process as other
investors in the Global Offering;
(g) no preferential treatment has been, nor will be given, to the Participating
Shareholders and their close associates in the allocation process either as
cornerstone investors or placees by virtue of their relationship with the Company,
other than the preferential treatment of assured entitlement under a cornerstone
investment following the principles set out in Chapter 4.15 of the Guide for New
Listing Applicants and in the case of participation as cornerstone investors, the
Participating Shareholders or their close associates’ cornerstone investment
agreement does not contain any material terms which are more favorable to the
Participating Shareholders or their close associates than those in other cornerstone
investment agreements;
(h) the Company, the Sole Sponsor and the Overall Coordinators (as applicable) will
provide a written confirmation in accordance with the requirements set out in
Appendix II to Chapter 4.15 of the Guide for New Listing Applicants; and
(i) details of the allocation to the Participating Shareholders and their close associates
will be disclosed in this document and/or the allotment results announcement of the
Company, as the case may be.
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DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS DOCUMENT
This document, for which our Directors (including any proposed directors who are named
as such in this document) 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 571V
of the Laws of Hong Kong) and the Listing Rules for the purpose of giving information with
regard to our Group. Our Directors, having made all reasonable enquiries, confirm that to the
best of their knowledge and belief the information contained in this document is accurate and
complete in all material respects and not misleading or deceptive, and that there are no other
matters the omission of which would make any statement herein or this document misleading.
CSRC APPROV AL AND OTHER RELEV ANT PRC AUTHORITIES APPROV AL
On August 28, 2025, the CSRC has issued a notification on our Company’ completion of
the PRC filing procedures for the listing of our Shares on the Stock Exchange and the Global
Offering. As advised by our PRC Legal Advisor, our Company has completed all necessary
filings with the CSRC in the PRC in relation to the Global Offering and the Listing.
UNDERWRITING AND INFORMATION ON THE GLOBAL OFFERING
This document is published solely in connection with the Hong Kong Public Offering,
which forms part of the Global Offering. The Global Offering comprises the Hong Kong Public
Offering of initially 721,920 Class A Shares and the International Offering of initially
6,497,080 Class A Shares (subject, in each case, to adjustment on the basis referred to under
the section headed “Structure of the Global Offering” and without taking into account the
additional Shares to be issued pursuant to the Over-allotment Option).
The listing of our Class A Shares on the Stock Exchange is sponsored by the Sole Sponsor
and the Global Offering is managed by the Sole Sponsor-Overall Coordinator. The Hong Kong
Public Offering is fully underwritten by the Hong Kong Underwriters pursuant to the Hong
Kong Underwriting Agreement. The International Underwriting Agreement relating to the
International Offering is expected to be entered into on or about Tuesday, October 28, 2025.
Further information regarding the Underwriters and the underwriting arrangements are set out
in “Underwriting.”
The Hong Kong Offer Shares are offered solely on the basis of the information contained
and representations made in this document and on the terms and subject to the conditions set
out herein. No person is authorized to give any information in connection with the Global
Offering or to make any representation not contained in this document, and any information or
representation not contained herein must not be relied upon as having been authorized by our
Company, the Sole Sponsor, the Sole Sponsor-Overall Coordinator, the Overall Coordinators,
the Joint Global Coordinators, the Joint Bookrunners, the Underwriters, the Capital Market
Intermediaries, any of their respective directors, agents, employees or advisors or any other
party involved in the Global Offering.
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Neither the delivery of this document nor any subscription made under it shall, 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 document or imply
that the information contained in this document is correct as of any date subsequent to the date
of this document.
Further information regarding the structure of the Global Offering, including its
conditions, is set out in the section headed “Structure of the Global Offering” and the
procedures for applying for our Class A Shares are set out in “How to Apply for Hong Kong
Offer Shares.”
RESTRICTIONS ON OFFER AND SALE OF THE CLASS A SHARES
Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering
will be required to, or be deemed by his/her acquisition of the Offer Shares to, confirm that he
is aware of the restrictions on offers and sales of the Offer Shares described in this document.
No action has been taken to permit a public offering of the Offer Shares or the distribution
of this document in any jurisdiction other than Hong Kong. Accordingly, without limitation to
the following, this document may not be used for the purpose 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 document 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. In
particular, the Hong Kong Offer Shares have not been publicly offered or sold, directly or
indirectly, in the PRC or the United States.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the listing of, and permission to deal in, (i)
the Class A Shares in issue (including the Class A Shares on conversion of the Pre-IPO
Preferred Shares), (ii) the Class A Shares to be issued pursuant to the Global Offering
(including the additional Class A Shares which may be issued pursuant to the exercise of the
Over-allotment Option), (iii) the Class A Shares to be issued pursuant to the Share Incentive
Plans, and (iv) the Class A Shares that are issuable upon conversion of the Class B Shares on
a one to one basis.
We applied on the basis that, among other things, we satisfy the market
capitalization/revenue test under Rules 8.05(3) and 8A.06(2) of the Listing Rules with
reference to: (i) our revenue for the year ended December 31, 2024, being RMB1,381.4
million, which is over HK$1 billion; and (ii) our expected market capitalization at the time of
Listing, which, based on the Offer Price of HK$141.00 per Offer Share, exceeds HK$10
billion.
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Dealings in the Class A Shares on the Stock Exchange are expected to commence on
Monday, November 3, 2025. 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 Class A 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.
PROFESSIONAL TAX ADVICE RECOMMENDED
Potential investors in the Global Offering are recommended to consult their professional
advisors as to the taxation implications of subscribing for, purchasing, holding or disposal of,
and/or dealing in the Class A Shares or exercising rights attached to them. None of us, the Sole
Sponsor, the Sole Sponsor-Overall Coordinator, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Capital Market Intermediaries, the Underwriters, any
of their respective directors, officers, employees, agents or representatives or any other person
or party involved in the Global Offering accepts responsibility for any tax effects on, or
liabilities of, any person resulting from the subscription, purchase, holding, disposition of, or
dealing in, the Class A Shares or exercising any rights attached to them.
OVER-ALLOTMENT AND STABILIZATION
Details of the arrangement relating to the Over-allotment Option and stabilization are set
out in “Structure of the Global Offering.”
HONG KONG REGISTER OF MEMBERS AND HONG KONG STAMP DUTY
The Company’s principal register of members will be maintained by its principal share
registrar, Maples Fund Services (Cayman) Limited, in the Cayman Islands. All of the Class A
Shares issued pursuant to the Global Offering will be registered on the Company’s Hong Kong
Share register of members to be maintained in Hong Kong by its Hong Kong Share Registrar,
Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong
Kong. Dealings in the Class A Shares registered in our Company’s Hong Kong Share register
of members will be subject to Hong Kong stamp duty. Unless determined otherwise by our
Company, dividends payable in Hong Kong dollars in respect of Class A Shares will be paid
to the shareholders listed on the Hong Kong Share register of members of our Company, by
ordinary post, at the shareholders’ risk, to the registered address of each shareholder.
CLASS A SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of the listing of, and permission to deal in, the Class A Shares on
the Stock Exchange and compliance with the stock admission requirements of HKSCC, the
Class A 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 Class A
Shares on the Stock Exchange or on any other date as determined by HKSCC. Settlement of
INFORMATION ABOUT THIS DOCUMENT AND THE GLOBAL OFFERING
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transactions between participants of the Stock Exchange is required to take place in CCASS on
the second business day after any trading day. All activities under CCASS are subject to the
HKSCC Rules and HKSCC Operational Procedures in effect from time to time. All necessary
arrangements have been made enabling the Class A Shares to be admitted into CCASS.
Investors should seek the advice of their stockbroker or other professional advisors for
details of the settlement arrangements as such arrangements may affect their rights and
interests.
PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES
The procedures for applying for Hong Kong Offer Shares are set out in “How to Apply
for Hong Kong Offer Shares.”
STRUCTURE 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.”
EXCHANGE RATE CONVERSION
Solely for convenience, this document contains translations among certain amounts
denominated in Renminbi, Hong Kong dollars and U.S. dollars. No representation is made that
the amounts denominated in one currency could actually be converted into the amounts
denominated in another currency at the rates indicated or at all. Unless indicated otherwise, the
conversions between (i) Renminbi and Hong Kong dollars were made at the rate of
RMB0.91305 to HK$1.00, (ii) U.S. dollars and Hong Kong dollars were made at the rate of
HK$7.77843 to US$1.00, and (iii) U.S. dollars and Renminbi were made at the rate of
RMB7.10210 to US$1.00, as quoted by the People’s Bank of China on the Latest Practicable
Date.
LANGUAGE
If there is any inconsistency between the English version of this document and the
Chinese translation of this document, the English version of this document shall prevail.
Names of any laws and regulations, governmental authorities, institutions, natural persons or
other entities which have been translated into English and included in this document and for
which no official English translation exists are unofficial translations for your reference only.
ROUNDING
Certain amounts and percentage figures included in this document have been subject to
rounding adjustments, or have been rounded to a set number of decimal places. Accordingly,
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures
preceding them. Any discrepancies in any table, chart or elsewhere between totals and sums of
amounts listed therein are due to rounding.
INFORMATION ABOUT THIS DOCUMENT AND THE GLOBAL OFFERING
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DIRECTORS
Name Address Nationality
Executive Directors
Minghui Wu
(ሾ)
135-1, Phase IV
Y utianxia, Tianzhu Town
Shunyi District
Beijing, China
Chinese
Ping Jiang
(̻)
603, Section 2
Lifangting, Shan Y uan Street
Haidian District
Beijing, China
Chinese
Jie Zhao
(Ⴛᆎ)
1501, No. 15 388 Alley
Wanrong Road
Jing’an District
Shanghai, China
Chinese
Qi Y u
(ɲೡ)
135-1, Phase IV
Y utianxia, Tianzhu Town
Shunyi District
Beijing, China
Chinese
Non-executive Director
Leiwen Y ao
(ᆾ˖)
2802, Unit 1
Building 5, Guanhu International
No. 88 North Dongsihuan Road
Chaoyang District
Beijing, China
Chinese
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Name Address Nationality
Independent non-executive Directors
Y unan Ren
(΂๬Ӳ)
Flat B, Casa Del Sol
33 Ching Sau Lane
Chung Hom Kok
Hong Kong Island, Hong Kong
Chinese
(Hong Kong)
Hing Y uen Ho
(Оᅅ๕) (also known as
David Hing Y uen Ho)
A1102 Skyey Mansion 3
260 Xiangshan East Street
Nanshan District
Shenzhen
Guangdong province, China
Chinese
(Hong Kong)
Qingfei Zeng
(࠭also known as
John Fei Zeng)
15-2-1801 Building 204
Ciyunsi Beili
Chaoyang District
Beijing, China
United States
of America
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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PARTIES INVOLVED IN THE GLOBAL OFFERING
Sole Sponsor and
Sole Sponsor-Overall Coordinator
China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
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
CLSA Limited
18/F, One Pacific Place
88 Queensway
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
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Joint Bookrunners China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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China Renaissance Securities
(Hong Kong) Limited
Units 8107-08, Level 81
International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
Futu Securities International
(Hong Kong) Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
Tiger Brokers (HK) Global Limited
23/F, Li Po Chun Chambers
189 Des V oeux Road Central
Hong Kong
Fuze Securities (International) Limited
Room 1004, 10/F
OfficePlus@Sheung Wan
No. 93-103 Wing Lok Street
Sheung Wan
Hong Kong
Livermore Holdings Limited
Unit 1214A, 12/F
Tower II Cheung Sha Wan Plaza
833 Cheung Sha Wan Road
Kowloon
Hong Kong
Mulana Investment Management Limited
2904, 29/F
ChinaChem Leighton Plaza
29 Leighton Road
Causeway Bay
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 136 ---
Citrus Securities Limited
Room 2201, 22/F
OfficePlus@Wan Chai
303 Hennessy Road
Wan Chai
Hong Kong
Joint Lead Managers China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
China Renaissance Securities
(Hong Kong) Limited
Units 8107-08, Level 81
International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
Futu Securities International
(Hong Kong) Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
Tiger Brokers (HK) Global Limited
23/F, Li Po Chun Chambers
189 Des V oeux Road Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Fuze Securities (International) Limited
Room 1004, 10/F
OfficePlus@Sheung Wan
No. 93-103 Wing Lok Street
Sheung Wan
Hong Kong
Livermore Holdings Limited
Unit 1214A, 12/F
Tower II Cheung Sha Wan Plaza
833 Cheung Sha Wan Road
Kowloon
Hong Kong
Mulana Investment Management Limited
2904, 29/F
ChinaChem Leighton Plaza
29 Leighton Road
Causeway Bay
Hong Kong
Citrus Securities Limited
Room 2201, 22/F
OfficePlus@Wan Chai
303 Hennessy Road
Wan Chai
Hong Kong
Capital Market Intermediaries China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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China Renaissance Securities
(Hong Kong) Limited
Units 8107-08, Level 81
International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
Futu Securities International
(Hong Kong) Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
Tiger Brokers (HK) Global Limited
23/F, Li Po Chun Chambers
189 Des V oeux Road Central
Hong Kong
Fuze Securities (International) Limited
Room 1004, 10/F
OfficePlus@Sheung Wan
No. 93-103 Wing Lok Street
Sheung Wan
Hong Kong
Livermore Holdings Limited
Unit 1214A, 12/F
Tower II Cheung Sha Wan Plaza
833 Cheung Sha Wan Road
Kowloon
Hong Kong
Mulana Investment Management Limited
2904, 29/F
ChinaChem Leighton Plaza
29 Leighton Road
Causeway Bay
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Citrus Securities Limited
Room 2201, 22/F
OfficePlus@Wan Chai
303 Hennessy Road
Wan Chai
Hong Kong
Legal advisers to our Company As to Hong Kong and U.S. laws
Skadden, Arps, Slate, Meagher & Flom
and affiliates
42/F, Edinburgh Tower
The Landmark
15 Queen’s Road Central
Central
Hong Kong
As to PRC law
Zhong Lun Law Firm
22-24/F & 27-31/F,
South Tower of CP Center
20 Jin He East Avenue
Chaoyang District
Beijing 100020
China
As to Cayman Islands laws
Maples and Calder (Hong Kong) LLP
26/F Central Plaza
18 Harbor Road, Wan Chai
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 140 ---
Legal advisers to the Sole Sponsor
and the Underwriters
As to Hong Kong and U.S. laws
Clifford Chance
27th Floor, Jardine House
One Connaught Place
Central
Hong Kong
As to PRC law
Jingtian & Gongcheng
34/F, Tower 3
China Central Place
77 Jianguo Road
Chaoyang District
Beijing
PRC
Reporting accountant and
independent auditor
Ernst & Y oung
Certified Public Accountants
Registered Public Interest Entity Auditor
27/F, One Taikoo Place
979 King’s Road
Quarry Bay
Hong Kong
Industry consultant Frost & Sullivan (Beijing) Inc., Shanghai
Branch Co.
Room 2504-2505, Wheelock Square
No. 1717, Nanjing West Road
Jingan District
Shanghai
PRC
Receiving bank China CITIC Bank International Limited
80/F International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 141 ---
Headquarters Room 807, 8th Floor, Building 1
No. 222, West Section 3, Waihuan Road
Y anjiang District
Ziyang City
Sichuan Province, China
Principal place of business in Hong Kong Room 1922, 19/F, Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
Registered office in the Cayman Islands PO Box 309, Ugland House,
Grand Cayman
KY1-1104, Cayman Islands
Company’s website https://www.mininglamp.com
(the information contained on the this
website does not form part of this
document)
Joint company secretaries Xin Fan (ڦ)
4/F, China Digital Building
No. 1 Wangjing North Road
Chaoyang District
Beijing, China
Lai Kiu Yim ( ̄ᘆ዗)
Room 1922, 19/F, Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
Authorized representatives Minghui Wu (ሾ)
4/F, China Digital Building
No. 1 Wangjing North Road
Chaoyang District
Beijing, China
Lai Kiu Yim ( ̄ᘆ዗)
Room 1922, 19/F, Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
CORPORATE INFORMATION
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Audit committee Mr. Y unan Ren (Chairperson)
Mr. Hing Y uen Ho
Mr. John Fei Zeng
Remuneration committee Mr. Hing Y uen Ho (Chairperson)
Mr. Y unan Ren
Mr. Minghui Wu
Nomination committee Mr. Y unan Ren (Chairperson)
Mr. Hing Y uen Ho
Ms. Qi Y u
Corporate governance committee Mr. Hing Y uen Ho (Chairperson)
Mr. Y unan Ren
Mr. John Fei Zeng
Principal share registrar and
transfer office
Maples Fund Services (Cayman) Limited
PO Box 1093, Boundary Hall
Cricket Square
Grand Cayman KY1-1102
Cayman Islands
Hong Kong Share Registrar Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road Hong Kong
Compliance advisor Somerley Capital Limited
20th Floor, China Building
29 Queen’s Road Central
Hong Kong
Principal banks China Merchants Bank Shenzhen Branch
China Merchants Bank Shenzhen Branch
Building, No. 2016 Shennan Boulevard
Futian District
Shenzhen
China
China CITIC Bank (Haikou Branch)
Banshan Garden
No. 1 Jinmao Road
Haikou
Hainan Province
China
CORPORATE INFORMATION
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--- page 143 ---
Standard Chartered Bank (Hong Kong)
Limited
3/F Standard Chartered Bank Building
4-4A Des V oeux Road
Central
Hong Kong
Shanghai Innovation Bank Co. Ltd.
21/F, Block B, Baoland Plaza
No. 588 Dalian Road
Shanghai
China
CORPORATE INFORMATION
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The information and statistics contained in this section and other sections of this
document were extracted from different official government publications, available
sources from public market research and from the market research report by Frost &
Sullivan (the “ Frost & Sullivan Report ”), an independent global consulting firm
commissioned by us. The information from official government sources set out in this
section has not been independently verified by us, the Sole Sponsor , the Sole Sponsor-
Overall Coordinator , the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, any of the Underwriters, any of our or their
respective directors, officers, employees, advisors, agents or representatives or any other
party involved in the Global Offering and no representation is given as to its accuracy.
OVERVIEW OF DATA INTELLIGENCE APPLICATION SOFTW ARE MARKET IN
CHINA
Artificial general intelligence refers to a stage of AI development where it can exhibit
human-like intelligence across different environments and fields through its broad cognitive
and decision-making abilities. In the context of future developments in general AI, data,
generative AI models, and industry knowledge are the key factors for companies to gain a
competitive advantage. Companies can leverage data intelligence application software to
capitalize unique data value accumulated during their operations, which in turn can be
integrated with the capabilities of generative AI, and an understanding of specific industries to
create data-driven workflows. This approach optimizes operational efficiency in vertical
application scenarios and helps businesses enhance customer experience.
Data intelligence application software utilizes technologies such as artificial intelligence,
big data, cloud computing, and IoT to help clients extract value from their data, providing
scenario-specific data intelligence capabilities in various contexts including marketing and
operations, empowering enterprises to achieve data-driven decision-making processes as well
as cost reduction and efficiency improvement in operations management. The diagram below
illustrates the upstream, midstream, and downstream of the value chain of the data intelligence
application software market in China.
Upstream Midstream Downstream
IT infrastructure and
technology providers
Data intelligence application
software providers
Enterprises and public
institutions
Retail
Catering
Automobile
Healthcare
Education
Others
Marketing
Operation
Others (such as compliance,
manufacturing and others)
Segmented by application
scenarios
Key roles
Primarily providing IT infrastructure such as
servers, storages, chips, network, and
supportive technology such as technologies
that are mature enough to be provided by
third-parties in a cost-effective manner
Primarily providing data intelligence
application software across different
application scenarios including marketing,
operation, and others such as compliance,
manufacturing, and others
Procuring data intelligence
application software to streamline
their businesses, make more informed
strategic decisions, provide better
user experience, and others
IT infrastructure
Servers
Storages
Chips
Network
Others
Supportive technology
Basic AI functions such as OCR,
TTS, ASR, etc.
Basic RPA technology
Others
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Based on the usage in different applications by organizations, data intelligence
application software can be primarily categorized into marketing intelligence, operational
intelligence and others. The size of China’s data intelligence application software market grew
from RMB16.9 billion in 2020 to RMB32.7 billion in 2024, with a CAGR of 17.9% from 2020
to 2024. With the growing demand for data intelligence application software from enterprises,
the development of technology, and the government’s encouraging policies for the industry, the
market size is expected to reach RMB67.5 billion in 2029 with a CAGR of 15.6% from 2024
to 2029.
Market size of data intelligence application software market in China
RMB Billion, 2020-2029E
CAGR 2020-2024 2024-2029E
Total 17.9% 15.6%
Marketing
16.9
21.1
26.1
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E
20.6% 16.8%
Operation 23.4% 17.7%
Compliance 16.6% 16.4%
Manufacturing 18.9% 16.1%
Others 9.6% 8.7%
Marketing Compliance
Operation
Others
Manufacturing
4.4 5.6
2.9
5.8
4.7
2.2
3.6
4.1
7.1
3.7
7.1
3.5
4.7
30.3
8.5
4.5
8.2
4.1
5.0
32.7
9.3
5.1
8.7
4.4
5.2
38.6
11.1
6.1
10.3
5.3
5.8
45.2
13.1
7.3
12.1
6.2
6.4
52.4
15.4
8.6
14.2
7.2
7.0
60.3
17.9
10.1
16.4
8.3
7.6
2029E
67.5
20.2
11.5
18.6
9.3
7.9
2.7
2.2
Source: Frost & Sullivan
Pain Points and Value Propositions of Data Intelligence Application Software
In the evolving landscape of data utilization, enterprises have traditionally faced several
critical challenges that hinder their ability to fully leverage data for business growth and may
even lead to compliance issues. Below sets forth the main pain points that businesses face and
the value propositions of data intelligence application software:
 Unmet demand in vertical application scenarios. Despite the rapid advancements in
general large models in recent years, the models are prone to problems such as
hallucinations, inaccurate reasoning, and lack of effective integration with real
business scenarios during their development. Based on the pain points demands of
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real business scenarios, accumulated vertical scenario-based data and technical
capabilities, data intelligence application software helps enterprises to improve the
accuracy and reliability of the outputs when leveraging capabilities of general large
models.
 Data silos. In the process of business development, especially in large enterprises,
different data are often stored in disparate systems used by different departments
and data generated from online operations and offline operations are often
segregated, leading to data silos. These isolated data repositories make it
challenging to integrate and fully unleash data’s value. Data intelligence application
software helps enterprises overcome this challenge by integrating data from various
sources, including both online sources and offline sources such as IoT devices, and
managing it in a unified manner, thereby enhancing data accessibility and improving
its utilization efficiency.
 Data ethics dilemmas. With the rising importance of data, especially in the process
of rolling out generative AI technologies, data ethics dilemmas are becoming more
urgent. Data ethics refers a system of values and moral principles related to the
responsible collection, use and sharing of data. For example, in the context of
advertising placement, interest among participants including brands/enterprises,
advertising agencies, and media platforms may not be aligned and may impair trust
in the marketing placement process. Data intelligence application software is
designed to alleviate the problem by helping clients better unlock the value of data
while addressing data ethics dilemma.
Data intelligence application software providers play an critical role as generative AI
technology increasingly advances. Leading AI companies specializing in foundation models
leverage large-scale computing power and massive datasets to pre-train powerful models.
Recently, leading foundation models such as DeepSeek have demonstrated that innovative
training strategies can effectively reduce costs while maintaining outstanding performance.
However, as foundation models are primarily designed for general-purpose use, they often face
challenges in industry-specific applications, such as hallucinations and misalignment with
real-world workflows.
To bridge this gap, data intelligence application software providers play a crucial role in
transforming the general capabilities of foundation models into reliable, specialized solutions
for specific scenarios. With access to industry-specific data and the ability to process
large-scale multimodal datasets, these providers enable companies to develop vertical
multimodal models that enhance foundation models with greater accuracy and efficiency.
Moreover, by leveraging domain expertise and continuous data feedback from application
software, data intelligence software providers can further refine their models, ensuring better
alignment with real-world use cases and maintaining a competitive edge.
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The diagram below illustrates the key elements of product development leveraging
generative AI and the role that data intelligence application software providers play in the
development process.
Public Data
GPU
Algorithm
Foundation Model
Multimodal Algorithm
Vertical Industry Data
GPU
Vertical Multimodal
Model
Vertical Tools
Context Data
Agents
Feedback Loop
Data Intelligence
Application Software
Providers
Source: Frost & Sullivan
Growth Drivers of Data Intelligence Application Software Market
The key growth drivers of China’s data intelligence application software market include:
Enterprises’ demand for data intelligence application software
As competition among enterprises intensifies, there is a growing enterprises’ need for
data-driven strategic and operational decisions in order to ensure long-term success in a
competitive business environment. The rapid development of artificial intelligence, mobile
internet, and IoT has led to the increasing complexity of data and the explosive growth of data
volume, posing higher challenges for data-driven decision-making capabilities in various
application scenarios. Data intelligence application software deeply integrates with various
heterogeneous data sources, enhancing enterprises’ data-driven decision-making capabilities.
Looking forward, data will not only be the foundation for enterprise decision-making but will
also become a crucial tool for enterprises to optimize production processes, improve efficiency,
and reduce costs.
Proliferation of multimodal data
With the rapid development of mobile internet and IoT devices, multimodal data
processing is becoming increasingly common and abundant. The complexity and heterogeneity
of multimodal data has brought new challenges and opportunities for microdata processing and
analysis. Companies need to leverage data intelligence application software to perform
in-depth mining and integration analysis of multimodal data, enabling better utilization and
exploitation of data value across different vertical application scenarios.
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Development of technology
The continuous advancement of cutting-edge technologies such as AI, big data, cloud
computing, and IoT provides crucial support for the development of data intelligence
application software. Among these, artificial intelligence has been developed more
significantly in recent years. With the development of large-scale pre-trained models including
transformer and diffusion, AI technology is evolving from discriminative to generative
techniques. Through pre-training on massive data sets, it has formed a powerful content
understanding and generating capabilities, further expanding the application range and
capabilities of data intelligence software and promoting continuous industry development
under the wave of new technologies.
Favorable policies
In recent years, the Chinese government has vigorously promoted the development of the
digital economy through a series of policy and measures, such as the “14th Five-Y ear Plan for
Digital Economy Development” ( “ɤ̬ʞ”஝ྌ), the “Guidance Opinion on
Strengthening Data Asset Management” (ኬจԈ) and the
“Three-Y ear Action Plan for Data Factors (2024-2026)” ( “९x”ྌ (2024-2026
ϋ)). These policies aim to drive data assetization, strengthen national technological
innovation capabilities under the digital economy, promote digital transformation across
industries, and foster new economic growth points, thus expanding the market scale of data
intelligence application software in China. Meanwhile, regulations such as the General Data
Protection Regulation (GDPR) and China’s Data Security Law and Personal Information
Protection Law have redefined the responsibilities and obligations of enterprises in handling
personal data, providing a healthy and sustainable development environment for China’s data
intelligence application software market.
Key Trends of Data Intelligence Application Software Market
China’s data intelligence application software market is subject to the following key
trends:
Increasing level of data complexity driving the increase in value of data intelligence
application software
With the rapid development of IoT, AI, and big data technologies, the volumes of data
have grown explosively, and the complexity of data has continually increased. V arious sensors,
smart devices, and internet applications continue to generate massive amounts of structured
and unstructured multimodal data, increasing the complexity of data processing and analysis,
and raising the requirements and demands for data intelligence application software.
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Further integration with large models
The development of large models is paving the way toward general AI and becoming one
of the important production factors for enterprises in the future. More and more data
intelligence application software providers will further integrate large model capabilities and
applying them widely across different scenarios, including enterprise marketing and
operations. As large model capabilities become more widespread and mature, the value of data
in vertical scenarios is likely to increase. Data intelligence application software providers will
continue to improve their data accumulation in industry verticals and their research and
development capabilities for industry-specific large models, providing differentiated services
to clients in various industries. Additionally, AI agents for various industry verticals will
become important components of future workflows for both enterprises and individuals,
connecting to different parts of the enterprise through APIs, and further helping to reduce costs
and increase efficiency.
Growing importance of data privacy and security
As data intelligence applications become more widespread, data privacy and security
issues are becoming increasingly prominent. Governments and enterprises are placing greater
emphasis on data protection regulations, and privacy-preserving technologies such as federated
learning and blockchain are gradually becoming key technologies for data intelligence
application software providers to ensure data security and privacy and are playing an
increasingly important role.
Competitive Landscape of Data Intelligence Application Software Market
We are the largest data intelligence application software providers in China in terms of
revenue in 2024. The following table sets forth the top three data intelligence application
software providers in China in terms of revenue generated from provision of data intelligence
services in 2024:
Ranking Company (1)
Revenue of
Data Intelligence
Application Software Market Share
(in RMB billion)
1/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Our Company 1.3 (2) 3.8%
2/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Company A (3) 0.5 1.6%
3/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Company B (4) 0.5 1.5%
Source: Frost & Sullivan
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Notes:
(1) The selection of the companies in the table also takes into account similarity of business operations as
compare with our Company’s operations.
(2) Revenue of data intelligence application software for the Company is calculated as the sum of revenue
from the Company’s marketing intelligence business and operational intelligence business, and does not
take into account revenue from the Company’s industry solutions.
(3) Company A is a public company founded in 2014 in Beijing and listed on the Hong Kong Stock
Exchange, which primarily engaged in the digital transformation of enterprises in finance, energy and
power, telecommunications, and transportation and other sectors. Company A had fewer than 2,000
employees as of December 31, 2024.
(4) Company B is a private company founded in 2011 in Beijing, which primarily provides data intelligence
software to enterprises in finance, internet and other sectors. Company B had fewer than 200 employees
as of December 31, 2024.
Major cost components of companies in the data intelligence application software market
or, by the extension, the technology service industry, primarily consist of: (i) the salary and
benefit expenses paid to employees and (ii) technology services expenses on resources such as
broadband. The average annual urban salary for employees in private companies within
China’s information transmission, software, and IT services industry increased from
RMB101.3 thousand in 2020 to RMB123.2 thousand in 2024, reflecting a CAGR of 5.0% from
2020 to 2024. As year-over-year growth of average salary has been slowing down in recent
years, the average annual urban salary for employees in private companies within China’s
information transmission, software, and IT services industry is expected to continue increasing
but at a more moderate pace compared to historical trends. On the other side, broadband costs
in China have steadily declined, supported by the country’s robust infrastructure systems. The
cost of fixed broadband services as a percentage of monthly gross national income per capita
decreased from 0.5% in 2020 to 0.4% in 2024, ranking as the sixth lowest globally, and such
cost is expected to continue to gradually decline from 2024 to 2029. Based on the assumptions
of China’s ongoing social and political stability, steady economic growth, and alignment with
historical trends, the major cost components are not expected to experience any material
fluctuations that would significantly impact our Group’s business.
Key Success Factors for the Data Intelligence Application Software Market
 Leading Technological R&D and Innovation Capabilities. With the continuous
development of big data, AI, and cloud computing technologies, enterprises need to
consistently invest in R&D and innovation to maintain a competitive edge. Advanced
technological R&D capabilities not only help enterprises launch products with more
powerful functionalities but also enable them to respond quickly to market changes and
customer needs. Enterprises need to combine their vertical scenario-based data with large
model capabilities to better handle complex data analysis and processing tasks in vertical
applications, thereby creating new business opportunities and forming competitive
advantages.
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 Profound Industry-Specific Know-How. Profound industry-specific know-how is another
key factor for success in the data intelligence application software market. Each industry
has its unique business processes and data requirements. Understanding the operational
models and market trends of specific industries and developing targeted software
products to address the real pain points of downstream customers in practical business
scenarios is crucial for data intelligence application software providers.
 Continuous Acquisition of High-Quality Industry Data. Continuously acquiring large
amounts of high-quality industry data is one of the important foundations for data
intelligence application software providers to consistently provide high-value products to
clients. Enterprises need to utilize various types of interfaces to obtain vast amounts of
high-quality data and continuously train and optimize vertical industry large models,
thereby enhancing the actual value delivered to clients.
 Widely-recognized Brand and Industry Benchmarking Cases. In the highly competitive
data intelligence application software market, widely recognized brands and
benchmarking cases of client service are also important factors for success. A brand’s
awareness and reputation can help attract more potential clients and enhance the loyalty
of existing clients. At the same time, potential clients often consider whether a provider
has served well-known enterprises in the industry or has created benchmarking cases as
important criteria for choosing partners.
OVERVIEW OF MARKETING INTELLIGENCE APPLICATION SOFTW ARE
MARKET IN CHINA
In the current context of global commodity supply exceeding its demand, the importance
of marketing in the overall business environment has become increasingly prominent.
Marketing is no longer just an auxiliary means of product sales, but one of the core forces
driving the sustainable development of enterprises. Enterprises in an increasingly competitive
market environment need to implement data-driven analytics strategies through effective
marketing tools in order to stand out, attract more potential clients and transform to sales
growth.
Marketing intelligence application software refers to the application software that uses
artificial intelligence, big data, and other technologies to solve the business needs of
enterprises in marketing scenarios in different aspects, including intelligent insights, intelligent
placement of advertisements, advertising monitoring, and others, and to help enterprises
achieve measurable, attributable and optimizable data-driven marketing campaigns,
empowering enterprise business growth.
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The size of China’s marketing intelligence application software market increased from
RMB4.4 billion in 2020 to RMB9.3 billion in 2024 with a CAGR of 20.6% from 2020 to 2024.
Looking forward, the size of China’s marketing intelligence application software market is
expected to reach RMB20.2 billion in 2029 with a CAGR of 16.8% from 2024 to 2029.
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
4.4
5.6
7.1
8.5 9.3
11.1
13.1
15.4
17.9
20.2
Market size of marketing data intelligence application software market in China
RMB Billion, 2020-2029E
2020-2024 2024-2029E
CAGR 20.6% 16.8%
Source: Frost & Sullivan
Growth Driver of Marketing Intelligence Application Software Market
Growing demand on the business side
With increasing competition and mismatch between supply and demand, enterprises have
greater demand for marketing. Meanwhile, due to the exponential growth in the amount of data
and the diversity of data sources, enterprises face numerous marketing challenges that have led
to increasing need for marketing intelligence application software, as it can help enterprises
effectively monitor invalid ad traffic, gain insights into market dynamics, and formulate
marketing strategies that are more accurate and in line with business needs. Therefore, the
growth in demand for marketing intelligence application software is one of the key growth
drivers of the market.
Digitization of the advertising media
The advertising industry has experienced rapid digital development in recent years, and
advertising channels have gradually shifted from offline to online, and particularly, to internet
platforms. At the same time, the whole process of advertising, monitoring, content generation
and optimization has generated a huge amount of multi-source and heterogeneous online data,
giving rise to wide adoption of marketing intelligence application software by enterprises and
driving the growth of the overall industry.
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Rise of social media
With the development of the mobile Internet, social media has become an important
channel for consumers to obtain product information and interact with the platform, and users
can share a large amount of content such as text, pictures, and videos on media platforms
anytime and anywhere. The increasing significance that social media plays in consumers’ life
propels more diverse forms of marketing. User-generated content and KOLs have an increasing
impact on consumers. Enterprises need to use marketing intelligence application software to
analyze different content on social media and achieve more accurate insights and analysis of
consumers by analyzing massive amounts of heterogeneous data from multiple sources.
Expansion of overseas operations by Chinese enterprises
In recent years, Chinese enterprises have been expanding their overseas operations. Due
to the unfamiliarity of Chinese enterprises with the overseas local business environment, they
need data intelligence application software to enable professional and efficient marketing
solutions. The valuable output of marketing intelligence application software, in terms of
online traffic monitoring, user profile unification, and marketing content generation, for
Chinese enterprises in the process of international business expansion is driving the growth of
China’s marketing intelligence application software market.
Key Trends of Marketing Intelligence Application Software Market
China’s data intelligence application software market is subject to the following key
trends:
Multi-channel marketing integration
In the modern marketing environment, with the increasing number of advertising channels
and real-time delivery of advertisement, the conventional way of manual integration of
advertising data from different channels is becoming more and more time consuming and
complex. As a result, enterprises are increasingly inclined to adopt unified data intelligence
application software to integrate online and offline multi-channel customer data, in order to
gain a more comprehensive understanding of customer behavior and preferences, and to help
enterprises maximize the value of marketing investment across different channels, including
online stores, offline physical stores, social media, and others channels, and to facilitate more
accurate marketing decisions.
Increased attention to marketing content
In the past, marketing campaigns paid more attention to the portrait of potential customers
and lacked targeted marketing content for specific potential customer segments. With the rapid
development of large language model technology capabilities, marketing intelligence
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application software is projected to further utilize generative AI capabilities to achieve the
automatic generation of multimodal content from text to images and videos and provide more
accurate marketing content services by understanding the complex and specific needs among
different potential customers.
Demand for all-in-one providers
As large model capabilities continue to evolve, providers that integrate massive
multi-source heterogeneous data in different segments of the business process are poised to
empower enterprises throughout their business cycle. This progression will drive a growing
demand for such all-in-one providers with enhanced large model capabilities and the ability to
seamlessly provide different products in different marketing scenarios.
Competitive Landscape of Marketing Intelligence Application Software Market
We are the largest marketing intelligence application software provider in China in terms
of revenue in 2024. The following table sets forth the top three marketing intelligence
application software providers in China in terms of revenue generated from provision of
marketing intelligence services in 2024:
Ranking Company (1)
Revenue of Marketing
Intelligence Application
Software Market Share
(in RMB billion)
1/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Our Company 0.7 7.8%
2/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Company B (2) 0.5 5.1%
3/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Company C (3) 0.4 4.3%
Source: Frost & Sullivan
Notes:
(1) The selection of the companies in the table also takes into account similarity of business operations as
compare with our Company’s operations.
(2) Company B is a private company founded in 2011 in Beijing, which primarily provides data intelligence
software to enterprises in finance, internet and other sectors. Company B had fewer than 200 employees
as of December 31, 2024.
(3) Company C is a private company founded in 2021 in Hangzhou as a subsidiary of public company listed
on both the Hong Kong Stock Exchange and New Y ork Stock Exchange with the goal to facilitate
enterprises’ digital transformation processes in China through the power of data. Company C’s services
cover retail, manufacturing, Internet, finance and other sectors. Company C had approximately 500
employees as of December 31, 2024.
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Key Success Factors for the Marketing Intelligence Application Software Market
 Data quantity, quality and security. Data is the foundation for effective analysis in the
marketing intelligence application software market. The quality and quantity of data form
network effects, making them key success factors in the industry. In marketing settings,
data integrity, accuracy, consistency, timeliness, and availability directly impact the
conclusions drawn from data analysis and, consequently, the effectiveness of marketing
strategies depends on data. Therefore, enterprises need to have the ability to acquire and
update a large volume of high-quality data to ensure the effectiveness of their marketing
solutions. Additionally, as data privacy protection becomes increasingly important,
having strong privacy preserving capabilities and robust data security management
mechanisms not only helps enterprises effectively reduce the risks of data leakage and
misuse but also enhances providers’ reputation and competitiveness among their clients
and business partners. Data privacy and security is one of the key success factors for
long-term stable development in the data intelligence application software market.
 Transparency in marketing processes. Transparency in marketing is one of the important
areas of focus for enterprises conducting marketing activities and is a key strategy for
data intelligence application software providers to build trust and enhance brand value.
Instead of earning revenue through margin gains in the advertising traffic trading process,
marketing intelligence software providers help enterprises better understand the
effectiveness of their ad placements through fair and open analysis and service practices
in a data-driven marketing environment, enabling more accurate and responsible
marketing decisions. Marketing transparency is not only a crucial way to increase client
loyalty to a brand but also an indispensable factor for achieving long-term, sustainable,
and healthy development in a competitive market.
 Profound know-how of marketing scenarios. Different industries have unique business
processes, operational models, and market dynamics. Clients in different industry
segments have varying needs for marketing intelligence application software. Providers
need to develop different marketing performance metrics, knowledge bases, and models
tailored to industry characteristics, and provide targeted products and services.
Additionally, there are significant differences in the needs of large enterprises versus
small and medium-sized enterprises in terms of budget, complexity, and technical
capabilities. Therefore, understanding the needs of enterprise clients in different
industries and flexibly developing corresponding software services based on these needs
is one of the key success factors in the marketing intelligence application software
market.
 Rapid development and promotion of multimodal large model applications. Large models
are expected to play an indispensable role in marketing intelligence. The logical
reasoning and content generation capabilities of multimodal large models enable them to
understand and analyze user-specific needs and preferences, interact with customers in
real-time through AI agents, and automatically generate targeted marketing content,
thereby enhancing marketing effectiveness without compromising user experience.
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Therefore, marketing intelligence application software providers with the ability to
rapidly develop and adopt large model applications are expected to build a strong
competitive moat in the industry.
OVERVIEW OF OPERATIONAL INTELLIGENCE APPLICATION SOFTW ARE
MARKET IN CHINA
Operational intelligence application software refers to the use of artificial intelligence,
IoT, and other technologies to help enterprises address their needs in operational scenarios in
the core aspects of people, merchandise, and space, and enable enterprises to make more
effective operational management decisions based on data, improve operational efficiency, and
achieve comprehensive optimization of operational processes through accurate customer
management, intelligent store management and inventory control, and optimized space
utilization.
The size of China’s operational intelligence application software market grew from
RMB2.2 billion in 2020 to RMB5.1 billion in 2024 with a CAGR of 23.4% from 2020 to 2024.
Looking forward, the size of China’s operational intelligence application software market is
expected to reach RMB11.5 billion in 2029 with a CAGR of 17.7% from 2024 to 2029.
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
2.2 2.9
3.7
4.5
5.1
6.1
7.3
8.6
10.1
11.5
Market size of operational data intelligence application software market in China
RMB Billion, 2020-2029E
2020-2024 2024-2029E
CAGR 23.4% 17.7%
Source: Frost & Sullivan
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Growth Drivers of Operational Intelligence Application Software Market
The key growth drivers of China’s operational intelligence application software market
include:
Healthy development of China’s consumer retail market
China’s total retail sales of consumer goods has grown from RMB39.1 trillion in 2020 to
RMB48.3 trillion in 2024. The steady development of the retail market along with the
increasing offline store chain proliferation rate makes it even more important for enterprises
to apply operational intelligence application software to assist their store operations in each
region. Operational intelligence application software provides a unified management platform
for these enterprises and stores, which improves the management efficiency of enterprises and
stores by integrating operational data from different regions, reduces information silos, and
promotes the synergy between stores and efficient allocation of resources across regions.
Favorable government policies
The Chinese government issued the Outline of Strategic Planning for Expanding
Domestic Demand (2022-2035” (ࠅ2022-2035 ϋ)) in 2022, which
identifies the goal to accelerate the digital transformation and upgrading of traditional offline
businesses. Propelled by this favorable policy, operational intelligence application software has
become an important means for offline stores and retail chains to realize digital transformation
and is expected to be more widely adopted by offline businesses.
Iteration of cutting-edge technologies
By integrating new technologies such as AI and big data technologies, operational
intelligence application software provides enterprises with operational tools such as automated
data analysis, accurate market forecasting, and personalized customer service, which
significantly improve their operational efficiency and decision-making quality. At the same
time, they also help enterprises build a data-driven decision-making culture to ensure that they
stay ahead of the curve in a highly competitive market. The continual development of emerging
technologies is projected to further enable operational intelligence application software to
provide better services to enterprises and drive the growth of the operational intelligence
application software market.
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Key Trends of Operational Intelligence Application Software Market
China’s operational intelligence application software market is subject to the following
key trends:
Establishment of cognitive stores
Operational intelligence application software is expected to redefine the development of
offline chain stores by helping enterprises build cognitive stores, which are highly intelligent,
data-driven retail spaces integrating data from different online and offline channels with fully
automated processes in areas such as supply chain procurement, inventory management and
franchisee management, which optimize operational efficiency and enhance personalized
customer experience, driving better sales conversions as compared with traditional offline
stores. Operational intelligence application software can, on one hand, help consumers have a
better understanding of goods and services before they make the consumption decision, and,
on the other hand, help enterprises acquire insights for more informed decision-making through
their interactions with consumers. Through integrating advanced technologies, such as AI and
big data technologies, and product iterations, the continuingly upgrading operational
intelligence application software is expected to allow enterprises to build technology-driven
cognitive stores.
Construction of ecosystems
Operational intelligence application software providers are expected to build a strong
partner network, with participants including but not limited to technology providers, system
integrators, and channel partners, among others. Such an ecosystem will not only help software
providers expand their market coverage and provide more comprehensive solutions, but will
also enable operational intelligence application software to seamlessly integrate with hardware
provided by different providers through cooperation, enhancing their flexibility and
extensibility, which is more favored by end customers.
Competitive Landscape of Operational Intelligence Application Software Market
We are the largest operational intelligence application software provider in China in terms
of revenue in 2024. The following table sets forth the top three operational intelligence
application software providers in China in terms of revenue generated from provision of
operational intelligence services in 2024:
Ranking Company (1)
Revenue of Operational
Intelligence Application
Software Market Share
(in RMB billion)
1/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Our Company 0.5 10.3%
2/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Company D (2) 0.2 3.5%
3/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Company E (3) 0.2 3.3%
Source: Frost & Sullivan
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Notes:
(1) The selection of the companies in the table also takes into account similarity of business operations as
compare with our Company’s operations.
(2) Company D is a private company founded in 2017 in Hangzhou, which primarily provides software to
power digital transformation of enterprises’ storefront operations. Company D had fewer than 100
employees as of December 31, 2024.
(3) Company E is a private company founded in 2016 in Suzhou, which primarily provides software to
power digital transformation of enterprises in catering, automobiles, beauty, pharmaceutical and other
sectors. Company E had fewer than 300 employees as of December 31, 2024.
According to Frost & Sullivan, compared with other companies in the data intelligence
application software industry, we are the pioneer in the application or introduction of the key
proprietary technologies and functions as set forth in the table below. We believe these
proprietary technologies constitute one of the most important competitive edges of our
products and solutions.
Key functions
Technologies that constitute competitive edges of
the Company’s products and solutions
Marketing platform coverage /H1118/H1118/H1118/H1118 Covers more than 100,000 media, forums,
websites, and platforms, representing the
broadest coverage in the market. The broadest
coverage of media platforms ensures that the
Company’s product can effectively meet a
wide range of clients’ needs
 Capable of maintaining a 99.7% accuracy
rate
(1) in marketing performance measurement
when processing over 10 billion user behavior
logs on a daily basis, positioning it as a
leading data processing service provider in the
market. This robust processing power ensures
the reliability and high performance of the
Company’s product, earning greater trust from
clients
 First to offer cross-device services across
personal computers, mobile devices, and OTT
platforms in China. This pioneering
innovation enables the Company’s product to
quickly address clients’ needs, securing a
first-mover advantage in the market
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Key functions
Technologies that constitute competitive edges of
the Company’s products and solutions
Marketing content generation and
performance measurement /H1118/H1118/H1118/H1118
 First to adopt multimodal large language
model (MLLM) in 2023 to identify and
generate diverse types of content that are
predicted to lead to the best marketing
performance. MLLM is applied in Miaozhen
Systems and not only helps enterprises
identify the advertising contents that are likely
to generate the best marketing performance
but also helps them automatically generate
diverse types of content that are predicted to
lead to the best marketing performance
 First to adopt hypergraph multimodal large
language model (HMLLM) in 2024, allowing
it to integrate various non-standard modalities
such as EEG and eye movement and generate
effective marketing content
Marketing channel selection /H1118/H1118/H1118/H1118/H1118 First to propose a face recognition method
based on meta-learning (a machine learning
technology) in 2019 to enhance influencer
identification and effectively help brands
select the influencers that have the potential to
generate the best advertising performance
results
Market insights generation /H1118/H1118/H1118/H1118/H1118/H1118 First to adopt hypergraph retrieval-augmented
generation (HRAG), in 2023 to efficiently
retrieve and connect more diverse data types,
offering more precise analyses and richer
insights, enabling enterprises to analyze a
wide range of variables—including text,
images, speech, and videos—through a
customer data management platform,
providing them with even deeper, more
comprehensive insights for content creation
and decision-making
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Key functions
Technologies that constitute competitive edges of
the Company’s products and solutions
Sales strategy optimization /H1118/H1118/H1118/H1118/H1118 First to harness knowledge graph technologies
in 2019 to develop conversational intelligence
products that assist frontline sales personnel
Proactive store equipment
maintenance and inventory
management optimization /H1118/H1118/H1118/H1118/H1118
 First to incorporate the concepts of “events,”
“time,” and “space” to knowledge graph
modeling in 2022 to help businesses in
proactive maintenance and data-driven
decision-making through dynamically linking
extensive data sets such as equipment
performance data and drawing correlations
between factors in the supply chain
management such as delivery time, order
accuracy, and the quality of goods supplied
Note:
(1) Measured by an IT performance monitoring SaaS product, which monitors website quality such as
safety, API interfaces, and webpage functionality and performance, offered by an independent third
party. Specifically, the accuracy rate represents the number of tracking requests with proper collection
of accurate data as a percentage of the total number of tracking requests. Tracking requests are requests
sent by an application or a web browser to Miaozhen Systems for tracking an Internet user’s behavior,
such as views, clicks and searches, in relation to an advertisement. Should Miaozhen Systems
encounters any downtime or interruptions, the accuracy of the report would be affected. For example,
if an advertising campaign has one billion tracking requests, and ten thousand requests are not correctly
recorded due to server timeouts, the accuracy rate is calculated as a percentage, representing the
difference between the one billion requests minus the ten thousand requests not correctly record, divided
by the one billion requests.
Key Success Factors for the Operational Intelligence Application Software Market
 Continual technology iteration capability and product usability. In the context of rapid
technology iteration and upgrades, developers of operational intelligence application
software must continually follow the latest technology trends and integrate cutting-edge
technologies into their products to stay abreast of the technological curve and achieve
agile development. This agility not only helps enterprises quickly respond to market
changes and customer needs but also accelerates the product development cycle, ensuring
rapid delivery and product iteration. Additionally, due to the complexity of operational
scenarios, including numerous service personnel and cross-regional operations,
enterprises have high demands for the stability and usability of operational intelligence
application software. Therefore, providers must not only constantly bring about
technology innovations but also ensure high product usability to meet the needs of their
enterprise clients.
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 Cooperative relationships with channel partners. Establishing strong relationships with
channel partners is one of the key success factors for operational intelligence application
software providers to achieve rapid business growth. Operational intelligence application
software often involves extensive integration with enterprises’ IoT devices, and the
maintenance of smooth communication and standardized interface protocols with these
partners is beneficial for business operations. Additionally, by collaborating with channel
partners, providers of operational intelligence application software can quickly expand
their market reach and utilize the partners’ industry knowledge, customer resources, and
technical expertise to gain a competitive advantage in the market.
 Ability to serve clients successfully. The ability to serve clients successfully is one of the
crucial success factors in the operational intelligence application software market. In
offline retail businesses, numerous in-store personnel and store locations are involved,
complicating the service process. Providers need to ensure promptness and
responsiveness in addressing enterprise clients’ emerging needs to maintain client
satisfaction. This service capability includes software implementation, training, technical
support, and a deep understanding of customer needs, regular feedback collection, and a
rapid response mechanism. Through superior client services, providers can build
long-term partnerships with clients, increase client satisfaction and loyalty, and thus gain
an advantage in a competitive market, achieving sustainable business growth.
SOURCES OF INFORMATION
We commissioned Frost & Sullivan, an independent global consulting firm that offers
industry research and market strategies and provides growth consulting and corporate training
to conduct a detailed analysis and prepare an industry report on the data intelligence
application software market, the marketing intelligence application software market, and the
operational intelligence application software market. We have agreed to pay a fee of
RMB795,000 to Frost & Sullivan in connection with the preparation of the Frost & Sullivan
Report. We have extracted certain information from the Frost & Sullivan Report in this section,
as well as in the sections headed “Summary,” “Risk Factors,” “Business,” “Financial
Information” and elsewhere in this document to provide our potential investors with a more
comprehensive presentation of the industries where we operate.
During the preparation of the Frost & Sullivan Report, Frost & Sullivan performed both
primary and secondary research, and obtained knowledge, statistics, information, and industry
insights on the industry trends of the target research markets. Primary research involved
interviewing industry insiders such as leading market players, suppliers, customers, and
recognized third-party industry associations. Secondary research involved reviewing company
reports, independent research reports, and data based on Frost & Sullivan’s own research
database. Projected data was obtained from historical data analysis plotted against
macroeconomic data with reference to specific industry-related factors. Frost & Sullivan
believes that the basic assumptions used in preparing the Frost & Sullivan Report, including
those used to make future projections, are factual, correct and not misleading. Frost & Sullivan
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has independently verified the information, but the accuracy of the conclusions of its review
largely relies on the accuracy of the information collected. Frost & Sullivan’s research may be
affected by the accuracy of assumptions used and the choice of primary and secondary sources.
The Frost & Sullivan Report was compiled based on the following key assumptions: (i)
the social, economic and political environments of the PRC, and other primary countries
worldwide will remain stable during the forecast period, which will ensure a sustainable and
steady development of defined markets; and (ii) there are no significant adverse material
changes in government policies in respect of the defined markets.
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This section sets forth a summary of the most significant laws, rules and regulations that
may affect our business activities in China.
REGULATIONS ON INTERNET SECURITY
Cybersecurity and Data Security
Internet information in China is regulated and restricted from a national security
standpoint. The SCNPC enacted the Decisions on Maintaining Internet Security ( Ό਷ɛ͏
) on December 28, 2000 and amended it on
August 27, 2009, which may subject violators to criminal punishment in China if such act
constitutes a criminal offense for any effort to: (i) sell shoddy products or give false publicity
to commodities or services; (ii) jeopardize others’ business credibility and commodity
reputation; (iii) infringe on others’ intellectual property rights; (iv) fabricate and spread (a)
false information which affects the exchange of securities or (b) other information which
disrupts financial order; or (v) establish pornographic websites, provide services for
connecting pornographic websites, or spread pornographic books and periodicals, movies,
audiovisuals or pictures. The Ministry of Public Security of the PRC has promulgated the
Administration Measures on the Security Protection of Computer Information Network with
International Connections () on December 16,
1997, which was amended by the State Council of the PRC on January 8, 2011. As indicated
in the measures, no individual shall use the internet to endanger state security, divulge state
secrets, infringe on legitimate rights and interests of others or engage in illegal criminal
activities. If an internet information service provider violates these measures, the Ministry of
Public Security and the local security bureaus may issue a warning, confiscate its illegal gains
or impose a fine, terminate its network connection and, in severe cases, revoke its operating
license and shut down its websites.
The PRC Cybersecurity Law (), which was promulgated
by the SCNPC and became effective on June 1, 2017, requires network operators to comply
with laws and regulations and fulfill their obligations to safeguard the security of the network
when conducting business and providing services. The Cybersecurity Law further requires
network operators to take all necessary measures in accordance with applicable laws,
regulations and compulsory national requirements to safeguard the safe and stable operation of
the networks, respond to network security incidents effectively, prevent illegal and criminal
activities, and maintain the integrity, confidentiality and usability of network data.
On June 10, 2021, the SCNPC promulgated the PRC Data Security Law ( ʕശɛ͏΍
), which took effect on September 1, 2021. The Data Security Law imposes
data security and privacy obligations on entities and individuals carrying out data activities.
The Data Security Law also provides for a national security review procedure for data activities
that affect or may affect national security and imposes export restrictions on certain data and
information.
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Furthermore, on September 30, 2024, the State Council promulgated the Regulation on
Network Data Security Management ( ၣഖᅰኽτΌ၍ଣૢԷ), which came into effect on
January 1, 2025. This regulation is not only the first administrative regulation specifically on
network data security, but also serves as a comprehensive implementing regulation for the
compliance requirements set out by the Cybersecurity Law, Data Security Law, and Personal
Information Protection Law. The regulation introduces several key obligations, including
requiring network data handlers to specify the purpose and method of personal information
processing, as well as the types of personal information involved, before any personal
information is handled. It also clarifies definitions for important data, outlines the obligations
of those handling important data, establishes broader contractual requirements for data sharing
between data handlers, and introduces a new exemption for regulatory obligations regarding
cross-border data transfers.
Cybersecurity Review and Outbound Data Transfer Security Assessment
On December 28, 2021, the CAC and other relevant PRC regulatory authorities jointly
revised and promulgated the Measures for Cybersecurity Review (), or
the Cybersecurity Review Measures, which came into effect on February 15, 2022.
According to the Cybersecurity Review Measures, critical information infrastructure
operators (the “ CIIOs ”) that purchase internet products and services or network platform
operators that carry out data processing activities must be subject to a cybersecurity review if
their activities affect or may affect national security. The Cybersecurity Review Measures
further stipulates a cybersecurity review shall be conducted in the following circumstances: (i)
internet platform operators who possess more than one million users’ personal information and
seek to list abroad are obliged to apply for a cybersecurity review; (ii) CIIOs purchasing
network products or services where national security has been or may be affected shall apply
for a cybersecurity review; and (iii) the competent PRC government authority may initiate
cybersecurity review in case that any member of the cybersecurity review committee believes
that any network product or service or data processing activity affects or is likely to affect
national security and the Central Cyberspace Affairs Commission approve to do so.
On September 26, 2024, our PRC Legal Advisor conducted a phone consultation with the
China Cybersecurity Review, Certification and Market Regulation Big Data Center (the
“CCRC ”). According to the Answers to Reporters Regarding the Cybersecurity Review
Measures (ਪ) published by the CAC, the (i)
Cybersecurity Review Office is a subordinate agency of the CAC, with work entrusted to the
CCRC; (ii) the CCRC is responsible for receiving application materials and conducting formal
reviews of the materials; (iii) a hotline is set up for consultation regarding the cybersecurity
review. Based on the foregoing, our PRC Legal Advisor is of the view that CCRC is the
competent authority to provide opinion on the application of the Cybersecurity Review
Measures to our Group’s Listing in Hong Kong.
REGULATIONS
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Based on the phone consultation with CCRC on September 26, 2024, CCRC confirmed
that “listing in Hong Kong” does not constitute “listing abroad.” and the possibility of our
Group being identified as a CIIO is relatively low if our Group did not receive any notification
from PRC government authorities of being classified as a CIIO.
As of the Latest Practicable Date, (i) we have not been notified by any PRC government
authorities of being classified as a CIIO; (ii) we have not been notified by any PRC government
authorities requiring us to conduct a cybersecurity review; (iii) we have not received any
inquiry, notice, warning from any PRC government authorities, and have not been subject to
any investigation, sanctions or penalties made by any PRC government authorities regarding
national security risks caused by our business operations or the Listing; and (iv) we consider
that we have not engaged in any data processing activities or purchased any network products
or services that affect or may affect national security. Based on the foregoing, our Directors and
our PRC Legal Advisor are of the view that the likelihood of our Group or the Listing being
subject to the cybersecurity review is low.
Based on the phone consultation with CCRC on September 26, 2024, the officer
confirmed that we are not required to file an application for cybersecurity review under the
Cybersecurity Review Measures and that not filing the application for cybersecurity review
complies with the Cybersecurity Review Measures.
On July 7, 2022, CAC promulgated the Measures on Security Assessment of Outbound
Data Transfer (), which came into effect on September 1, 2022.
Pursuant to the measures, data processors providing outbound data shall apply for outbound
data transfer security assessment with CAC in any of the following circumstances: (i) where
a data processor provides important data abroad; (ii) where a CIIO or a data processor
processing the personal information of more than one million individuals provides personal
information abroad; (iii) where a data processor has provided personal information of 100,000
individuals or sensitive personal information of 10,000 individuals in total abroad since
January 1 of the previous year; and (iv) other circumstances prescribed by the CAC for which
declaration for security assessment for outbound data transfers are required.
As confirmed by our Directors, our Group’s inbound data is stored on servers located
within the territory of mainland China, and relevant systems have strict access control. As of
the Latest Practicable Date, we are not aware of any outbound provision of data collected or
produced through operations within the territory of the PRC that may trigger the application
of the Measures on Security Assessment of Outbound Data Transfer. Based on the foregoing,
our PRC Legal Advisor is of the view that we were not required to submit for the outbound data
transfer security assessment as of the Latest Practicable Date.
However, our PRC Legal Advisor also advised us that there is uncertainty as to the
application and implementation of such laws since they have been in effect for a relatively
short period of time. See “Risk Factors—Risks Relating to Our Business and Industry—Our
services involve collecting, processing, and storage significant amounts of data concerning our
REGULATIONS
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clients and business partners and may be subject to complex and evolving laws and regulations
regarding privacy and data protection. If we fail to comply with privacy and data protection
laws and regulations, our business, results of operations and financial condition may be
adversely affected.”
Algorithm Governance
The Administrative Provisions on Internet Information Service Algorithm-Based
Recommendation (), which took effect on March 1,
2022, implement classification and hierarchical management for algorithm-based
recommendation service providers based on various criteria. The provisions also requires the
algorithmic recommendation service providers to establish and improve the management
systems and technical measures for algorithm mechanisms and to provide users with options
that will not target their personal profiles or convenient options to close algorithmic
recommendation services.
On November 25, 2022, The CAC, the Ministry of Industry and Information Technology,
and the Ministry of Public Security jointly promulgated the Provisions on the Administration
of Deep Synthesis of Internet-Based Information Services (Υϓ၍ଣ஝
) (the “ Deep Synthesis Provisions ”), which took effect on January 10, 2023.
The Deep Synthesis Provisions clearly stipulates that the use of deep synthesis technology
to provide Internet information services within the territory of the People’s Republic of China
is subject to these regulations. The general provisions of deep synthesis services are specified,
emphasizing that deep synthesis services must not be used for activities prohibited by laws and
administrative regulations. The Deep Synthesis Provisions requires deep synthesis service
providers to implement the main responsibility for information security, establish sound
management systems and technical security measures, formulate public management rules and
platform conventions, authenticate the real identity information of users, strengthen deep
synthesis content management, establish sound rumor-refuting mechanisms and complaint and
reporting mechanisms. Deep synthesis service providers and technical support providers are
required to strengthen training data management and technical management, ensure data
security, not illegally process personal information, and regularly review, evaluate, and verify
algorithm mechanisms. Deep synthesis service providers and technical support providers with
public opinion attributes or social mobilization capabilities should fulfill filing, change, and
cancelation procedures. If new products, applications, or functions with public opinion
attributes or social mobilization capabilities are launched, security assessments should be
conducted.
On July 10, 2023, the CAC promulgated the Provisional Measures for the Administration
of Generative Artificial Intelligence Services () (the
“AIGC Measures ”), which took effect on August 15, 2023.
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The AIGC Measures specifies the overall requirements for providing and using generative
artificial intelligence services, propose specific measures to promote the development of
generative artificial intelligence technology, clarify requirements for training data processing
activities and data annotation, establish norms for generative artificial intelligence services,
and require generative artificial intelligence service providers to take effective measures to
prevent minors from over-relying on or becoming addicted to generative artificial intelligence
services. The AIGC Measures also requires the identification of generated content such as
images and videos in accordance with the Deep Synthesis Provisions, and timely disposal of
illegal content. In addition, the AIGC Measures establish systems for safety assessment,
algorithm registration, and complaint reporting, and clarify legal responsibilities.
Regulatory landscape in the AIGC sector evolves rapidly, for example, the CAC may
issue new requirements or adjust their current practice from time to time. We closely monitor
these changes and are committed to promptly addressing and adapting to any new requirements
or updates from regulatory authorities.
As advised by our PRC Legal Advisor, during the Track Record Period and up to the
Latest Practicable Date, we have not received any warning, complaints, adverse media
coverage, investigations and severe administrative, civil and criminal sanctions or penalties for
non-compliance with AIGC Measures or any other regulations pertaining to AI and algorithm.
Therefore, our PRC Legal Advisor and our Directors are of the view, and the Sole Sponsor
concurs, that we have complied with the requirements of the AIGC Measures in all material
respects and its publication and implementation will not have a material adverse effect on our
business operations, financial performance, or our Listing.
REGULATIONS ON PRIV ACY PROTECTION
On December 29, 2011, the MIIT issued Several Provisions on Regulating the Market
Order of Internet Information Services (), which
became effective on March 15, 2012, and provides that an internet information service provider
may not collect any user’s personal information or provide any such information to third
parties without such user’s consent, unless otherwise provided by laws and administrative
regulations. Pursuant to the Several Provisions on Regulating the Market Order of Internet
Information Services, internet information service providers are required to, among others, (i)
expressly inform the users of the method, content and purpose of the collection and processing
of such users’ personal information and may only collect such information necessary for the
provision of its services; and (ii) properly maintain the users’ personal information, and in case
of any leak or possible leak of a user’s personal information, internet information service
providers must take immediate remedial measures and, in severe circumstances, make an
immediate report to the telecommunications regulatory authority and cooperate with relevant
authorities in investigation and solution.
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Pursuant to the Decision on Strengthening the Protection of Online Information (׵
), issued by the SCNPC on December 28, 2012, and the Order for
the Protection of Telecommunication and Internet User Personal Information (ձʝᑌၣ
), issued by the MIIT on July 16, 2013 and took effect on September
1, 2013, any collection and use of any user personal information must be subject to the consent
of the user, and abide by the applicable law, rationality and necessity of the business and fall
within the specified purposes, methods and scopes in the applicable law.
In addition, the Cybersecurity Law provides that: (i) to collect and use personal
information, network operators shall follow the principles of legitimacy, rightfulness and
necessity, disclose rules of data collection and use, clearly express the purposes, means and
scope of collecting and using the information, and obtain the consent of the persons whose data
is gathered; (ii) network operators shall neither gather personal information unrelated to the
services they provide, nor gather or use personal information in violation of the provisions of
laws and administrative regulations or the scopes of consent given by the persons whose data
is gathered; and shall dispose of personal information they have saved in accordance with the
provisions of laws and administrative regulations and agreements reached with users; and (iii)
network operators shall not divulge, tamper with or damage the personal information they have
collected, and shall not provide personal information to others without the consent of the
persons whose data is collected. However, there will be an exception to the rules if the
information has been processed and cannot be recovered, making it impossible to match such
information with specific persons.
On May 28, 2020, the National People’s Congress of the PRC issued the PRC Civil Code
(Պ), which became effective on January 1, 2021. The PRC Civil
Code stipulates that the personal information of a natural person shall be protected by the law.
Any organization or individual shall legally obtain the personal information of others when
necessary and ensure the safety of such personal information, and shall not illegally collect,
use, process or transmit the personal information of others, or illegally buy or sell, provide or
make public the personal information of others.
On August 20, 2021, the SCNPC promulgated the Law of Personal Information Protection
of PRC, or the Personal Information Protection Law (),
which took effect on November 1, 2021. Pursuant to the Personal Information Protection law,
“personal information” refers to any kind of information related to an identified or identifiable
individual as electronically or otherwise recorded but excluding the anonymized information.
The Personal Information Protection Law specifically specifies the rules for handling sensitive
personal information, which means personal information that, once leaked or illegally used,
may easily cause harm to the dignity of natural persons or grave harm to personal or property
security, including information on biometric characteristics, financial accounts, individual
location tracking, among others as well as the personal information of minors under the age of
14. Personal information handlers shall bear responsibility for their personal information
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handling activities and adopt the necessary measures to safeguard the security of the personal
information they handle. Otherwise, the personal information handlers will be ordered to
correct and be confiscated illegal income, or suspend or terminate the provision of services,
fines, or other penalties.
REGULATIONS RELATING TO FOREIGN INVESTMENT
Encouraging Catalog and Negative List of Foreign Investment
Investment activities in the PRC by foreign investors are principally governed by the
Catalog of Industries for Encouraging Foreign Investment ( ོᎸ̮ਠҳ༟ପุͦ፽), or the
Encouraging Catalog, and the Special Administrative Measures (Negative List) for the Access
of Foreign Investment (݄(૶ఊ)), or the Negative List,
which were promulgated and are amended from time to time by MOFCOM and NDRC. The
Encouraging Catalog and the Negative List layout the basic framework for foreign investment
in the PRC, classifying businesses into three categories with regard to foreign investment:
“encouraged,” “restricted” and “prohibited.” Industries not listed in the Encouraging Catalog
and the Negative List are generally deemed as falling into a fourth category “permitted.” The
NDRC and MOFCOM promulgated the Catalog of Industries for Encouraging Foreign
Investment (2022 V ersion) ( ོᎸ̮ਠҳ༟ପุͦ፽(2022و)), or the 2022 Encouraging
Catalog, on October 26, 2022, and the Special Administrative Measures (Negative List) for the
Access of Foreign Investment (2024 V ersion) (݄(૶ఊ)(2024
و)), or the 2024 Negative List, on September 6, 2024, which came into effect on
November 1, 2024, to replace the previous encouraging catalog and negative list thereunder.
Industries not listed in the 2024 Negative List are generally deemed as “permitted” for foreign
investments, unless otherwise specifically restricted by PRC laws.
Foreign Investment Law and its Implementation Rules
On March 15, 2019, the National People’s Congress of the PRC promulgated the Foreign
Investment Law of the PRC (), or the Foreign Investment Law,
which came into effect on January 1, 2020, and replaced the trio of old rules regulating foreign
investment in China, namely, the Sino-foreign Equity Joint V enture Enterprise Law ( ʕശɛ
), the Sino-foreign Cooperative Joint V enture Enterprise Law
() and the Wholly Foreign-Invested Enterprise Law
(), together with their implementation rules and ancillary
regulations. The Foreign Investment Law does not comment on the concept of “de facto
control” or contractual arrangements with VIEs; however, it has a catch-all provision under the
definition of “foreign investment” to include investments made by foreign investors in China
through means stipulated by laws or administrative regulations or other methods prescribed by
the State Council. Furthermore, the Foreign Investment Law provides that foreign invested
enterprises established according to the Sino-foreign Equity Joint V enture Enterprise Law, the
Sino-foreign Cooperative Joint V enture Enterprise Law and the Wholly Foreign-Invested
Enterprise Law regulating foreign investment may maintain their structure and corporate
governance within five years after the implementation of the Foreign Investment Law, foreign
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invested enterprises shall adjust the structure and corporate governance in accordance with the
current PRC Company Law (), which was last amended on
December 29, 2023, and took effect on July 1, 2024, and the PRC Partnership Enterprise Law
(), which was last amended on August 27, 2006, and took
effect on June 1, 2007, and other laws and regulations governing the corporate governance.
The Foreign Investment Law stipulates that China implements the management system of
pre-establishment national treatment plus a negative list to foreign investment and 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 must comply with the 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 applied by a domestic
enterprise, except where laws or regulations provide otherwise. In addition, foreign investors
or foreign invested enterprises are required to file information reports and foreign investment
shall be subject to the national security review.
On December 26, 2019, the State Council promulgated the Implementation Rules to the
Foreign Investment Law (ૢԷ), which became effective
on January 1, 2020. The implementation rules further clarifies that the state encourages and
promotes foreign investment, protects the lawful rights and interests of foreign investors,
regulates foreign investment administration, continues to optimize foreign investment
environment, and advances a higher-level opening. The competent investment department and
commerce department of the State Council shall be responsible for proposing the negative list
for the State Council’s approval.
On December 30, 2019, the MOFCOM and the State Administration for Market
Regulation, jointly promulgated the Measures for Information Reporting on Foreign
Investment (), which became effective on January 1, 2020.
Pursuant to the measures, where a foreign investor carries out investment activities in the PRC
directly or indirectly, the foreign investor or the foreign-invested enterprise shall submit the
investment information to the competent commerce department.
REGULATIONS ON OVERSEAS INVESTMENT
The Administrative Measures on Overseas Investments (), was
promulgated by MOFCOM on September 6, 2014 and effective on October 6, 2014. As defined
by the Administrative Measures on Overseas Investments, overseas investment means that the
enterprises legally incorporated in the PRC own the non-financial enterprises or obtain the
ownership, control and operation management rights of the existing non-financial enterprises
in foreign countries through incorporation, merger and acquisition and other means. If the
overseas investments involve sensitive countries and regions or sensitive industries, they shall
be subject to the approval of competent authorities. For other overseas investments, they shall
be subject to filing administration. Local enterprises shall file with the provincial commercial
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administration authorities where they are located. The qualified enterprises will be put into
record and granted with Overseas Investment Certificate for Enterprise by the relevant
provincial commercial administration authorities.
The Administrative Measures on Overseas Investments by Enterprises ( Άุྤ̮ҳ༟
), was promulgated by the NDRC on December 26, 2017 and effective on March
1, 2018. As defined therein, overseas investment means any investment activities in which a
domestic enterprise of the PRC obtains ownership, control, operation and management rights
and other relevant interests directly or through its controlled overseas enterprise by way of
contributing asset and/or interest or providing financing and/or guarantee. To conduct overseas
investment, certain procedures shall be compiled with, including approval and record-filing of
overseas investment project, reporting relevant information and cooperating with the
supervision and inspection. The NDRC promulgated the Catalog of Sensitive Sectors for
Outbound Investment (2018 Edition) ( ྤ̮ҳ༟ઽชБุͦ፽(2018و)) on January 31,
2018, effective on March 1, 2018, to list the current sensitive industries in detail.
REGULATIONS RELATING TO INTELLECTUAL PROPERTY IN THE PRC
Copyright and Software Registration
Pursuant to the Copyright Law of the PRC (), which was
promulgated by the SCNPC on September 7, 1990, last amended on November 11, 2020 and
effective on June 1, 2021, and its related Implementing Regulations ( ʕശɛ͏΍ձ਷ഹЪᛆ
ૢԷ) issued by the State Council on August 2, 2002, last amended on January 30,
2013, and effective on March 1, 2013, copyrights include personal rights such as the right of
publication and that of attribution as well as property rights such as the right of production and
that of distribution. Reproducing, distributing, performing, projecting, broadcasting, or
compiling a work or communicating the same to the public via an information network without
permission from the owner of the copyright therein, unless otherwise provided for in the
Copyright Law, shall constitute infringements of copyrights. The infringer shall, according to
the circumstances of the case, undertake to cease the infringement, take remedial action, offer
an apology, and pay damages, among others. On November 11, 2020, the SCNPC adopted the
amendment to the Copyright Law, or the 2020 Copyright Law, which took effect on June 1,
2021. The 2020 Copyright Law further strengthens copyright protection, for example, by (i)
raising maximum statutory compensation from RMB500,000 to RMB5,000,000; (ii) labeling
“audiovisual works” as a new type of work to substitute “cinematographic works and works
created by a process analogous to cinematography”; and (iii) refining evidential rules on the
amount of compensation for copyright infringement.
The Copyright Law labels computer software as a type of work. In accordance with the
Regulations on the Protection of Computer Software (ᚐૢԷ) promulgated
by the State Council on June 4, 1991, and last amended on January 30, 2013 (effective on
March 1, 2013), Chinese citizens, legal persons or other entities own the copyright in software
developed by them, including the right of publication, right of authorship, right of
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modification, right of reproduction, distribution right, rental right, right of network
communication, translation right and other rights that software copyright owners shall have,
regardless of whether such software has been published.
In accordance with the Measures for the Registration of Computer Software Copyright
() promulgated by the National Copyright Administration on
April 6, 1992, amended on February 20, 2002, and last revised on June 18, 2004, software
copyrights, exclusive licensing contracts for software copyrights and software copyright
transfer contracts shall be registered, and the National Copyright Administration shall be the
competent authority for the administration of software copyright registration and designates
the Copyright Protection Center of China as a software registration authority. The Copyright
Protection Center of China shall grant a registration certification to a computer software
copyright applicant who complies with regulations.
Trademark
Pursuant to the Trademark Law of the PRC (), as most
recently amended on April 23, 2019 effective on November 1, 2019, the right to exclusive use
of a registered trademark shall be limited to trademarks which have been approved for
registration and to goods for which the use of such trademark has been approved. The period
of validity of a registered trademark shall be ten years, counted from the day the registration
is approved. According to the Trademark Law, using a trademark that is identical to or similar
to a registered trademark in connection with the same or similar goods without the
authorization of the owner of the registered trademark constitutes an infringement of the
exclusive right to use a registered trademark. The infringer shall, in accordance with the
regulations, undertake to cease the infringement, take remedial action, offer an apology and
pay damages, among others.
Patent
Pursuant to the Patent Law of the PRC (), after the grant of
the patent right for an invention or utility model, except where otherwise provided for in the
Patent Law, no entity or individual may, without the authorization of the patent owner, exploit
the patent, that is, make, use, offer to sell, sell or import the patented product, or use the
patented process, or use, offer to sell, sell or import any product which is a direct result of the
use of the patented process, for production or business purposes. After a patent right is granted
for a design, no entity or individual shall, without the permission of the patent owner, exploit
the patent, that is, for production or business purposes, manufacture, offer to sell, sell, or
import any product containing the patented design. Once the infringement of patent is
confirmed, the infringer shall, in accordance with the regulations, undertake to cease the
infringement, take remedial action, and pay damages, among others. On October 17, 2020, the
SCNPC adopted the amendment to the Patent Law, or the 2020 Patent Law, which took effect
on June 1, 2021. The 2020 Patent Law further strengthens patent protection. For example, (i)
the design patent term extends from 10 years to 15 years, and rights holders can also claim part
of an entire product design; (ii) an invention will not lose its novelty in the event that it is
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firstly published for public interest under a national “state of emergency” or under
“extraordinary circumstances” within 6 months after the application date of such invention;
and (iii) the maximum statutory damages increase from RMB1,000,000 to RMB5,000,000.
Domain Name
Pursuant to the Measures for the Administration of Internet Domain Names of China
() promulgated on November 15, 2004 and effective on
December 20, 2004, or the 2004 Domain Names Measures, and the Measures for the
Administration of Internet Domain names () promulgated on August
24, 2017 and effective on November 1, 2017, which replaced the 2004 Domain Names
Measures, “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. The principle of “first come, first serve” is followed for the domain
name registration service. After completing the domain name registration, the applicant
becomes the holder of the domain name registered by him/it. Any organization or individual
may file an application for settlement with the domain names dispute resolution institution or
file a lawsuit in the people’s court in accordance with the law, if such organization or individual
consider its/his legal rights and interests to be infringed by domain names registered or used
by others.
REGULATIONS RELATING TO LABOR PROTECTION IN THE PRC
According to the Labor Law of the PRC () which was
promulgated by the SCNPC on July 5, 1994, came into effect on January 1, 1995, and was most
recently amended and took effect on December 29, 2018, an employer shall develop and
improve its rules and regulations to safeguard the rights of its workers. An employer shall
develop and improve its labor safety and health system, stringently implement national
protocols and standards on labor safety and health, conduct labor safety and health education
for workers, guard against labor accidents and reduce occupational hazards.
The Labor Contract Law of the PRC (), which
promulgated by the SCNPC on June 29, 2007, effective on January 1, 2008, and most recently
amended on December 28, 2012 with effect on July 1, 2013, and the Implementation
Regulations on Labor Contract Law (ૢԷ), promulgated
and effective on September 18, 2008, regulate both parties to a labor contract, namely the
employer and the employee, and contain specific provisions involving the terms of the labor
contract. It is stipulated by the Labor Contract Law and the Implementation Regulations on
Labor Contract Law that a labor contract must be made in writing. An employer and an
employee may enter into a fixed-term labor contract, an un-fixed term labor contract, or a labor
contract that concludes upon the completion of certain work assignments, after reaching an
agreement upon due negotiations. An employer may legally terminate a labor contract and
dismiss its employees after reaching an agreement upon due negotiations with the employee or
by fulfilling the statutory conditions. In addition, the Labor Contract Law also imposes
requirements on the use of employees of temp agencies, who are known in China as
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“dispatched workers.” Dispatched workers are entitled to equal pay with full-time employees
for equal work. Employers are only allowed to use dispatched workers for temporary, auxiliary,
or substitutive positions. The Interim Provisions on Labor Dispatching (჆ᅲБ஝
), issued by the Ministry of Human Resources and Social Security of the People’s Republic
of China on January 24, 2014 and effective on March 1, 2014, requires the number of
dispatched workers to not exceed 10% of the total number of employees.
Enterprises in China are required by the PRC laws and regulations to participate in certain
employee benefit plans, including social insurance funds, namely a pension plan, a medical
insurance plan, an unemployment insurance plan, a work-related injury insurance plan and a
maternity insurance plan, and a housing provident fund, and to contribute to the plans or funds
in amounts equal to certain percentages of salaries, including bonuses and allowances, of the
employees as specified by the local government from time to time at locations where they
operate their businesses or where they are located. According to the Social Insurance Law of
the PRC (), which was implemented on July 1, 2011, and
amended on December 29, 2018, an employer that fails to make social insurance contributions
in full may be ordered to rectify the non-compliance and pay the required contributions within
a stipulated deadline and be subject to a late fee of up to 0.05% per day by the social security
premium collection agency, as the case may be. If the employer still fails to rectify the failure
to make social insurance contributions within the stipulated deadline, it may be subject to a fine
ranging from one to three times the amount overdue. According to the Regulations on
Management of Housing Fund (၍ଣૢԷ) issued by the State Council, which
was last amended and took effect on March 24, 2019, an enterprise that fails to make housing
fund contributions in full may be ordered to rectify the non-compliance and pay the required
contributions within a stipulated deadline by the housing provident fund management center;
otherwise, an application may be made to a local court for compulsory enforcement.
According to the Interpretation II of the Supreme People’s Court of Issues Concerning the
Application of Law in the Trial of Labor Dispute Cases (ࣩ
༆ᙑ(ɚ)) enacted by the Supreme People’ Court on 31 July 2025 and
implemented on 1 September 2025. Where an employer and an employee enter into a written
or verbal agreement that social insurance premiums need not be paid by both parties, the
people’s court shall not support this arrangement and shall determine that the agreement is
invalid. Accordingly, when an employer fails to pay social insurance premiums even as
previously agreed between the employer and an employee, upon the employee’s termination of
the employment contract, the employer shall make up the unpaid social insurance premiums
and pay economic compensation to the employee in accordance with the provisions of the
Labor Law.
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REGULATIONS RELATING TO LEASING
Pursuant to the Law on Administration of Urban Real Estate of the PRC ( ʕശɛ͏΍
) promulgated by the SCNPC on July 5, 1994, and last amended on
August 26, 2019 with effect on January 1, 2020, when leasing premises, the lessor and lessee
are required to enter into a written lease contract, containing such provisions as the leasing
term, use of the premises, rental prices, rental and repair liabilities, and other rights and
obligations of both parties. In addition, pursuant to the Law on Administration of Urban Real
Estate of the PRC and the Administrative Measures on Leasing of Commodity Housing ( ਠ
), promulgated by the Ministry of Housing and Urban-Rural
Development on December 1, 2010 and effective on February 1, 2011, both lessor and lessee
are required to register the lease within 30 days from execution of the property lease contract
with the real estate administration department. Where there is a violation of the aforementioned
regulations and registration procedures have not been handled, the municipal or county
people’s government construction (real estate) authorities shall order the violator to rectify
within a specified time limit; if an individual fails to rectify within the prescribed time limit,
they shall be fined no more than RMB1,000; if an entity fails to rectify within the specified
time limit, it shall be fined between RMB1,000 and RMB10,000.
According to the PRC Civil Code, the lessee may sublease the leased premises to a third
party, subject to the consent of the lessor. Where the lessee subleases the premises, the lease
contract between the lessee and the lessor remains valid. The lessor is entitled to terminate the
lease contract if the lessee subleases the premises without the consent of the lessor. If the lessor
transfers the premises, the lease contract between the lessee and the lessor will still remain
valid.
REGULATIONS RELATING TO TAX IN THE PRC
Enterprise Income Tax
On March 16, 2007, the SCNPC promulgated the Enterprise Income Tax Law of the PRC
() or the EIT Law, which was last amended on December 29,
2018, and the State Council enacted the Regulations for the Implementation of the Law on
Enterprise Income Tax (ૢԷ) on December 6, 2007,
which were last amended on April 23, 2019. According to the EIT Law, taxpayers consist of
resident enterprises and non-resident enterprises. Resident enterprises are defined as
enterprises that are established in China in accordance with the PRC laws, or that are
established in accordance with the laws of foreign countries but whose actual or de facto
control is administered from within the PRC. Non-resident enterprises are defined as
enterprises that are set up in accordance with the laws of foreign countries and whose actual
administration is conducted outside the PRC, but have established institutions or premises in
the PRC, or have no such established institutions or premises but have income generated from
inside the PRC. Under the EIT Law and relevant implementing regulations, a uniform
corporate income tax rate of 25% is applicable. However, if non-resident enterprises have not
formed permanent establishments or premises in the PRC, or if they have formed permanent
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establishment institutions or premises in the PRC but there is no actual relationship between
the relevant income derived in the PRC and the established institutions or premises set up by
them, the enterprise income tax is, in that case, set at the rate of 10% for their income sourced
from inside the PRC. The Notice on Issues about the Determination of Chinese-Controlled
Enterprises Registered Abroad as Resident Enterprises on the Basis of Their Body of Actual
Management (͏ΆุϞᗫਪᕚ
) issued by the State Taxation Administration (the “ SAT”), or the Circular 82, on April
22, 2009, and effective on January 1, 2008, and partially repealed on December 29, 2017 with
effect on the same date, sets up a more specific definition of “actual or de facto control”
standard.
Value-Added Tax
According to the Interim Regulation of the PRC on V alue Added Tax (the “ VAT”) ( ʕ
೼ᅲБૢԷ), or the V A T Regulations, issued by the State Council on
December 13, 1993, last revised and took effect on November 19, 2017, and the Detailed Rules
for the Implementation of the Interim Regulation of the PRC on V alue Added Tax ( ʕശɛ
) issued by the Ministry of Finance, or the MOF, on
December 25, 1993, last revised on October 28, 2011 and took effect on November 1, 2011,
entities and individuals selling goods in the PRC or providing processing services, repair
services and importation services should be subject to V A T, and the payable tax amount shall
be calculated by deducting input tax for the current period from output tax for the current
period. According to the V A T Regulations, the tax rate for taxpayers engaging in sale of
services and intangible assets shall be 6%, unless otherwise stipulated. Our services are subject
to V A T at the rate of 6% in accordance with the V A T regulations. According to the
Announcement of the Ministry of Finance, the SA T and the General Administration of Customs
on Relevant Policies for Deepening the V alue-Added Tax Reform (Ϟᗫ
ʮѓ) promulgated on March 20, 2019 and effective on April 1, 2019, from April 1,
2019 to December 31, 2021, a taxpayer engaged in production or livelihood services is allowed
to have a 10% weighted deduction of creditable input V A T in the current period from the tax
amount payable. On March 3, 2022, MOF and SA T issued Announcement on V alue-added Tax
Policies for Promoting the Relief and Development of Distressed Industries in the Service
Field (ʮѓ), which extended
the foregoing weighted V A T deduction policy to December 31, 2022. Subsequently,
Announcement on Clarifying V A T Relief and Other Policies for Small-scale V A T Taxpayers
(ʮѓ), issued by MOF and SA T on
January 9, 2023, allowed the eligible taxpayers to deduct weighted 5% of the current deductible
input V A T from the tax payable during the period from January 1, 2023 to December 31, 2023.
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Dividend Withholding Tax
Pursuant to the Enterprise Income Tax Law and its implementation rules, if a non-resident
enterprise has not set up an organization or establishment in the PRC or has set up an
organization or establishment but the income derived has no actual connection with such
organization or establishment, it will be subject to a withholding tax on its PRC-sourced
income at a rate of 10%. Pursuant to the Arrangement between Mainland China and the Hong
Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on
Income (τર), which
became effective on August 21, 2006, and the Notice of the State Administration of Taxation
on the Issues concerning the Application of the Dividend Clauses of Tax Agreements (࢕
), or SA T Circular 81, which became
effective on February 20, 2009, the withholding tax rate in respect to the payment of dividends
by a PRC enterprise to a Hong Kong enterprise is reduced to 5% from a standard rate of 10%
if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise and certain other
conditions are met, including: (i) the Hong Kong enterprise must directly own the required
percentage of equity interests and voting rights in the PRC resident enterprise; and (ii) the
Hong Kong enterprise must have directly owned such required percentage in the PRC resident
enterprise throughout the 12 months prior to receiving the dividends.
Pursuant to the Notice of the State Administration of Taxation on the Issues concerning
the Application of the Dividend Clauses of Tax Agreements (ੂБ೼ϗ՘
), or SA T Circular 81, which became effective on February 20,
2009, 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. Furthermore, the
SA T issued the Circular of SA T on Promulgation of the Administrative Measures on
Non-resident Taxpayers Enjoying Treaty Benefits (೯б<͏ॶ೼ɛԮ
ج>ʮѓ), or the SA T Circular 35, on October 14, 2019, which became
effective on January 1, 2020. The SA T Circular 35 further simplified the procedures for
enjoying treaty benefits and replaced the Circular of SA T on Promulgation of the
Administrative Measures for Non-Resident Enterprises (೯б<͏ॶ
ج>ʮѓ), or the SA T Circular 60. According to the SA T
Circular 35, no approvals from the tax authorities are required for a non-resident taxpayer to
enjoy treaty benefits, and where a non-resident taxpayer self-assesses and concludes that it
satisfies the criteria for claiming treaty benefits, it may enjoy treaty benefits at the time of tax
declaration or at the time of withholding through the withholding agent, but it shall gather and
retain the relevant materials as required for future inspection, and accept follow-up
administration by the tax authorities. There are also other conditions for enjoying the reduced
withholding tax rate according to other relevant tax rules and regulations. According to the
Circular on Several Issues regarding the “Beneficial Owner” in Tax Treaties (೼ਕᐼ҅
ʮѓ), or Circular 9, which was issued on
February 3, 2018, by the SA T, effective as of April 1, 2018, when determining the applicant’s
status of the “beneficial owner” regarding tax treatments in connection with dividends,
interests or royalties in the tax treaties, several factors, including without limitation, whether
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the applicant is obligated to pay more than 50% of its income in twelve months to residents in
third country or region, whether the business operated by the applicant constitutes the actual
business activities, and whether the counterparty country or region to the tax treaties does not
levy any tax or grant tax exemption on relevant incomes or levy tax at an extremely low rate,
will be taken into account, and it will be analyzed according to the actual circumstances of the
specific cases. This circular further provides that applicants who intend to prove his or her
status of the “beneficial owner” shall submit the relevant documents to the relevant tax bureau
according to the Circular of SA T on Promulgation of the Administrative Measures for
Non-Resident Enterprises to Enjoy Treatments under Tax Treaties.
Income Tax for Share Transfers
According to the Circular of SA T Regarding Certain Corporate Income Tax Matters on
Indirect Transfer of Properties by Non-Resident Enterprises (͏Άุ
ʮѓ), or SA T Bulletin 7, promulgated by the SA T on
February 3, 2015, if a non-resident enterprise transfers the equity interests of a PRC resident
enterprise indirectly by transfer of the equity interests of an offshore holding company (other
than a purchase and sale of shares in a public securities market) without a reasonable
commercial purpose, the PRC tax authorities have the power to reassess the nature of the
transaction and the indirect equity transfer will be treated as a direct transfer. As a result, the
gain derived from such transfer, which means the equity transfer price less the cost of equity,
will be subject to the PRC withholding tax at a rate of up to 10%. In October 2017, SA T issued
the Announcement of the SA T on Issues Concerning the Withholding of Non-resident
Enterprise Income Tax at Source (ٙ
ʮѓ), or the SA T Bulletin 37, which, among others, repealed certain rules stipulated in SA T
Bulletin 7 and became effective on December 1, 2017. The SA T Bulletin 37 further details and
clarifies the tax withholding methods in respect of income of non-resident enterprises.
REGULATIONS RELATING TO DIVIDEND DISTRIBUTIONS
The principal regulations governing the distribution of dividends of wholly foreign-
owned enterprise, or WFOE, include the PRC Company Law, the Foreign Investment Law and
the Implementation Rules of the Foreign Investment Law. Under these regulations, WFOEs in
China may pay dividends only out of their accumulated profits, if any, determined in
accordance with the PRC accounting standards and regulations. In addition, WFOE in the PRC
are required to allocate at least 10% of their accumulated profits each year, if any, to fund
certain reserve funds unless these reserves have reached 50% of the registered capital of the
enterprises. These reserves are not distributable as cash dividends.
REGULATIONS
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REGULATIONS RELATING TO FOREIGN EXCHANGE
Foreign Currency Exchange
The principal regulations governing foreign currency exchange in China are the PRC
Foreign Exchange Administration Regulations ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ) which was
promulgated by the State Council on January 29, 1996, and last amended and effective on
August 5, 2008. Under the Foreign Exchange Administration Regulations, Renminbi is
generally freely convertible for payments of current account items, such as trade and
service-related foreign exchange transactions and dividend payments, but not freely
convertible for capital account items, such as direct investment, loan or investment in securities
outside China, unless prior approval of the State Administration of Foreign Exchange, or the
SAFE or its local counterparts, has been obtained.
On February 13, 2015, SAFE promulgated the Notice on Further Simplifying and
Improving the Direct Investment-related Foreign Exchange Administration Policies (̮
), or SAFE Notice 13, which
amended by SAFE on December 30, 2019. According to Notice 13, entities and individuals
may apply for such foreign exchange registrations from qualified banks. The qualified banks,
under the supervision of SAFE, may directly review the applications and conduct the
registration.
On March 30, 2015, SAFE promulgated the Circular on Reforming the Management
Approach regarding the Settlement of Foreign Capital of Foreign-invested Enterprise (࢕
), or Circular 19, which
came into effect on June 1, 2015 and was amended by SAFE on December 30, 2019, and March
23, 2023. According to Circular 19, the foreign exchange capital of foreign-invested
enterprises shall be subject to the Discretionary Foreign Exchange Settlement, which means
that the foreign exchange capital in the capital account of a foreign-invested enterprise for
which the rights and interests of monetary contribution have been confirmed by the local
foreign exchange bureau (or the book-entry registration of monetary contribution by the banks)
can be settled at the banks based on the actual operational needs of the foreign-invested
enterprise, and if a foreign-invested enterprise needs to make further payment from such
account, it still needs to provide supporting documents and proceed with the review process
with the banks. Furthermore, Circular 19 stipulates that the use of capital by foreign-invested
enterprises shall follow the principles of authenticity and self-use within the business scopes
of enterprises. The capital of a foreign-invested enterprise and capital in Renminbi obtained by
the foreign-invested enterprise from foreign exchange settlement shall not be used for the
following purposes: (i) directly or indirectly used for payments beyond the business scopes of
the enterprises or payments as prohibited by relevant laws and regulations; (ii) directly or
indirectly used for investment in securities unless otherwise provided by the relevant laws and
regulations; (iii) directly or indirectly used for granting entrust loans in Renminbi (unless
permitted by the scope of business), repaying inter-enterprise borrowings (including advances
REGULATIONS
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by the third party) or repaying the bank loans in Renminbi that have been sub-lent to third
parties; or (iv) directly or indirectly used for expenses related to the purchase of real estate that
is not for self-use (except for the foreign-invested real estate enterprises).
The Circular on Reforming and Standardizing the Foreign Exchange Settlement
Management Policy of Capital Account (ձ஝ᇍ༟͉ධͦഐි၍ଣ
), or Circular 16, was promulgated by SAFE on June 9, 2016, became effective
on the same date, and was amended by SAFE on December 4, 2023. Pursuant to Circular 16,
enterprises registered in the PRC may also convert their foreign debts from foreign currency
to Renminbi on a self-discretionary basis. Circular 16 reiterates the principle that Renminbi
converted from foreign currency-denominated capital of a company shall not be directly or
indirectly used for purposes beyond its business scope or prohibited by the PRC laws shall not
be provided as loans to its non-affiliated entities, shall not be directly or indirectly used for
securities investment or other investment and wealth management other than bank principal
protected products, and shall not be used for the construction or purchase of non-self-used real
estate (except for the real estate enterprises).
On January 26, 2017, SAFE promulgated the Circular on Further Improving Reform of
Foreign Exchange Administration and Optimizing Genuineness and Compliance V erification
(), or Circular
3, and stipulates several capital control measures with respect to the outbound remittance of
profit equivalent to more than US$50,000 from domestic entities to offshore entities, including
(i) under the principle of genuine transaction, banks shall check board resolutions regarding
profit distribution, the original version of tax filing records and audited financial statements;
and (ii) domestic entities shall hold income to account for previous years’ losses before
remitting the profits. Moreover, pursuant to Circular 3, domestic entities shall make detailed
explanations of the sources of capital and utilization arrangements, and provide board
resolutions, contracts and other proof when completing the registration procedures in
connection with an outbound investment.
On April 10, 2020, SAFE promulgated the Circular of the SAFE on Optimizing Foreign
Exchange Management Service in Support of Foreign Business Development (̮ි၍ଣ
), or Circular 3, which came into effect on the
same day, on the premise of ensuring the authentic and compliant use of funds and complying
with the existing regulations on the use of capital income, eligible enterprises are allowed to
use capital income such as capital funds, foreign debts and proceeds from overseas listing for
domestic payments without providing materials to the bank in advance for authenticity
verification on a case-by-case basis. The concerned banks shall follow the principle of prudent
development to control the relevant business risks and conduct post inspection on the use of
funds under capital accounts handled in accordance with relevant requirement.
REGULATIONS
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On October 23, 2019, the SAFE promulgated the Notice for Further Advancing the
Facilitation of Cross-border Trade and Investment (ආ༨ྤ൱
), or the SAFE Circular 28, which was amended by SAFE on December
4, 2023, and, among other things, allows all FIEs to use Renminbi converted from foreign
currency denominated capital for equity investments in China, as long as the equity investment
is genuine, does not violate applicable laws, and complies with the negative list on foreign
investment. The Circular Regarding Further Optimizing the Cross-border RMB Policy to
Support the Stabilization of Foreign Trade and Foreign Investment (ආɓӉᎴʷ༨ྤɛ
) jointly promulgated by the People’s Bank of China,
NDRC, MOFCOM, the State-owned Assets Supervision and Administration Commission of the
State Council, the China Banking and Insurance Regulatory Commission and SAFE on
December 31, 2020, and took effect on February 4, 2021, allows the non-investment
foreign-invested enterprises to make domestic reinvestment with RMB capital in accordance
with the law on the premise that they comply with prevailing regulations and the invested
projects in China are authentic and compliant. In addition, if a foreign-invested enterprise uses
RMB income under capital accounts to conduct domestic reinvestment, the invested enterprise
is not required to open a special deposit account for RMB capital, but still need to comply with
the restrictions of use of capital by foreign-invested enterprises.
Foreign Exchange Registration of Overseas Investment and Share Incentive Plan by PRC
Residents
On 21 October 2005, SAFE promulgated the Notice on Relevant Issues Concerning
Foreign Exchange Administration for PRC Residents to Engage in Financing and Inbound
Investment via Overseas Special Purpose V ehicles (͏ஷཀྤ̮
), or SAFE Circular 75, which
became effective as at 1 November 2005. According to the SAFE Circular 75, “special purpose
company” refers to any offshore company established or indirectly controlled by PRC residents
for the purpose of carrying out financing of their assets or equity interest in any PRC domestic
enterprise. The SAFE Circular 75 also specifies that: (i) a PRC citizen residing in the PRC shall
register with the local branch of the SAFE before it establishes or controls an overseas special
purpose company, for the purpose of overseas equity financing (including convertible debts
financing); (ii) when a PRC resident contributes the assets or its equity interests in a domestic
enterprise into an overseas special purpose company, or engages in overseas financing after
contributing assets or equity interests into a special purpose company, such PRC resident shall
register his/her interest in the special purpose company and the change thereof with the local
branch of the SAFE; and (iii) when the special purpose company undergoes a material event
outside of China, such as change in share capital or merger and acquisition, the PRC resident
shall, within 30 days from the occurrence of such event, register such change with the local
branch of the SAFE. The SAFE Circular 75 applies retroactively. As a result, PRC residents
who established or acquired control of such special purpose companies that made onshore
investment in the PRC in the past are required to complete the relevant overseas investment
foreign exchange registration or filing procedures.
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Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic
Residents’ Offshore Investment and Financing and Roundtrip Investment Through Special
Purpose V ehicles (೻ҳ༟
), or SAFE Circular 37, issued by SAFE and effective on July 4,
2014, which replaced SAFE Circular 75 and regulates foreign exchange matters in relation to
the use of special purpose vehicles, or SPVs, by PRC residents or entities to seek offshore
investment and financing and conduct round trip investment in China. Under SAFE Circular
37, a SPV refers to an offshore entity established or controlled, directly or indirectly, by PRC
residents or entities for the purpose of seeking offshore financing or making offshore
investment, using legitimate domestic or offshore assets or interests, while “round trip
investment” refers to the direct investment in China by PRC residents or entities through SPVs,
namely, establishing foreign-invested enterprises to obtain the ownership, control rights and
management rights. SAFE Circular 37 requires that, before making contribution into an SPV ,
PRC residents or entities are required to complete foreign exchange registration with SAFE or
its local branch. SAFE Circular 37 further provides that holders of option or share-based
awards granted by a non-listed SPV can exercise the options or share-based awards to
become a shareholder of such non-listed SPV , subject to registration with SAFE or its local
branch. On February 13, 2015, SAFE issued Notice of State Administration of Foreign
Exchange on Further Simplification and Improvement of Foreign Exchange Management
Policy for Direct Investment (݁
), effective June 1, 2015, pursuant to which, the power to accept SAFE registration
was delegated from local SAFE to local qualified banks where the assets or interest in the
domestic entity was located.
PRC residents or entities who have contributed legitimate domestic or offshore interests
or assets to SPVs but have yet to obtain SAFE registration before the implementation of the
SAFE Circular 37 shall register their ownership interests or control in such SPVs with SAFE
or its local branch. An amendment to the registration is required if there is a material change
in the registered SPV , such as any change of basic information (including change of such PRC
resident’s name and operation term), increases or decreases in investment amounts, transfers
or exchanges of shares, or mergers or divisions. Failure to comply with the registration
procedures set forth in SAFE Circular 37, or making misrepresentation or failure to disclose
controllers of foreign-invested enterprise that is established through round-trip investment,
may result in restrictions on the foreign exchange activities of the relevant foreign-invested
enterprises, including payment of dividends and other distributions, such as proceeds from any
reduction in capital, share transfer or liquidation, to its offshore parent or affiliate, and the
capital inflow from the offshore parent, and may also subject relevant PRC residents or entities
to penalties under PRC foreign exchange administration regulations.
Pursuant to the Notice on Issues Concerning the Foreign Exchange Administration for
Domestic Individuals Participation in Equity Incentive Plans of Overseas Listed Companies
(ஷ
) promulgated by SAFE on February 15, 2012, or the SAFE Circular 7, PRC residents who
are granted shares or share options by companies listed on overseas stock exchanges under
share incentive plans are required to (i) register with SAFE or its local branches, (ii) retain a
REGULATIONS
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qualified PRC agent, which may be a PRC subsidiary of the overseas listed company or another
qualified institution selected by the PRC subsidiary, to conduct SAFE registration and other
procedures with respect to the share incentive plans on behalf of the participants, and (iii)
retain an overseas institution to handle matters in connection with their exercise of share
options, purchase and sale of shares or interests and funds transfers.
REGULATIONS RELATING TO M&A AND OVERSEAS LISTING
The M&A Rules and certain other regulations establish relevant procedures for some
acquisitions of Chinese companies by foreign investors
On August 8, 2006, six PRC governmental and regulatory agencies, including MOFCOM
and the CSRC, jointly promulgated the Regulations on Mergers and Acquisitions of Domestic
Enterprises by Foreign Investors (), or the M&A
Rules, a new regulation with respect to the mergers and acquisitions of domestic enterprises by
foreign investors that became effective on September 8, 2006, and revised on June 22, 2009.
Foreign investors shall comply with the M&A rules when they purchase equity interests of a
domestic company or subscribe for the increased capital of a domestic company, and thus
changing the nature of the domestic company into a foreign-invested enterprise; or when the
foreign investors establish a foreign-invested enterprise in the PRC for the purpose of
purchasing the assets of a domestic company and operating the asset; or when the foreign
investors purchase the asset of a domestic company, establish a foreign-invested enterprise by
injecting such assets, and operate the assets. The M&A rules, among other things, purport to
require that the offshore special purpose vehicle that is controlled by PRC companies or
individuals formed for the purpose of seeking a public listing on an overseas stock exchange
through acquisitions of PRC domestic companies of the aforementioned PRC companies or
individuals using shares of such special purpose vehicle or shares held by its shareholders as
a consideration to obtain CSRC approval prior to the listing and trading of such special purpose
vehicle’s securities on an overseas stock exchange.
The Anti-Monopoly Law () promulgated by the SCNPC,
effective on August 30, 2007 and revised on August 1, 2022, requires that transactions which
are deemed concentrations and involve parties with specified turnover thresholds to be cleared
by the Anti-monopoly Law Enforcement Agency of the State Council before they can be
completed. In addition, on February 3, 2011, the General Office of the State Council
promulgated a Notice on Establishing the Security Review System for Mergers and
Acquisitions of Domestic Enterprises by Foreign Investors (̮ͭ਷ҳ༟
), or Circular 6, which became effective on March 3,
2011 and officially established a security review system for mergers and acquisitions of
domestic enterprises by foreign investors. Further, on August 25, 2011, MOFCOM
promulgated the Regulations on Implementation of Security Review System for the Merger and
Acquisition of Domestic Enterprises by Foreign Investors (Իᒅྤʫ
), which became effective on September 1, 2011, to implement
Circular 6. Under Circular 6, a security review is required for mergers and acquisitions by
foreign investors having “national defense and security” concerns and mergers and acquisitions
REGULATIONS
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by which foreign investors may acquire “ de facto control” of domestic enterprises with
“national security” concerns. Under the regulations, MOFCOM will focus on the substance and
actual impact of the transaction when deciding whether a specific merger or acquisition is
subject to security review. If MOFCOM decides that a specific merger or acquisition is subject
to security review, it will submit it to the Inter-Ministerial Panel, an authority established under
Circular 6 led by the NDRC and MOFCOM under the leadership of the State Council, to carry
out the security review. The regulations prohibit foreign investors from bypassing the security
review by structuring transactions through trusts, indirect investments, leases, loans, control
through contractual arrangements or offshore transactions. These laws and regulations are
continually evolving. On December 19, 2020, the Measures for the Security Review for
Foreign Investment () was jointly issued by NDRC and MOFCOM
and effective on January 18, 2021. The Measures for the Security Review for Foreign
Investment contains provisions concerning the security review mechanism on foreign
investment, including the types of investments subject to review, review scopes and
procedures, among others.
REGULATIONS RELATING TO OVERSEAS LISTING
On February 17, 2023, the CSRC promulgated Trial Administrative Measures of the
Overseas Securities Offering and Listing by Domestic Companies ( ྤʫΆุྤ̮೯БᗇՎձ
) (the “ Overseas Listing Trial Measures ”) and five supporting
guidelines, which became effective on March 31, 2023.
Pursuant to the Overseas Listing Trial Measures, PRC domestic companies that seek to
offer and list securities in overseas markets, either directly or indirectly, are required to fulfill
the filing procedure with the CSRC and report the relevant information through filing reports
and legal opinions. The Overseas Listing Trial Measures provides that an overseas listing or
offering is explicitly prohibited, if any of the following: (i) such securities offering and listing
is explicitly prohibited by provisions in laws, administrative regulations and relevant state
rules; (ii) the intended securities offering and listing may endanger national security as
scrutinized and determined in accordance with law by competent authorities under the State
Council; (iii) the domestic company intending to make the securities offering and listing, or the
controlling shareholder(s) and the actual controller of such company, 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; (iv) 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 (v) there are material ownership disputes over
equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s)
that are controlled by the controlling shareholder(s) and/or actual controller.
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The Overseas Listing Trial Measures also provides that the overseas securities offering
and listing will be deemed as an indirect overseas offering by PRC domestic companies if (i)
50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as
documented in its audited consolidated financial statements for the most recent fiscal year are
accounted for by PRC domestic companies; and (ii) the issuer’s principal business activities are
conducted in the PRC, or its principal place(s) of business are located in the PRC, or the senior
executives responsible for its business operations and management are mostly Chinese citizens
or persons domiciled in the PRC. Where an issuer submits an application for initial public
offering to competent overseas regulators, such issuer must file with the CSRC within three
business days after such application is submitted to the overseas regulators. The Overseas
Listing Trial Measures also requires subsequent reports to be filed with the CSRC on any
material events, such as change of control, investigation or punishment taken by overseas
securities regulatory authorities, change of listing status or listing plate, or voluntary or forced
delisting of the issuer(s) who have completed overseas offerings and listings.
REGULATIONS
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OVERVIEW
We are a leading data intelligence application software company dedicated to
transforming enterprises’ marketing and operational strategy design and decision-making
processes and driving enterprise digital transformation and innovation through data
intelligence technologies. According to Frost & Sullivan, we are the largest data intelligence
application software provider in China in terms of revenue in 2024.
Mr. Wu is the founder, chairman of our Board and chief executive officer of our Company.
Upon founding our Group in 2006, Mr. Wu identified business opportunity in the massive
volume of Internet user and social data and formulated the directional strategy to develop
data-driven and AI-powered products that can help enterprises improve return on advertising
and marketing investment and has been personally involved in the design of the Company’s
various data intelligence products and solutions. Mr. Wu is an experienced entrepreneur with
business insights and over 20 years of experience in software development and algorithm
research and over 19 years of experience in the big data and AI industries. Please see the
section headed “Directors and Senior Management” for more information about Mr. Wu.
KEY MILESTONES
The following is a summary of our key development milestones:
Y ear Event
2006 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Our Group was founded.
2008 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118China’s first advertising monitoring product of Miaozhen Systems
leveraging big data technologies began commercial use.
2013 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Miaozhen Systems released a social full-platform big data analysis
system and e-commerce platform solutions.
2014 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mininglamp Software was established and we began providing
solutions leveraging enterprise data platform to institutions,
enabling them to integrate and analyze data across multiple
channels.
2015 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We developed knowledge graph for diverse industry verticals to
further improve enterprises’ business efficiency.
2019 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mininglamp Software was selected as the “National Open
Innovation Platform for Next Generation Artificial Intelligence”
by the Ministry of Science and Technology.
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Y ear Event
2020 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We started to develop our operational intelligence business.
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We developed Co-pilot products to accelerate enterprises’
intelligent transformation in marketing and operational scenarios.
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We introduced hypergraph multimodal large language model
(HMLLM), allowing it to integrate various non-standard
modalities such as EEG and eye movement and generate effective
marketing content.
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We launched insightFlow CMS, an AIGC product combining social
media insights and content generation powered by AI and
leveraging the clients’ key success factors and trendy Internet
topics to help clients achieve a truly closed-loop capability from
marketing insights to marketing content generation.
OUR MAJOR SUBSIDIARIES
The following table sets forth certain information of each of our major subsidiaries as of
the Latest Practicable Date.
No. Company Principal business activities
Date and jurisdiction
of establishment
1/H1118/H1118/H1118/H1118Miaozhen Information
Technology Co., Ltd.
(ʮ
̡)
Marketing intelligence
services
June 13, 2010, PRC
2/H1118/H1118/H1118/H1118Beijing Mininglamp
Zhaohui Technology
Co., Ltd. (݇
ʮ̡)
Marketing intelligence
services
November 3, 2005, PRC
3/H1118/H1118/H1118/H1118Shanghai Miaozhen
Internet Technology
Co., Ltd. (০ၣ
ʮ̡)
Marketing intelligence
services
March 7, 2014, PRC
4/H1118/H1118/H1118/H1118Wuhan Y eying
Technology Co., Ltd.
(ʮ
̡)
Marketing intelligence
services
January 20, 2015, PRC
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No. Company Principal business activities
Date and jurisdiction
of establishment
5/H1118/H1118/H1118/H1118Enyike (Beijing) Data
Technology Co., Ltd.
(߅(̏ԯ)߅
ʮ̡)
Marketing intelligence
services
January 14, 2016, PRC
6/H1118/H1118/H1118/H1118Shanghai Jingshu
Information
Technology Co., Ltd.
(ҦϞ
ʮ̡)
Marketing intelligence
services
February 26, 2016, PRC
7/H1118/H1118/H1118/H1118Xi’an Data Rujing
Information
Technology Co., Ltd.
(߅ࢹڦږ
ʮ̡)
Marketing intelligence
services
January 27, 2019, PRC
8/H1118/H1118/H1118/H1118Beijing Miaozhen
Artificial Intelligence
Technology Co., Ltd.
(߅
ʮ̡)
Marketing intelligence
services
June 22, 2020, PRC
9/H1118/H1118/H1118/H1118Miaozhen Information
Technology (Ziyang)
Co., Ltd. (Ҧ
ஔ(༟ජ)ʮ̡)
Marketing intelligence
services
March 7, 2023, PRC
10 /H1118/H1118/H1118Shanghai Liannuo
Information
Technology Co., Ltd.
(ҦஔϞ
ʮ̡)
Operational intelligence
services
November 22, 2010,
PRC
11 /H1118/H1118/H1118Shanghai Mingqi
Internet Technology
Co., Ltd. (փၣ
ʮ̡)
Operational intelligence
services
December 9, 2019, PRC
12 /H1118/H1118/H1118Shanghai Mingsheng
Pinzhi Artificial
Intelligence
Technology Co., Ltd.
(౽ɛʈ౽
ʮ̡)
Operational intelligence
services
July 24, 2020, PRC
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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No. Company Principal business activities
Date and jurisdiction
of establishment
13 /H1118/H1118/H1118Beijing Mininglamp
Software System Co.,
Ltd. (ଫழ΁ӻ
ʮ̡)
Industry solutions April 3, 2014, PRC
14 /H1118/H1118/H1118Beijing Mininglamp
Zongheng Technology
Co., Ltd. (ଫᐽ
ʮ̡)
Industry solutions May 22, 2020, PRC
15 /H1118/H1118/H1118Mininglamp Technology
Group Limited (ଫ
ʮ̡)
Investment holding April 9, 2018, Hong
Kong
16 /H1118/H1118/H1118Zhuhai Hengqin
Mingtao Management
Consultancy Co., Ltd.
(ᗱ၍ଣፔ
ʮ̡)
Investment holding September 7, 2018,
PRC
17 /H1118/H1118/H1118Mininglamp Technology
(Ziyang) Group Co.,
Ltd. (Ҧ(༟ජ)
ʮ̡)
formerly known as
Mininglamp
Technology (Ziyang)
Co., Ltd. (Ҧ
(༟ජ)ʮ̡)
Investment holding February 17, 2023, PRC
ESTABLISHMENT AND DEVELOPMENT OF OUR GROUP
Establishment of Mininglamp Zhaohui
Mininglamp Zhaohui was established in the PRC on November 3, 2005 with an initial
registered capital of RMB1,000,000. As of October 18, 2006, the registered capital of
Mininglamp Zhaohui was held by Mr. Wu as to 30.00% and a number of initial shareholders
of Mininglamp Zhaohui as to the remaining 70.00%, respectively.
Establishment of our Company and Miaozhen Information Technology
To streamline our corporate structure, our Company, a business company under the laws
of the BVI, was incorporated on February 1, 2010. The share capital of the Company is
US$50,000 divided into 50,000 shares with a par value of US$1.00 each upon incorporation
and was subdivided into 50,000,000 shares with a par value of US$0.001 on March 10, 2010.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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As of March 12, 2010, the Company was owned by Market Pro Holdings Limited, a company
wholly owned by Mr. Wu as to 25.48% and the offshore affiliates of the shareholders of the
Mininglamp Zhaohui at the relevant time as to the remaining 74.52%, respectively.
Miaozhen Information Technology was established in the PRC on June 13, 2010, with an
initial registered capital of US$3,000,000 wholly owned by our Company.
In July 2010, Mininglamp Zhaohui and its registered shareholders at the relevant time
entered into certain contractual arrangements with Miaozhen Information Technology. Through
such contractual arrangement, our Group is able to exercise control over the operations of, and
enjoy the relevant economic benefits of Mininglamp Zhaohui. These contractual arrangements
were put in place to enable offshore foreign investors to invest in the Company (which would
control and consolidate the operations of Mininglamp Zhaohui and its subsidiaries through the
contractual arrangements structure) in a more efficient and timely manner.
For subsequent shareholding changes of our Company as part of the Pre-IPO Investments,
see the sub-section headed “—Pre-IPO Investments” in this section.
Our Company was subsequently registered by way of continuation in the Cayman Islands
on January 15, 2019 as an exempted company with limited liability under the laws of the
Cayman Islands. On May 16, 2025, our company name registered with the Registry of
Companies in the Cayman Islands was changed from “Leading Smart Holdings Limited ි౽
ʮ̡” to “Mininglamp TechnologyҦ.”
Establishment of Mininglamp Software
Mininglamp Software was established in the PRC on April 3, 2014 with an initial
registered capital of RMB12,000,000 which was held by Mr. Wu as to 57.00% and a number
of initial shareholders of Mininglamp Software as to the remaining 43.00%, respectively.
In May 2019, Mininglamp Software and its registered shareholders at the relevant time
entered into certain contractual arrangements with Miaozhen Information Technology, pursuant
to which our Group is able to exercise control over the operations of, and enjoy the relevant
economic benefits of Mininglamp Software; and corresponding Shares were issued to the
registered shareholders of Mininglamp Software (and/or its offshore affiliates) at the relevant
time. These contractual arrangements were put in place to enable the Company to control and
consolidate the operations of Mininglamp Software and its subsidiaries in a more efficient and
timely manner, which in turn would allow the Company to attract further offshore investment
funding.
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Control over Mingsheng Pinzhi
The Company, through Shanghai Mininglamp, established Mingsheng Pinzhi as a joint
venture with majority equity interest, over which the Group did not have board control prior
to May 2022. In order to deepen AI product and solution integration in the food and beverage
industry, on May 30, 2022, the Group obtained control over Mingsheng Pinzhi’s board of
directors (including management and policy making), and as a result, Mingsheng Pinzhi
became recognized under relevant accounting treatment as a subsidiary of the Group and its
financials became fully consolidated into that of the Group. Mingsheng Pinzhi focuses on
gathering data insight from offline sources (such as consumer offline behavior, floor behavior,
physical equipment operation, and inventory analysis), which are analyzed through the Group’s
AI technology to provide valuable business insight and analysis on how to further streamline
offline operations efficiency. For more information, see the section headed
“Business—Operational Intelligence” for the business segment in which Mingsheng Pinzhi
operates, and Note 37 to the Accountants’ Report in “Appendix I” for further financial
information on the change in control.
Acquisition of Wuhan Y eying
In March 2021, the Company, through Mininglamp Software, acquired a 61.77% equity
interest in Wuhan Y eying for a total cash consideration (including contribution to registered
capital) of approximately RMB185.8 million, as part of a strategic decision to expand the
Group’s business in data-driven and IT solution services. Following the acquisition, Wuhan
Y eying became a subsidiary of the Group and its financials were consolidated into the accounts
of the Company. The consideration was based on arm’s length negotiations between the Group
and the selling shareholders. Wuhan Y eying operates marketing intelligence services (in
particular, private domain tools based on the Tencent Ecosystem). For more information, see
the section headed “Business—Marketing Intelligence” for the business segment in which
Wuhan Y eying operates. As at the Latest Practicable Date, the Company controls 88.67% of the
equity interest of Wuhan Y eying.
MAJOR ACQUISITIONS, DISPOSALS AND MERGERS
During the Track Record Period and until the Latest Practicable Date, we did not conduct
any major acquisitions, disposals, or mergers.
REORGANIZATION
In preparation for the Listing, we underwent a reorganization of our corporate structure
(the “ Reorganization ”).
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Corporate structure prior to the commencement of the Reorganization
The following chart sets forth the simplified corporate structure of our Group immediately prior to the commencement of the Reorganization:
Company
(Cayman Islands)
Mr. Wu(1)
Miaozhen Information
Technology Co., Ltd.
Beijing Mininglamp
Software System
Co., Ltd.
Mininglamp Technology
Group Limited
(Hong Kong)
Mininglamp
Technology
(Ziyang) Co., Ltd.
Offshore
Onshore
Contractual
Arrangements
Contractual
Arrangements
12.23% 22.36%
100%
100% 100%
8.98% 4.98% 4.77% 46.68%
Tencent(2) HongShan(3) Temasek(4) Huasheng(5)
Other Pre-IPO
Investors and
Shareholders(6)
Beijing Mininglamp
Zongheng
Technology Co., Ltd.
Wuhan Yeying
Technology Co., Ltd.
Shanghai Mininglamp
Artificial Intelligence
(Group) Co., Ltd.
Shanghai Liannuo
Information
Technology Co., Ltd.(7)
Shanghai Mingqi
Internet Technology
Co., Ltd.(8)
Shanghai Mingsheng Pinzhi
Artificial Intelligence
Technology Co., Ltd.(9)
Zhuhai Hengqin
Mingtao Management
Consultancy Co., Ltd.
100%100% 54.77% 100%
54.00%66.5%60%
Beijing Mininglamp
Zhaohui Technology
Co., Ltd.
Miaozhen Information
Technology (Ziyang)
Co., Ltd.
Beijing Miaozhen
Artificial Intelligence
Technology Co., Ltd.
Shanghai Miaozhen
Internet Technology
Co., Ltd.
Enyike (Beijing)
Data Technology
Co., Ltd.
Shanghai Jingshu
Information
Technology Co., Ltd.
Xi'an Data Rujing
Information
Technology Co., Ltd.(10)
100% 100%
100% 100%
100% 70%
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Notes:
(1) Mr. Wu held its Shares through Market Pro Holding Limited, which was wholly owned by Mr. Wu, at the relevant time.
(2) Tencent refers to Image Frame Investment (HK) Limited, Grace Gate Holding Limited and Master Power Holding Limited. Image Frame Investment (HK) L imited is a wholly
owned subsidiary of Tencent Holdings Limited. Grace Gate Holding Limited is a wholly-owned subsidiary of TPP Follow-on Fund I, L.P . whose general par tner is TPP Follow-on
GP I, Ltd., which is ultimately controlled by Tencent Holding Limited. Master Power Holding Limited is a wholly-owned subsidiary of TPP Opportunity F und I, L.P . whose
general partner is TPP Opportunity GP I, Ltd., which is ultimately controlled by Tencent Holding Limited.
(3) HongShan refers to Shanghai Y ulian Investment Center (Limited Partnership) ( ɪऎʚஹҳ༟ʕː(Υྫ)), which is ultimately controlled by Mr. Zhou Kui, an independent
third party.
(4) Temasek refers to Dahlia Investments Pte. Ltd., which is an indirect wholly-owned subsidiary of Temasek Holdings (Private) Limited, an independ ent third party.
(5) Huasheng refers to Shanghai Huasheng Lingfei Equity Investment Partnership (Limited Partnership)* (ᛆҳ༟ΥྫΆุ(Υྫ)), of which the general partner
is Shanghai Huasheng Xinhang Investment Management Center (Limited Partnership)* (ᛆҳ༟၍ଣʕː(Υྫ)), which is ultimately controlled by China
Renaissance Holdings Limited.
(6) Other shareholders are our other ordinary shares shareholders and other Pre-IPO Investors. For further details related to our Pre-IPO Investors , see also “—Pre-IPO
Investments—Information on the Pre-IPO Investors” in this section.
(7) The remaining 40% equity interest in Shanghai Liannuo Information Technology Co., Ltd. is held by Wang Kaixuan ( ˮ௱ૅ), Li Jie (؏Yin Wenshu (ࣣBao Shunjun
(ࠏZhang Xuqi ( ੵϛຩ), each an employee of our Group, as to 11.16%, 8.28%, 8.28%. 8.28% and 4.00%, respectively.
(8) The remaining 33.5% equity interest in Shanghai Mingqi Internet Technology Co., Ltd. is held by Shanghai Y angsheng Intelligent Technology Partn ership (Limited Partnership)
(ҦΥྫΆุ(Υྫ)), in which Mr. Zhang Gang (࡝is the general partner and holds 72.00% of the equity interest therein; and Mr. Chen Fahuan ( ௓೯
๰) holds the remaining 28.00% of the equity interest as a limited partner. Mr. Zhang Gang is an employee of our Group and Mr. Chen Fahuan is an independent t hird party.
(9) The remaining 46.0% equity interest in Shanghai Mingsheng Pinzhi Artificial Intelligence Technology is held by Huansheng Information Technolo gy (Shanghai) Co., Ltd. and
Shanghai Mingsheng Pinzhiling Enterprise Management Center (Limited Partnership), an employee shareholding platform, as to 36.0% and 10.0%, resp ectively.
(10) The remaining 30% equity interest in Xi’an Data Rujing Information Technology Co., Ltd. is held by Ningbo Data Rujin Enterprise Management Partn ership (Limited
Partnership) (Άุ၍ଣΥྫΆุ(Υྫ))), in which Mr. Y an Zhao ( ₢⭦), a shareholder of our Company, is the general partner and holds 76.67% of the equity
interest therein, but is otherwise not related to any of the other limited partners.
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(i) Unwinding of the contractual arrangement of Mininglamp Zhaohui
On January 22, 2024, the registered shareholders of Mininglamp Zhaohui transferred the
entire registered capital of Mininglamp Zhaohui to Ziyang Mininglamp and the contractual
arrangements in relation to Mininglamp Zhaohui were terminated accordingly. The relevant
consideration in relation to such transfers were settled on November 1, 2024
(ii) Reorganization of Shanghai Mininglamp
On January 23, 2024, the registered shareholders of Shanghai Mininglamp transferred the
entire registered capital of Shanghai Mininglamp to Ziyang Mininglamp. After completion of
the above transfers, Shanghai Mininglamp became a wholly-owned subsidiary of Ziyang
Mininglamp. The relevant consideration in relation to such transfers were settled on November
6, 2024.
(iii) Unwinding of the contractual arrangement of Mininglamp Software
On May 24, 2024, the registered shareholder of Mininglamp Software transferred 99.92%
of the registered capital of Mininglamp Software to Ziyang Mininglamp and the contractual
arrangements in relation to Mininglamp Software were terminated accordingly. The relevant
consideration in relation to such transfers were settled on November 4, 2024
As the Group’s main business is in providing data intelligence products and services,
based on the Special Administrative Measures for Foreign Investment Access (Negative List)
(2024 V ersion) (݄(૶ఊ)(2024و)), the Industry Catalog
for Encouraging Foreign Investment (2024 V ersion) (ኬͦ፽(2024 ϋ͉)),
and the Negative List for Market Access (2025 V ersion) (૶ఊ(2025و)),
and as advised by the PRC Legal Advisor, the Group’s business is not subject to foreign
investment restrictions. Accordingly, the Group unwound its contractual arrangements
structure in relation to Mininglamp Zhaohui and Mininglamp Software in preparation for the
Listing and to comply with applicable regulations of the Stock Exchange.
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The following chart sets forth the simplified corporate structure of our Group after
completion of the Reorganization:
Shareholders of
the Company
Ziyang Mininglamp
Mininglamp
Software(1)
Shanghai
Mininglamp Mininglamp Zhaohui
Offshore
Onshore 100%
100% 100%99.92%
Company
Note: The remaining 0.08% equity interest in Beijing Mininglamp Software System Co., Ltd. is held by Shao Wenhai
(˖ऎ), an independent third party.
Compliance with PRC laws
Our PRC Legal Advisor confirmed that, save as otherwise disclosed in this document, (i)
all necessary regulatory approvals, permits and licenses required under PRC laws in relation
to the Reorganization have been obtained in all material respects; and (ii) all share transfers
and changes in registered capital as part of the Reorganization has complied with all applicable
PRC laws in all material respects.
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PRE-IPO INVESTMENTS
Overview
We carried out a few rounds of Pre-IPO equity financings. The table below shows
summarizes the principal terms of the Pre-IPO Investments:
Principal Terms of the Pre-IPO Investments
Date of investment
agreements
Date on
which investment
was fully settled
Approximate
amount raised
Approximate
pre-money valuation
Approximate
post-money valuation Series (1) Cost per share
Discount/
(Premium) to the
Offer Price (2)
July 16, 2010 /H1118/H1118/H1118July 16, 2010 US$4,650,000 US$12,070,517 US$18,472,589 A-2 US$1.1757 93.50%
October 14, 2011 /H1118November 1,
2011
US$1,224,490 US$30,513,475 US$31,136,200 A-3 US$1.2169 93.27%
October 14, 2011 /H1118October 19, 2011 US$9,773,871 US$31,329,712 US$49,999,071 A-4 US$1.9940 88.97%
April 2, 2013 /H1118/H1118/H1118April 23, 2013 US$10,000,000 US$80,001,278 US$90,001,437 A-5 US$3.1267 82.70%
December 29,
2014 /H1118/H1118/H1118/H1118/H1118/H1118
January 16, 2015 N/A (3) US$135,000,717 US$135,000,717 B-1 US$4.6900 74.05%
August 20, 2015 /H1118November 11,
2015
US$13,000,000 US$231,401,015 US$260,001,132 B-5 US$8.0390 55.53%
March 30, 2017 /H1118/H1118May 5, 2017 US$25,000,000 US$448,000,000 US$763,849,687 C-2 US$12.3676 31.58%
March 21, 2018 /H1118/H1118April 20, 2018 N/A (4) US$448,000,000 US$763,849,687 A-1 US$0.3951 97.81%
March 21, 2018 /H1118/H1118April 20, 2018 N/A (4) US$448,000,000 US$763,849,687 A-3 US$1.2169 93.27%
March 21, 2018 /H1118/H1118April 20, 2018 N/A (4) US$448,000,000 US$763,849,687 A-6 US$3.1551 82.55%
January 1, 2018 /H1118/H1118April 25, 2018 N/A (4) US$668,555,465 US$763,849,687 C-1 US$10.8200 40.14%
March 22, 2019 /H1118/H1118May 31, 2019 N/A (4) US$818,127,267 US$1,336,393,785 B-2 US$4.8121 73.38%
March 22, 2019 /H1118/H1118May 31, 2019 N/A (4) US$818,127,267 US$1,336,393,785 B-3 US$6.7392 62.72%
March 22, 2019 /H1118/H1118May 31, 2019 N/A (4) US$818,127,267 US$1,336,393,785 B-4 US$6.7392 62.72%
March 22, 2019 /H1118/H1118May 31, 2019 N/A (4) US$818,127,267 US$1,336,393,785 C-3 US$13.3032 26.40%
March 22, 2019 /H1118/H1118May 31, 2019 N/A (4) US$818,127,267 US$1,336,393,785 C-4 US$14.7813 18.23%
March 22, 2019 /H1118/H1118May 31, 2019 N/A (4) US$818,127,267 US$1,336,393,785 C-5 US$10.4332 42.28%
March 22, 2019 /H1118/H1118May 31, 2019 US$361,649 US$1,154,234,663 US$1,183,472,049 C-6 US$11.4359 36.73%
March 22, 2019 /H1118/H1118May 31, 2019 US$5,471,557 US$1,270,506,957 US$1,302,689,584 C-7 US$12.5879 30.36%
March 22, 2019 /H1118/H1118May 31, 2019 US$39,226,066 US$1,894,007,043 US$1,941,983,263 D-1 US$18.7654 (3.81%)
July 31, 2019 /H1118/H1118/H1118August 7, 2019 N/A (3) US$1,370,246,187 US$1,435,025,557 C-8 US$13.2407 26.75%
July 31, 2019 /H1118/H1118/H1118August 7, 2019 US$48,300,694 US$2,254,991,383 US$2,361,597,716 D-2 US$21.7900 (20.55%)
February 24,
2020 /H1118/H1118/H1118/H1118/H1118/H1118
March 2, 2020 N/A (3) US$1,474,031,478 US$1,646,213,591 C-9 US$13.6006 24.76%
February 24,
2020 /H1118/H1118/H1118/H1118/H1118/H1118
March 2, 2020 US$209,922,616 US$2,361,597,716 US$2,637,456,741 E-1 US$21.7900 (20.55%)
September 18,
2020 /H1118/H1118/H1118/H1118/H1118/H1118
September 24,
2020
N/A(3) US$1,602,651,375 US$1,611,992,636 C-8 US$13.2407 26.75%
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Date of investment
agreements
Date on
which investment
was fully settled
Approximate
amount raised
Approximate
pre-money valuation
Approximate
post-money valuation Series (1) Cost per share
Discount/
(Premium) to the
Offer Price (2)
September 18,
2020 /H1118/H1118/H1118/H1118/H1118/H1118
September 24,
2020
US$16,910,386 US$2,901,262,935 US$2,918,173,321 E-2 US$23.9695 (32.60%)
November 20,
2020 /H1118/H1118/H1118/H1118/H1118/H1118
December 4,
2020
N/A(3) US$1,611,992,636 US$1,685,153,224 C-8 US$13.2407 26.75%
November 20,
2020 /H1118/H1118/H1118/H1118/H1118/H1118
December 4,
2020
US$132,441,800 US$2,918,173,321 US$3,050,615,163 E-2 US$23.9695 (32.60%)
November 22,
2023 /H1118/H1118/H1118/H1118/H1118/H1118
October 25, 2024 US$30,000,000 US$500,000,000 US$541,749,167 F-1 US$3.9286 78.27%
December 25,
2023 /H1118/H1118/H1118/H1118/H1118/H1118
October 25, 2024 US$50,872,788 US$750,000,000 US$816,371,788 F-2 US$5.4388 69.91%
January 25, 2024 /H1118March 1, 2024 US$29,931,501 US$1,500,000,000 US$1,665,809,904 F-3 US$10.8775 39.82%
Notes:
(1) The series number of Preferred Shares had been re-allocated subsequently so it may not follow the chronologic
order in accordance with the date of the respective investment agreements.
(2) The discount to the Offer Price is calculated based on the Offer Price of HK$141.00 per Share.
(3) The relevant Pre-IPO Investment involves transfer of existing Pre-IPO Preferred Shares among the relevant
Pre-IPO Investors and/or repurchase of existing Pre-IPO Preferred Shares and issuance of new Pre-IPO
Preferred Shares by the Company to the relevant Pre-IPO Investors. As such, no proceeds were raised from
these Pre-IPO Investments.
(4) These represent consideration shares issued to the relevant shareholders of the entities which were
subsequently acquired by the Group. As such, no proceeds were raised from these Pre-IPO Investments.
Basis of consideration /H1118/H1118/H1118/H1118/H1118/H1118/H1118The basis of consideration of the Pre-IPO Investments was
determined based on arm’s length negotiations with the
relevant parties, based on the valuation of our Group at the
time of the investment, taking into account the timing of
the investment, the then valuation when the respective
investment agreements were entered into, the then status of
the businesses carried out by our Group, the
outlook/growth potential and financial performance of our
Group, and the industry in which we operate.
Use of proceeds from the
Pre-IPO Investments /H1118/H1118/H1118/H1118/H1118/H1118
We utilized the proceeds from the Pre-IPO Investments for
the development, expansion and operation of our Group’s
business. As of the Latest Practicable Date, we have
utilized 94.48% of the proceeds from the Pre-IPO
Investments.
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Strategic benefits of the
Pre-IPO Investments /H1118/H1118/H1118/H1118/H1118/H1118
At the time of the Pre-IPO Investments, our Directors were
of the view that in addition to providing additional capital
for our Group’s continued growth, our Group could also
benefit from the knowledge and experience of our Pre-IPO
Investors. Moreover, our Directors were of the view that
our Group could benefit from the Pre-IPO Investments as
the Pre-IPO Investors’ investments demonstrated their
confidence in the operations of our Group and served as an
endorsement of our Company’s performance, strengths and
prospects.
Special rights of the Pre-IPO Investors
Certain special rights were granted to our Pre-IPO Investors under the relevant
shareholders agreements, such as pre-emptive rights, redemption rights, conversion rights
(Note) ,
liquidation preferences, right to appoint directors, and rights of first refusal. The redemption
rights granted to the Pre-IPO Investors were suspended immediately prior to the first
submission of the listing application by our Company to the Stock Exchange for the purpose
of the Global Offering in accordance with the guidance in Chapter 4.2 of the Guide for New
Listing Applicants, provided that such rights shall resume to be exercisable if the Listing does
not take place. All the other special rights shall be automatically terminated upon the
completion of the Global Offering. Additionally, each holder of Preferred Shares has an
anti-dilution right to subscribe for Offer Shares at the Offer Price up to such amount so as to
maintain their shareholding percentage in our Company immediately before the Global
Offering; as at the date of this document, none of the holders of Preferred Shares will
participate in the Global Offering pursuant to this anti-dilution right. For more information on
our existing Shareholders participating in the Global Offering, see “Waivers and Exemption”
and “Cornerstone Investors.”
All shares of our Company held by Mine Mine International Limited will be converted
into Class B Shares and all other shares of our Company will be converted into Class A Shares
immediately prior to the completion of the Global Offering, at which time our share capital will
comprise two classes of shares (i.e. Class A Shares and Class B Shares). See “Share
Capital—Weighted V oting Rights Structure” for details of the rights attached to the Class A
Shares and Class B Shares.
Note: Each Preferred Share shall be converted into Class A Share at the then effective conversion price applicable
to each series of Preferred Shares immediately prior to the completion of the Global Offering.
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WVR Structure Upon Listing
We will adopt a WVR structure upon Listing, whereby Mr. Wu, our Founder, Chairman
of the Board, executive Director and Chief Executive Officer, through his controlled
corporation, Mine Mine International Limited, will hold Class B Shares, which is entitled to
10 voting rights per share; while other Shareholders will hold Class A Shares, which is entitled
to 1 voting right per share. To encourage greater Shareholder participation at general meetings
and to enhance the effective voting weight of other Shareholders at general meetings, Mr. Wu
has offered to uphold the V oluntary WVR V oting Restriction, pursuant to which, for the first
4 years after Listing, Mr. Wu (through the WVR shareholder) will vote his Class B Shares up
to an amount equal to 30% of the total voting rights of the Company (excluding treasury
shares) at the time of the general meeting on any resolution proposed at the general meeting
of the Company (other than the Reserved Matters, which shall be voted on a one share one vote
basis). The WVR structure and the V oluntary WVR V oting Restriction are reflected in our
Articles of Association, which takes effect upon Listing. For more information, see “Share
Capital — Weighed V oting Rights Structure.”
Lock Up
All the principal Pre-IPO Investors that are sophisticated investors will retain at least an
aggregate of 50% of their investment at the time of Listing for a period of at least six months
following the Listing, in accordance with the guidance in Chapter 2.2 of the Guide for New
Listing Applicants. These sophisticated investors are (a) Image Frame Investment (HK)
Limited, Grace Gate Holding Limited and Master Power Holding Limited (each a subsidiary
of Tencent Holdings Limited (Stock code: HKEX: 00700 (HKD Counter) and 80700 (RMB
Counter)); (b) Shanghai Y ulian Investment Center (Limited Partnership) ( ɪऎʚஹҳ༟ʕː
(Υྫ)); and (c) Dahlia Investments Pte. Ltd.. For more information on shareholder’s
lock-up upon Listing, see “Underwriting — Underwriting Arrangements and Expenses — Hong
Kong Public Offering — Undertakings by our Shareholders as of the date of this Prospectus
pursuant to Lock-up Undertakings” and “Cornerstone Investors.”
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Public float
Upon the completion of the Global Offering (assuming the Assumptions), the Shares held
by certain of our Shareholders who are, or are indirectly controlled by, our core connected
persons, and iTop Limited (an employee shareholding platform of the Group), will not be
counted towards the public float. Details of these Shareholders and their controllers are set out
below:
 Mine Mine International Limited, is owned as to (i) 97% by Equation Holding
Limited, the holding vehicle wholly-owned by Equation Trust, a family trust
established by Mr. Wu as the settlor and protector, Vistra Trust (Singapore) Pte.
Limited as the trustee, and Market Pro Holdings Limited (a wholly-owned company
of Mr. Wu) as the sole beneficiary; and (ii) 3% by Market Pro Holdings Limited; this
Shareholder will control approximately 10.28% of the total issued Shares
immediately upon Listing (subject to the Assumptions);
 Zhuhai Hengqin Minglue Wanxiang Equity Investment Enterprise (Limited
Partnership), in which Mr. Wu is the general partner, and the limited partners of
which are Mr. Dongsheng Fu (as to 99.54%) and Mr. Wu (as to 0.46%) (Mr.
Dongsheng Fu is a passive investor in the Shareholder and has no relationship with
Mr. Wu); this Shareholder will control approximately 0.30% of the total issued
Shares immediately upon Listing (subject to the Assumptions); Mr. Dongsheng Fu
is an Independent Third Party;
 iTop Limited, in which Mr. Wu is the sole director, and which is ultimately owned
by a trust in which Vistra Trust (Hong Kong) Limited is the trustee and the Company
is the settlor; this Shareholder will control approximately 1.08% of the total issued
Shares immediately upon Listing (subject to the Assumptions); the voting rights
attached to the Class A Shares held by iTop Limited are ultimately controlled by the
trustee in accordance with the instructions of the Company (which in turn will act
in accordance with the instructions of the 91 option grantees who are the ultimate
beneficiaries of the shares held by iTop Limited);
 Ling Ying Foundation, an entity in which Mr. Y unan Ren and his family control its
board of director; this Shareholder will control approximately 0.55% of the total
issued Shares immediately upon Listing (subject to the Assumptions); and
 Image Frame Investment (HK) Limited, Grace Gate Holding Limited and Master
Power Holding Limited, where (i) Image Frame Investment (HK) Limited is a
wholly owned subsidiary of Tencent Holdings Limited; (ii) Grace Gate Holding
Limited is a wholly-owned subsidiary of TPP Follow-on Fund I, L.P . whose general
partner is TPP Follow-on GP I, Ltd., which is ultimately controlled by Tencent
Holding Limited; and (iii) Master Power Holding Limited is a wholly-owned
subsidiary of TPP Opportunity Fund I, L.P . whose general partner is TPP
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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--- page 202 ---
Opportunity GP I, Ltd., which is ultimately controlled by Tencent Holding Limited;
these Shareholders will collectively control approximately 25.96% of the total
issued Shares immediately upon Listing (subject to the Assumptions) and without
taking into account the indicative allocations set out in “Cornerstone Investors”.
Based on the Offer Price, our expected market capitalization of Class A Shares upon
Listing (subject to the Assumptions) is expected to be approximately HK$18.27 billion. As
such, the minimum prescribed public float percentage applicable to the Company pursuant to
Rule 8.08(1) of the Listing Rules is 15% of the total issued Class A Shares (being the higher
of: (x) the percentage that would result in the expected market value of Class A Shares held
by the public to be HK$1.5 billion (i.e., 8.21% in the case of the Company upon Listing), and
(y) 15%).
The 40,270,628 Class A Shares held by the shareholders listed above will not count
towards public float, which represent approximately 31.09% of the total issued Class A Shares
immediately upon completion of the Global Offering (subject to the Assumptions). To the best
knowledge of our Directors, save as disclosed above, none of our other Shareholders (including
the Pre-IPO Investors): (i) is a core connected person of the Company; (ii) has been financed
directly or indirectly by a core connected person of the Company; or (iii) is accustomed to take
instructions from a core connected person of the Company in relation to the acquisition,
disposal, voting or other disposition of the Shares registered in its name or otherwise held by
it. Accordingly, 89,272,242 Class A Shares (without taking into account the indicative
allocation to Huang River Investment Limited, an associate of Tencent Holdings Limited, as set
out in “Cornerstone Investors”), representing approximately 68.91% of the total issued Class
A Shares immediately upon completion of the Global Offering (subject to the Assumptions),
will be counted towards public float (without taking into account the indicative allocation to
Huang River Investment Limited, an associate of Tencent Holdings Limited, as set out in
“Cornerstone Investors”), which is in compliance with the requirement under Rule 8.08(1) of
the Listing Rules.
Free Float
Rule 8.08A of the Listing Rules requires 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 (i)
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 (ii) have an expected market value at the time of
listing of not less than HK$600,000,000.
Based on the Offer Price of HK$141.00 and subject to the Assumptions, upon completion
of the Global Offering, it is expected that 4,517,815 Class A Shares, with an expected market
value at the time of listing of approximately HK $637.0 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.
Compliance with Pre-IPO Investment Guidance
On the basis that (i) the consideration for the Pre-IPO Investments was settled more than
28 clear days before the first submission of the listing application by our Company to the Stock
Exchange for the purpose of the Global Offering and (ii) special rights granted to the Pre-IPO
Investors in respect of our Company will be suspended upon filing of a listing application
and/or will be terminated upon Listing, the Sole Sponsor has confirmed that the Pre-IPO
Investments are in compliance with Chapter 4.2 of the Guide for New Listing Applicants.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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Information on the Pre-IPO Investors
Set out below is a description of our principal Pre-IPO Investors that have made
meaningful investments in our Company (each holding more than 1.00% of our total issued and
outstanding Shares immediately prior to the Global Offering).
Tencent
Image Frame Investment (HK) Limited is a company incorporated under the laws of Hong
Kong. Each of Grace Gate Holding Limited and Master Power Holding Limited is an exempted
company incorporated in the Cayman Islands with limited liability. Image Frame Investment
(HK) Limited is a wholly owned subsidiary of Tencent Holdings Limited, a company listed on
the Main Board of the Stock Exchange (Stock codes: HKEX: 00700 (HKD Counter) and 80700
(RMB Counter), “ Tencent ”). Grace Gate Holding Limited is a wholly-owned subsidiary of
TPP Follow-on Fund I, L.P . whose general partner is TPP Follow-on GP I, Ltd., which is
ultimately controlled by Tencent. Master Power Holding Limited is a wholly-owned subsidiary
of TPP Opportunity Fund I, L.P . whose general partner is TPP Opportunity GP I, Ltd., which
is ultimately controlled by Tencent. As of the Latest Practicable Date, Image Frame Investment
(HK) Limited, Grace Gate Holding Limited and Master Power Holding Limited collectively
hold approximately 26.96% of the total issued and outstanding shares of our Company. As
Tencent will control more than 10% of the total voting rights of the Company after Listing,
each of Tencent, and the three Shareholders controlled by Tencent, will be connected persons
of the Company upon Listing.
Gold Endeavor and Hangjing Fund
Each of Gold Endeavor Bolai Fund (Shenzhen), L.P .* (௹Ըҳ༟ΥྫΆุ(ࠢ
Υྫ)) (“ Gold Endeavor Bolai ”), Gold Endeavor Erqi Fund (Shenzhen), L.P .* (ɚಂ
ҳ༟ΥྫΆุ(Υྫ)) (“ Gold Endeavor Erqi ”) and Ziyang Mingtuo Equity Investment
Fund Partnership, L.P .* (ΥྫΆุ(Υྫ)) (“ Ziyang Mingtuo ”) is
a limited partnership established under the laws of the PRC. Gold Endeavor Capital (HK)
Limited (༟͉ҳ༟(ಥ)ʮ̡)( “ Gold Endeavor HK ”) is a company incorporated
under the laws of Hong Kong.
The general partner of each of Gold Endeavor Bolai and Gold Endeavor Erqi is Beijing
Gold Endeavor Capital Investment Co., Ltd.* (ʮ̡)( “ Beijing Gold
Endeavor ”). Ziyang Mingtuo’s general partner is Ziyang Gold Endeavor Corporate
Management Co., Ltd.* (ʮ̡), which is owned as to 51.25% by Beijing
Gold Endeavor.
Gold Endeavor HK is ultimately controlled by Mr. Xiaoqiu Jin (߇Mr. Xiaoqiu Jin
is a former director of the Company over the Track Record Period.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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Beijing Gold Endeavor is owned as to 76.00% by Beijing Gold Endeavor Holding Group
Co., Ltd.* (ʮ̡), a wholly-owned entity of Beijing Ruiduo
Management Consultancy Co., Ltd.* (ʮ̡), which is owned as to
80.00% by Mr. Xiaoqiu Jin.
Shenzhen Hangjing Jinggong Equity Investment Fund Partnership (Limited Partnership)*
(ΥྫΆุ(Υྫ)) (“ Hangjing Fund ”) is a limited partnership
established in the PRC. Its general partner is Shenzhen Putai Investment Development Co.,
Ltd.* (ʮ̡), which is wholly-owned by A VIC Trust Co., Ltd.* ( ʕঘ
ʮ̡)( “A VIC Trust”). The sole limited partner of Hangjing Fund is A VIC Trust.
As of the Latest Practicable Date, Gold Endeavor Bolai, Gold Endeavor Erqi and
Hangjing Fund have entered into an agreement under which each of the entities agreed to act
in concert when exercising their rights in the capacity of a Shareholder. Gold Endeavor Bolai,
Gold Endeavor Erqi, Ziyang Mingtuo, Gold Endeavor HK and Hangjing Fund are collectively
referred to as “ Gold Endeavor and Hangjing Fund .” As of the Latest Practicable Date, Gold
Endeavor and Hangjing Fund collectively holds approximately 8.55% of the total issued and
outstanding shares of our Company. Since Mr. Xiaoqiu Jin is a former director of the Company
within 12 months of Listing, each of the Shareholders of Gold Endeavor and Hangjing Fund
will be a connected person of the Company upon Listing.
HongShan
Shanghai Y ulian Investment Center (Limited Partnership)* ( ɪऎʚஹҳ༟ʕː(Υ
ྫ)) (“ HongShan ”) is a limited partnership established in the PRC. Its general partner is
Shanghai Huanyuan Investment Management Co., Ltd.* (ʮ̡), which
is owned as to 97.00% by Mr. Zhou Kui ( մඃ). Its sole limited partner which holds 99.998%
of its economic interest is Beijing HongShan Mingde Equity Investment Center (Limited
Partnership)* (ᛆҳ༟ʕː(Υྫ)) (“ HongShan Mingde ”).
HongShan Mingde is a limited partnership established in the PRC. Beijing HongShan
Kunde Investment Management Center (Limited Partnership)* (ӄտᅃҳ༟၍ଣʕː
(Υྫ)) (“ HongShan Kunde ”), a limited partnership established in the PRC, is the general
partner of HongShan Mingde. HongShan Kunde is ultimately controlled by Mr. Zhou Kui ( մ
ඃ). HongShan Mingde has two limited partners and its largest limited partner is Beijing
HongShan Shengde Equity Investment Center (Limited Partnership)* (ӄସᅃҳ༟ʕː
(Υྫ)), holding approximately 60.74% of partnership interest in HongShan Mingde. To
the best knowledge of our Directors, each of Mr. Zhou Kui, HongShan Mingde’s general
partner and limited partners is an Independent Third Party.
As of the Latest Practicable Date, HongShan holds approximately 7.46% of the total
issued and outstanding shares of our Company.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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Temasek
Dahlia Investments Pte. Ltd. is an indirect wholly-owned subsidiary of Temasek Holdings
(Private) Limited (“ Temasek ”). Temasek is a global investment company headquartered in
Singapore, with a net portfolio value of S$389 billion (RMB2.08 trillion) as at March 31, 2024.
Marking its unlisted assets to market would provide S$31 billion (RMB166 billion) of value
uplift and bring its mark to market net portfolio value to S$420 billion (RMB2.25 trillion).
Temasek’s Purpose “So Every Generation Prospers” guides it to make a difference for today’s
and future generations. Operating on commercial principles, Temasek seeks to deliver
sustainable returns over the long term. It has 13 offices in 9 countries around the world:
Beijing, Hanoi, Mumbai, Shanghai, Shenzhen, and Singapore in Asia; and Brussels, London,
Mexico City, New Y ork, Paris, San Francisco, and Washington, DC outside Asia.
As of the Latest Practicable Date, Temasek holds approximately 4.14% of the total issued
and outstanding shares of our Company. To the best knowledge of our Directors, Dahlia
Investments Pte. Ltd. is an Independent Third Party.
Huasheng
Shanghai Huasheng Lingfei Equity Investment Partnership (Limited Partnership)* ( ɪऎ
ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Huasheng ”) is a limited partnership established in
the PRC. Its general partner is Shanghai Huasheng Xinhang Investment Management Center
(Limited Partnership)* (ᛆҳ༟၍ଣʕː(Υྫ)), which is ultimately
controlled by China Renaissance Holdings Limited, a company listed on the Main Board of the
Stock Exchange (Stock code: HKEX: 01911).
As of the Latest Practicable Date, Huasheng holds approximately 3.97% of the total
issued and outstanding shares of our Company. To the best knowledge of our Directors,
Huasheng is an Independent Third Party.
Starquest
Gomq (BVI) Limited (“ Starquest ”) is a business company incorporated under the laws
of the British Virgin Islands and is indirectly wholly owned by Shanghai Xingli Enterprise
Management Partnership (Limited Partnership)* (ᘧΆุ၍ଣΥྫΆุ(Υྫ))
(“Shanghai Xingli ”), a limited partnership established in the PRC. The general partner of
Shanghai Xingli is Starquest Private Equity Investment Fund Management (Shenzhen) Co.,
Ltd.* (၍ଣ(ଉέ)ʮ̡)( “ Starquest Capital ”), a limited liability
company incorporated in the PRC and its sole limited partner is Starquest Capital Investment
Fund (Shenzhen) Partnership (Limited Partnership)* (ږ(ଉέ)ΥྫΆ
ุ(Υྫ)), a private equity fund registered under the laws of PRC and managed by
Starquest Capital. Starquest Capital focuses on opportunities in healthcare, digital consumer,
intelligent manufacturing and technology in the new economy.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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--- page 206 ---
As of the Latest Practicable Date, Starquest holds approximately 3.51% of the total issued
and outstanding shares of our Company. To the best knowledge of our Directors, Starquest is
an Independent Third Party.
Primavera
PV Ace 1 Limited (“ Primavera ”) is a business company incorporated in British Virgin
Islands. As of the Latest Practicable Date, Primavera holds approximately 2.78% of the total
issued and outstanding shares of our Company. To the best knowledge of our Directors,
Primavera is an Independent Third Party.
Kuaishou
Cosmic Blue Investments Limited is a company incorporated in British Virgin Islands.
Cosmic Blue Investments Limited is a wholly owned subsidiary of Kuaishou Technology, a
company listed on the Main Board of the Stock Exchange (Stock codes: HKEX: 01024 (HKD
Counter) and 81024 (RMB Counter), “ Kuaishou ”). As of the Latest Practicable Date, Cosmic
Blue Investments Limited holds approximately 2.48% of the total issued and outstanding
shares of our Company. To the best knowledge of our Directors, Cosmic Blue Investments
Limited is an Independent Third Party.
Ruijia
Each of Shanghai Ruiji Huachang Enterprise Management Partnership (Limited
Partnership)* (Άุ၍ଣΥྫΆุ(Υྫ)) (“ Ruiji Huachang ”) and Tibet
Changyan Equity Investment Partnership (Limited Partnership)* (ᛆҳ༟ΥྫΆุ
(Υྫ)) (“ Tibet Changyan ”) is a limited partnership established in the PRC. The general
partner of each of Ruiji Huachang and Tibet Changyan is an entity controlled by Beijing Ruijia
Asset Management Co., Ltd.* (ʮ̡)( “ Ruijia AM ”), which is
ultimately controlled by Ms. Chen Ting ( ௓ణ).
Raymond Amc Holdings Limited (“ Raymond Amc ,” together with Ruiji Huachang and
Tibet Changyan, “ Ruijia ”) is a company incorporated in the British Virgin Islands, which is
ultimately controlled by an individual, who is a director of and holds more than 25%
shareholding in Ruijia AM.
As of the Latest Practicable Date, Ruijia collectively holds approximately 2.46% of the
total issued and outstanding shares of our Company. To the best knowledge of our Directors,
each of these Shareholders is an Independent Third Party.
GSR
GSR V entures III, L.P . (“ GSR”) is a private equity fund registered in the Cayman Islands.
GSR V entures III, L.P . is controlled by its ultimate general partner, GSR Partners III, Ltd., a
Cayman Islands exempted company, the controlling shareholders of which are Richard Lim and
Jian Ding. As of the Latest Practicable Date, GSR holds approximately 2.32% of the total
issued and outstanding shares of our Company. To the best knowledge of our Directors, GSR
is an Independent Third Party.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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Hundreds Capital
The general partner of Hundreds ANTA Fund Limited Partnership, Hundreds Golden
Vision Fund L.P . and Hundreds Six Fund Limited Partnership is Hundreds Capital, an
exempted company incorporated under the laws of the Cayman Islands, which is ultimately
owned by a trust for the benefit of Hundreds Capital’s investors, the trustee of which is Vistra
Trust (Singapore) Pte. Limited. Founded in 2016, Hundreds Capital’s investment portfolio
spans emerging sectors such as semiconductors, artificial intelligence, consumption and retail,
TMT and advanced manufacturing. Hundreds Capital dedicated to leveraging capital and
expertise to support the growth of portfolio companies and maximizing returns for investors.
As at the Latest Practicable Date, Hundreds Capital collectively holds approximately
2.11% of the total issued and outstanding shares of our Company. To the best knowledge of our
Directors, each of these Shareholders is an Independent Third Party.
Cavendish Square Holdings B.V .
Cavendish Square Holding B.V . is a private limited company, registered in the
Netherlands, and an indirect wholly-owned subsidiary of WPP plc. WPP’s shares are listed on
the London Stock Exchange and the New Y ork Stock Exchange. WPP is a world leader in
marketing services, with deep AI, data and technology capabilities, global presence and
unrivalled creative talent. In the year ending December 31, 2024, WPP had 108,000 employees
in over 100 countries and recorded revenues of £14.7 billion. As of the Latest Practicable Date,
Cavendish Square Holdings B.V . holds 1.28% of the total issued and outstanding shares of our
Company. To the best knowledge of our Directors, Cavendish Square Holdings B.V . is an
Independent Third Party.
KPCB China Fund II, L.P .
KPCB China Fund II, L.P . (“ China II ”) is a venture capital fund registered as an
exempted limited partnership in the Cayman Islands, and is controlled by KPCB China
Associates II, L.P ., its general partner. The general partner of KPCB China Associates II, L.P .
is KPCB China Holdings II, Ltd. KPCB China Holdings II, Ltd. is ultimately wholly owned by
Kleiner Perkins Caufield & Byers, LLC (“ Kleiner Perkins ”), a venture capital firm registered
in Delaware, United States. The management company of China II is KPCB China
Management II, Ltd.. KPCB China Management II, Ltd. is ultimately wholly owned by Kleiner
Perkins. Kleiner Perkins specializes in investing in incubation, early-stage, and growth-stage
companies with bold ideas that span industries and continents. As of the Latest Practicable
Date, KPCB China Fund II, L.P . holds 1.81% of the total issued and outstanding shares of our
Company. To the best knowledge of our Directors, KPCB China Fund II, L.P . is an Independent
Third Party.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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--- page 208 ---
CAPITALIZATION OF OUR COMPANY
The following table sets out the shareholding structure of our Company as of the Latest Practicable Date and immediately upon the completion
of the Global Offering (assuming the Assumptions).
Shareholders
Ordinary
Shares
Series A-1
Preferred
Shares
Series A-2
Preferred
Shares
Series A-3
Preferred
Shares
Series A-4
Preferred
Shares
Series A-5
Preferred
Shares
Series A-6
Preferred
Shares
Series B-1
Preferred
Shares
Series B-2
Preferred
Shares
Series B-3
Preferred
Shares
Series B-4
Preferred
Shares
Series B-5
Preferred
Shares
Series C-1
Preferred
Shares
Series C-2
Preferred
Shares
Series C-3
Preferred
Shares
Series C-4
Preferred
Shares
Series C-5
Preferred
Shares
Series C-6
Preferred
Shares
Series C-7
Preferred
Shares
Series C-8
Preferred
Shares
Series C-9
Preferred
Shares
Series D-1
Preferred
Shares
Series D-2
Preferred
Shares
Series E-1
Preferred
Shares
Series E-2
Preferred
Shares
Series F-1
Preferred
Shares
Series F-2
Preferred
Shares
Series F-3
Preferred
Shares Subtotal
Shareholding
percentage as
of the Latest
Practicable
Date
Shareholding
upon
completion of
the Global
Offering (1)
Shareholding
percentage
upon
completion of
the Global
Offering (1)
Mine Mine International Limited /H1118/H1118/H111813,318,608 – – – –––––––––––––––––––––– 1,011,252 505,631 14,835,491 11.32% 14,835,491 10.28%
Aplus Alliance Group Limited /H1118/H1118/H1118/H1118/H11182,778,299 – – – –––––––––––––––––––––––– 2,778,299 2.12% 2,778,299 1.92%
Light Winner Holdings Limited /H1118/H1118/H1118/H11181,160,524 – – – –––––––––––––––––––––––– 1,160,524 0.89% 1,160,524 0.80%
Tianyou Good Luck Forever Limited /H1118/H1118616,845 – – – –––––––––––––––––––––––– 616,845 0.47% 616,845 0.43%
Linking Globe Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,371,598 – – – –––––––––––––––––––––––– 2,371,598 1.81% 2,371,598 1.64%
Raymond Amc Holdings Limited (10) /H11181,106,709 – – – –––––––––––––––––––––––– 1,106,709 0.84% 1,106,709 0.77%
Shanghai Ruiji Huachang Enterprise
Management Partnership (Limited
Partnership) (Άุ၍ଣ
ΥྫΆุ(Υྫ))
(10) /H1118/H1118/H1118/H1118/H1118/H1118238,815 – – – –––––––––––––––––––––––– 238,815 0.18% 238,815 0.17%
Shanghai Y ulian Investment Center
(Limited Partnership) ( ɪऎʚஹҳ༟
ʕː(Υྫ))(10) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118808,562 – – – –––––– 2,932,000 – 5,469,112 – – 571,400 – – –––––––––– 9,781,074 7.46% 10,319,145 7.15%
Cavendish Square Holdings B.V . (10) /H1118 116,025 – 926,341 – 446,728 186,137 –––––––––––––––––––––– 1,675,231 1.28% 1,675,231 1.16%
Media Junction Limited (2) /H1118/H1118/H1118/H1118/H1118/H1118761,286 – – – ––––––– 248,788 – ––––––––––––––– 1,010,074 0.77% 1,022,522 0.71%
Marvel Plan Holdings Limited /H1118/H1118/H1118/H1118/H1118479,785 – – – –––––––––––––––––––––––– 479,785 0.37% 479,785 0.33%
Zhuhai Hengqin Minglue Wanxiang
Equity Investment Enterprise
(Limited Partnership) (ଫ
ᛆҳ༟Άุ(Υྫ)) /H1118/H1118/H1118/H1118431,996 – – – –––––––––––––––––––––––– 431,996 0.33% 431,996 0.30%
Jiaxing Dida Investment Partnership
(Limited Partnership) ( ྗጳྑ⎆ҳ༟
ΥྫΆุ(Υྫ)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118333,897 – – – –––––––––––––––––––––––– 333,897 0.25% 333,897 0.23%
Zhuhai Yishizhijie Equity Investment
Enterprise (Limited Partnership) ( म
ᛆҳ༟Άุ(Υྫ)) /H1118 287,046 – – – –––––––––––––––––––––––– 287,046 0.22% 287,046 0.20%
Super System Holdings Limited /H1118/H1118/H1118/H1118135,436 – – – –––––––––––––––––––––––– 135,436 0.10% 135,436 0.09%
iTop Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,557,397 – – – –––––––––––––––––––––––– 1,557,397 1.19% 1,557,397 1.08%
Ying Hui Christina Lee /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118167,987 – – – –––––––––––––––––––––––– 167,987 0.13% 167,987 0.12%
Ling Ying Foundation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118800,314 – – – –––––––––––––––––––––––– 800,314 0.61% 800,314 0.55%
Cai Yi-cheng (ו׸)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118269,585 – – – –––––––––––––––––––––––– 269,585 0.21% 269,585 0.19%
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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--- page 209 ---
Shareholders
Ordinary
Shares
Series A-1
Preferred
Shares
Series A-2
Preferred
Shares
Series A-3
Preferred
Shares
Series A-4
Preferred
Shares
Series A-5
Preferred
Shares
Series A-6
Preferred
Shares
Series B-1
Preferred
Shares
Series B-2
Preferred
Shares
Series B-3
Preferred
Shares
Series B-4
Preferred
Shares
Series B-5
Preferred
Shares
Series C-1
Preferred
Shares
Series C-2
Preferred
Shares
Series C-3
Preferred
Shares
Series C-4
Preferred
Shares
Series C-5
Preferred
Shares
Series C-6
Preferred
Shares
Series C-7
Preferred
Shares
Series C-8
Preferred
Shares
Series C-9
Preferred
Shares
Series D-1
Preferred
Shares
Series D-2
Preferred
Shares
Series E-1
Preferred
Shares
Series E-2
Preferred
Shares
Series F-1
Preferred
Shares
Series F-2
Preferred
Shares
Series F-3
Preferred
Shares Subtotal
Shareholding
percentage as
of the Latest
Practicable
Date
Shareholding
upon
completion of
the Global
Offering (1)
Shareholding
percentage
upon
completion of
the Global
Offering (1)
GSR V entures III, L.P . (10) /H1118/H1118/H1118/H1118/H1118– 468,817 – 1,610,606 – – 958,487 ––––––––––––––––––––– 3,037,910 2.32% 3,037,910 2.10%
Oakwise Innovation Fund SPC – New
Opportunity SP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,042,972 – – –––––––––––––––––––––––– 1,042,972 0.80% 1,042,972 0.72%
Banean Holdings LTD. (3) /H1118/H1118/H1118/H1118/H1118/H1118– 9,568 – 32,869 –––––––––––––––––––––––– 42,437 0.03% 42,437 0.03%
KPCB China Fund II, L.P . (10) /H1118/H1118/H1118/H1118 –––– 1,991,193 380,036 –––––––––––––––––––––– 2,371,229 1.81% 2,371,229 1.64%
China Broadband Capital Partners II,
L.P . (11) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 943,554 –––––––––––––––––––––– 943,554 0.72% 943,554 0.65%
PV Ace 1 Limited (10) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––– 3,646,075 –––––––––––––––––––– 3,646,075 2.78% 3,679,891 2.55%
Tibet Changyan Equity Investment
Partnership (Limited Partnership) ( Г
ᛆҳ༟ΥྫΆุ(Υ
ྫ))(10) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––––– 1,880,335 ––––––––––––––––––– 1,880,335 1.44% 1,900,082 1.32%
Shanghai Yingben Investment
Partnership (Limited Partnership) ( ɪ
ऎᙊ㫊ҳ༟ΥྫΆุ(Υ
ྫ)) (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––––– 651,556 –––––––––––––––––– 651,556 0.50% 674,743 0.47%
Shangri La Consulting Pte Ltd /H1118/H1118/H1118/H1118/H1118––––––––– 23,693 –––––––––––––––––– 23,693 0.02% 24,536 0.02%
Zhuhai Huajin Shengying No. 1 Equity
Investment Fund Partnership
(Limited Partnership) (ޮ
ΥྫΆุ(Υ
ྫ))
(5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––––––––– 1,010,703 – – – – – – – – – – – – – – 1,010,703 0.77% 1,089,865 0.75%
Homaer Asset Management Master
Fund SPC – Unicorn Equity
Investment Portfolio III (Managed by
HAMCO Capital Limited)
(6) /H1118/H1118/H1118/H1118 ––––––––––––– 1,010,702 – – – – – – – – – – – – – – 1,010,702 0.77% 1,089,864 0.75%
Image Frame Investment (HK)
Limited (10) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––––––––––– 2,062,929 3,094,394 – – 5,709,094 387,735 1,986,926 70,198 – 2,890,169 745,360 6,490,862 2,234,868 601,701 26,274,236 20.05% 27,802,452 19.26%
Shanghai Huasheng Lingfei Equity
Investment Partnership (Limited
Partnership) (ᛆҳ༟
ΥྫΆุ(Υྫ))
(10) /H1118/H1118/H1118/H1118/H1118/H1118–––––––––––––– 1,237,758 1,856,637 2,104,318 – – – – – – – – – – – 5,198,713 3.97% 5,611,043 3.89%
Gold Endeavor Bolai Fund (Shenzhen),
L.P . (௹Ըҳ༟ΥྫΆุ(Ϟ
Υྫ))(10) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––––––––––– 1,188,247 – – – – – – – – – – – – 1,188,247 0.91% 1,294,950 0.90%
Gold Endeavor Erqi Fund (Shenzhen),
L.P . (ɚಂҳ༟ΥྫΆุ(Ϟ
Υྫ))(10) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––––––––––––– 992,140 – – – 1,442,660 – – – – – – 2,434,800 1.86% 2,658,633 1.84%
Gold Endeavor Capital (HK) Limited
(༟͉ҳ༟(ಥ)ʮ̡)(10) /H1118 ––––––––––––––––– 280,412 – – – – – – – – – – 280,412 0.21% 306,191 0.21%
Shenzhen Hangjing Jinggong Equity
Investment Fund Partnership
(Limited Partnership) ( ଉέঘ౻ၚʈ
ΥྫΆุ(Υ
ྫ))
(10) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––––––––––––– 447,469 – – – 507,284 – – – – – – 954,753 0.73% 1,042,524 0.72%
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
– 199 –


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Shareholders
Ordinary
Shares
Series A-1
Preferred
Shares
Series A-2
Preferred
Shares
Series A-3
Preferred
Shares
Series A-4
Preferred
Shares
Series A-5
Preferred
Shares
Series A-6
Preferred
Shares
Series B-1
Preferred
Shares
Series B-2
Preferred
Shares
Series B-3
Preferred
Shares
Series B-4
Preferred
Shares
Series B-5
Preferred
Shares
Series C-1
Preferred
Shares
Series C-2
Preferred
Shares
Series C-3
Preferred
Shares
Series C-4
Preferred
Shares
Series C-5
Preferred
Shares
Series C-6
Preferred
Shares
Series C-7
Preferred
Shares
Series C-8
Preferred
Shares
Series C-9
Preferred
Shares
Series D-1
Preferred
Shares
Series D-2
Preferred
Shares
Series E-1
Preferred
Shares
Series E-2
Preferred
Shares
Series F-1
Preferred
Shares
Series F-2
Preferred
Shares
Series F-3
Preferred
Shares Subtotal
Shareholding
percentage as
of the Latest
Practicable
Date
Shareholding
upon
completion of
the Global
Offering (1)
Shareholding
percentage
upon
completion of
the Global
Offering (1)
Grace Gate Holding Limited (10) /H1118/H1118/H1118 –––––––––––––––––– 1,588,826 – 182,080 – – 264,852 – 1,145,446 394,388 106,182 3,681,774 2.81% 3,854,274 2.67%
Master Power Holding Limited (10) /H1118/H1118 –––––––––––––––––– 4,120,269 – 480,228 70,198 – 698,538 – – – – 5,369,233 4.10% 5,824,195 4.03%
Gomq (BVI) Limited (10) /H1118/H1118/H1118/H1118/H1118/H1118––––––––––––––––––– 2,408,036 – – 2,194,866 – – – – – 4,602,902 3.51% 5,056,617 3.50%
Hundreds ANTA Fund Limited
Partnership (10) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––––––––––––––– 101,149 – – – – 194,444 – – – 295,593 0.23% 326,983 0.23%
Hundreds Golden Vision Fund
L.P .(10) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––––––––––––––– 168,582 176,616 – – 256,904 324,073 – – – 926,175 0.71% 1,022,603 0.71%
Hundreds Six Fund Limited
Partnership (10) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––––––––––––––– 303,447 264,923 – – 385,356 583,331 – – – 1,537,057 1.17% 1,697,396 1.18%
Tulando Holdings Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––––––––––––––– 239,484 – – – – 460,371 – – – 699,855 0.53% 774,175 0.54%
Buchkana Holdings Limited /H1118/H1118/H1118/H1118/H1118/H1118––––––––––––––––––– 239,484 – – – – 460,371 – – – 699,855 0.53% 774,175 0.54%
Flarensi Holdings Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––––––––––––––– 26,778 – – – – 51,476 – – – 78,254 0.06% 86,564 0.06%
Shanghai Oriental Pearl Media Industry
Equity Investment Fund Partnership
(Limited Partnership) (म
ΥྫΆุ(ࠢ
Υྫ))
(7) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––––––––––––––– 366,998 – – – – 705,496 – – – 1,072,494 0.82% 1,186,386 0.82%
Asean China Investment Fund IV L.P . /H1118 ––––––––––––––––––– 302,588 – – – – 581,678 – – – 884,266 0.67% 978,169 0.68%
Asean China Investment Fund (US) IV
L.P . /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––––––––––––––– 34,576 – – – – 66,467 – – – 101,043 0.08% 111,773 0.08%
CapThrone Capital Limited
Partnership (8) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––––––––––––––– 337,164 – – – – 648,145 – – – 985,309 0.75% 1,089,941 0.75%
Giga Industries Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––––––––––––––– 252,873 – – – – 486,109 – – – 738,982 0.56% 817,456 0.57%
Pluto Connection LTD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––––––––––––––– 244,444 – – – – 469,905 – – – 714,349 0.55% 790,208 0.55%
China Sky Global Investment Limited /H1118 ––––––––––––––––––– 236,015 – – – – 453,702 – – – 689,717 0.53% 762,960 0.53%
Dahlia Investments Pte. Ltd. (10) /H1118/H1118/H1118 –––––––––––––––––––– 2,207,695 – – 3,211,299 – – – – 5,418,994 4.14% 5,970,401 4.14%
Cosmic Blue Investments
Limited (10) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––––––––––––––––– 1,324,618 – – 1,926,779 – – – – 3,251,397 2.48% 3,582,241 2.48%
Ziyang Mingtuo Equity Investment
Fund Partnership (Limited
Partnership) (ږ
ΥྫΆุ(Υྫ))
(10) /H1118/H1118/H1118/H1118/H1118/H1118–––––––––––––––––––––––––– 4,995,263 1,344,891 6,340,154 4.84% 6,340,154 4.39%
Jinhanwang Technology Co., Ltd. (ဏ
ʮ̡)(9) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––––––––––––––––––––––– 717,907 193,285 911,192 0.70% 911,192 0.63%
Other public shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––––––––––––––––––––––––– – – 7 , 219,000 5.00%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,740,714 1,521,357 926,341 1,643,475 2,437,921 1,509,727 958,487 3,646,075 1,880,335 675,249 2,932,000 248,788 5,469,112 2,021,405 3,300,68 7 6,710,678 2,104,318 1,720,021 11,418,189 5,649,353 6,623,086 2,090,340 2,194,866 9,633,897 6,230,928 7,636,308 9,353,678 2,751,690 131,029, 025 100% 144,378,361 100%
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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--- page 211 ---
Note:
(1) Our Company will adopt a WVR structure upon completion of the Global Offering through two classes of Shares, Class A Shares and Class B Shares. Each C lass A Share entitles
the holder thereof to exercise one vote per share and each Class B Shares entitles the holder thereof to exercise ten votes per share, on any resolution t abled at our Company’s
general meetings, except for resolutions with respect to a limited number of Reserved Matters, in relation to which each Share is entitled to only one v ote. In all respects, Class
A Shares and Class B Shares rank pari passu. All shares of our Company held by Mine Mine International Limited will be converted into Class B Shares and al l other issued
shares of our Company will be converted into Class A Shares taking into account that each Preferred Share shall be converted into Class A Shares at the th en effective conversion
price applicable to each series of Preferred Shares immediately prior to the completion of the Global Offering. The shareholding numbers and percent ages are subject to the
Assumptions, and with respect to existing Shareholders, do not take into account the indicative allocations set out in “Cornerstone Investors.”
(2) Media Junction Limited is a limited liability company incorporated in the BVI, the registered shareholder of which is Mingguo Huang (਷). This Shareholder and its ultimate
beneficial owner is each an Independent Third Party.
(3) Banean Holdings Ltd. is an investment holding company incorporated in the Cayman Islands. Banean invests primarily in information and communica tion technology startups.
This Shareholder and its ultimate beneficial owner is each an Independent Third Party.
(4) Shanghai Yingben Investment Partnership (Limited Partnership) is a limited partnership established in the PRC, the general partner of which is S henzhen Share Capital Co.,
Ltd. (ʮ̡), which in turn is controlled by Wentao Bai ( ͣ˖ᏹ). This Shareholder and its ultimate beneficial owner is each an Independent Third
Party.
(5) Zhuhai Huajin Shengying No. 1 Equity Investment Fund Partnership (Limited Partnership) (“ Shengying No. 1 ”) is a limited partnership registered under the laws of China.
Its executive partner is Zhuhai Huajin Lingchuang Fund Management Co., Ltd. (ʮ̡)( “Huajin Lingchuang ”), a wholly-owned subsidiary of Zhuhai
Huajin Capital Co., Ltd. (ʮ̡), a company listed on the Shenzhen Stock Exchange under the stock code: 000532 (“ Huajin Capital ”). Huajin Lingchuang
is the core private equity fund management company under Huajin Capital. Since its establishment, it has initiated and established multiple market- oriented equity investment
funds, carrying out industrial fund equity investment businesses. The actual controller of Huajin Capital is the State-owned Assets Supervision an d Administration Commission
of the Zhuhai Municipal People’s Government. Huajin Capital focuses on strategic emerging industries such as Advanced Manufacturing, Artificial I ntelligence, and
Semiconductors industry, and selectively invests in growth and mature investment opportunities, primarily through PE and merger & acquisition inv estments. This Shareholder
and its ultimate beneficial owner is each an Independent Third Party.
(6) Homaer Asset Management Master Fund SPC is an Exempted Segregated Portfolio Company incorporated in the Cayman Islands. HAMCO Capital Limited is the investment
manager of Homaer Asset Management Master Fund SPC. Homaer Asset Management Master Fund SPC—Unicorn Equity Investment Portfolio III (Managed by HAM CO Capital
Limited) is a Sub-Fund of Homaer Asset Management Master Fund SPC. The primary purpose of Homaer Asset Management Master Fund SPC-Unicorn Equity Inve stment
Portfolio III (Managed by HAMCO Capital Limited) is to make equity investments in private companies. The ultimate controller of Homaer Asset Managem ent Master Fund
SPC are Chun Leung Chow and Tim Cheng. This Shareholder and its ultimate beneficial owner is each an Independent Third Party.
(7) Shanghai Oriental Pearl Media Industry Equity Investment Fund Partnership (Limited Partnership) is a private equity fund established in the PRC , the manager of which is
Shanghai Oriental Pearl Private Equity Fund Management Co., Ltd. (ʮ̡). This Shareholder and its ultimate beneficial owner is each an
Independent Third Party.
(8) CapThrone Capital Limited Partnership is an exempted limited partnership established in the Cayman Islands. CapThrone Capital Limited Partner ship focuses on investment
opportunities in consumption and retail, advanced manufacturing, IT services & software, financial and business services sectors. Bing Hu is the ul timate beneficiary of
CapThrone Capital Limited Partnership. His wholly-owned entity, CapThrone international FZ-LLC, is the sole limited partner in CapThrone Capital Limited Partnership,
holding 99.9% of its shares. CapThrone Asset Management Ltd acts as the General Partner of CapThrone Capital Limited Partnership, holding a 0.01% sha re. CapThrone Asset
Management Ltd is wholly owned by Yi Sun. This Shareholder and its ultimate beneficial owner is each an Independent Third Party.
(9) Jinhanwang Technology Co., Ltd. is a limited liability company incorporated in the PRC, which is ultimately controlled, directly and indirectly through Jinhanwang
Communications Co., Ltd. (ʮ̡) by Yingming Wang (׼ߵThis Shareholder and its ultimate beneficial owner is each an Independent Third Party.
(10) See the sub-section headed “—Pre-IPO Investments—Information on the Pre-IPO Investors.”
(11) China Broadband Capital Partners II, L.P . is an exempted limited partnership registered in the Cayman Islands, whose general partner is CBC Part ners II, L.P ., which is indirectly
wholly controlled by Suning Tian ( ͞๑ྐྵ), who founded China Broadband Capital ( ᄱ੭༟͉), a private equity firm in China focusing on technology, media and
telecommunication investments. This Shareholder and its ultimate beneficial owner is each an Independent Third Party.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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--- page 212 ---
SAFE REGISTRATION IN THE PRC
On October 21, 2005, SAFE promulgated the Notice on Relevant Issues Concerning
Foreign Exchange Administration for PRC Residents to Engage in Financing and Inbound
Investment via Overseas Special Purpose V ehicles (͏ஷཀྤ̮त
ٝ“() SAFE Circular 75 ”). SAFE Circular
75 requires PRC residents who established or acquired control of special purpose companies
that made onshore investment in the PRC are required to complete the relevant overseas
investment foreign exchange registration or filing procedures.
Pursuant to the Circular of the SAFE on Foreign Exchange Administration of Overseas
Investment, Financing and Round-trip Investments Conducted by Domestic Residents through
Special Purpose V ehicles (೻
ٝthe “ SAFE Circular 37 ”), promulgated by SAFE and which
became effective on July 4, 2014, which replaced the Notice on Issues Relating to the SAFE
Circular 75, (i) 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 (ii) 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 Circular of the SAFE on Further Simplification and Improvement in
Foreign Exchange Administration on Direct Investment (ආɓӉᔊʷձҷ
ٝthe “ SAFE Circular 13 ”), promulgated by SAFE and which
became effective on June 1, 2015, the power to accept SAFE registration was delegated from
local SAFE to local banks where the assets or interests in the domestic entity are located, and
the SAFE and its branches shall perform indirect regulation over the direct investment-related
foreign exchange registration via banks.
Our PRC Legal Advisor has advised that (i) Mr. Wu, Mr. Y u Shuang ( Яଗ) and Ms. Y uan
Saiwei ( ঺ᒄᑢ), each a PRC resident, have completed their initial foreign exchange
registration of overseas investments as required under SAFE Circular 75 in April 2010; and (ii)
Mr. Dong Bin ( ໨ⅳ), Mr. Feng Shicong (ᑋ), Mr. Y an Zhao ( ₢⭦), and Mr. Hong Bei (ݳ
࠴each a PRC resident, have completed their initial foreign exchange registration of overseas
investments as required under SAFE Circular 37 in December 2020.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
– 202 –


--- page 213 ---
M&A RULES
Under the M&A Rules, a foreign investor is required to obtain necessary approvals when:
(i) a foreign investor acquires equity in a domestic non-foreign invested enterprise
thereby converting it into a foreign-invested enterprise, or subscribes for new equity
in a domestic enterprise via an increase of registered capital thereby converting it
into a foreign-invested enterprise; or
(ii) a foreign investor establishes a foreign-invested enterprise which purchases and
operates the assets of a domestic enterprise, or which purchases the assets of a
domestic enterprise and injects those assets to establish a foreign-invested
enterprise.
The M&A Rules, among other things, further purport to require that an offshore special
vehicle, or a special purpose vehicle, formed for listing purposes and controlled directly or
indirectly by PRC companies or individuals, shall obtain the approval of the CSRC prior to the
listing and trading of such special purpose vehicle’s securities on an overseas stock exchange,
especially in the event that the special purpose vehicle acquires shares of or equity interests in
the PRC companies in exchange for the shares of offshore companies.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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--- page 214 ---
CORPORATE AND SHAREHOLDING STRUCTURE
Corporate structure immediately before completion of the Global Offering
The following diagram illustrates the simplified corporate and shareholding structure of our Group immediately prior to the completion of the
Global Offering (assuming the Assumptions):
Company
(Cayman Islands)
Beijing Mininglamp
Zhaohui Technology
Co., Ltd.
Beijing Mininglamp
Software System
Co., Ltd.(14)
Shanghai Mininglamp
Artificial Intelligence
(Group) Co., Ltd.
Beijing Mininglamp
Zongheng
Technology Co., Ltd.
Wuhan Yeying
Technology Co., Ltd.(9)
Miaozhen
Information
Technology Co., Ltd
Beijing Miaozhen
Artificial Intelligence
Technology Co., Ltd.
Shanghai Miaozhen
Internet Technology
Co., Ltd.
Enyike (Beijing)
Data Technology
Co., Ltd.
Shanghai Jingshu
Information
Technology Co., Ltd.
Xi'an Data Rujing
Information
Technology Co., Ltd.(13)
Shanghai Liannuo
Information
Technology Co., Ltd.(10)
Shanghai Mingqi
Internet Technology
Co., Ltd.(11)
Shanghai Mingsheng Pinzhi
Artificial Intelligence
Technology Co., Ltd.(12)
Mininglamp Technology
Group Limited
(Hong Kong)Offshore
Onshore
100%
Zhuhai Hengqin
Mingtao Management
Consultancy Co., Ltd.
100%100%
100% 100%99.92%
88.67% 100% 100%
100%
54.00%66.5%60%
100%
100% 70%
Mininglamp
Technology (Ziyang)
Group Co., Ltd.
100%
Mr. Wu(1)
10.82% 27.33% 8.49% 7.52% 4.35% 4.09% 1.14%
Tencent(2)
Gold Endeavor
and Hangjing
Fund(3)
HongShan(4) Temasek(5) Huasheng(6) iTop Limited(7)
0.58%
Ling Ying Foundation
0.31%
Zhuhai Hengqin(1)
35.37%
Other Pre-IPO
Investors and
Shareholders(8)
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
– 204 –


--- page 215 ---
Notes:
(1) Mr. Wu held its Shares through Mine Mine International Limited, which is owned as to (i) 97% by Equation Holding Limited, the holding vehicle wholly -owned by Equation
Trust, a family trust established by Mr. Wu as the settlor and protector, Vistra Trust (Singapore) Pte. Limited as the trustee, and Market Pro Holdings Limited (a wholly-owned
company of Mr. Wu) as the sole beneficiary; and (ii) 3% by Market Pro Holdings Limited. Zhuhai Hengqin Minglue Wanxiang Equity Investment Enterprise ( Limited
Partnership) is a limited partnership, the general partner of which is Mr. Wu.
(3) Gold Endeavor and Hangjing Fund refers to (i) Gold Endeavor Bolai Fund (Shenzhen), L.P .* (௹Ըҳ༟ΥྫΆุ(Υྫ)); Gold Endeavor Erqi Fund (Shenzhen),
L.P .* (ɚಂҳ༟ΥྫΆุ(Υྫ)); Ziyang Mingtuo Equity Investment Fund Partnership, L.P .* (ΥྫΆุ(Υྫ); and Gold Endeavor
Capital (HK) Limited (༟͉ҳ༟(ಥ)ʮ̡), each of which is ultimately controlled by Mr. Xiaoqiu Jin (߇and (ii) Shenzhen Hangjing Jinggong Equity
Investment Fund Partnership (Limited Partnership)* (ΥྫΆุ(Υྫ)), which has entered into an agreement with Gold Endeavor Bolai Fund
(Shenzhen), L.P ., Gold Endeavor Erqi Fund (Shenzhen), L.P ., under which each of the entities agreed to act in concert when exercising their rights in t he capacity of a
Shareholder.
(7) This refers to iTop Limited, an employee shareholding platform that is holding Shares (which will be designated as Class A Shares upon Listing) for the benefit of certain
employees of the Group (“ Substituted Option Grantees ”) for the purpose of satisfying vested options over existing Shares (i.e., those Shares held by Mininglamp iTOP Limited)
(“Substituted Company Options ”). The Substituted Company Options were awarded to the Substituted Option Grantees against the cancelation of former options that were
originally granted to the Substituted Option Grantees under a share incentive scheme of a subsidiary of the Group (“ Subsidiary Options ”) as part of the Group’s reorganization
ahead of the Listing, with each Subsidiary Option (which originally entitled the grantee to subscribe for one share in the subsidiary entity upon exer cise) canceled and replaced
with one Substituted Company Option (entitling the grantee to purchase one Class A Share upon exercise). The administration of the Substituted Compa ny Options are in
accordance with the terms of the 2020 Share Incentive Plan (as applicable). As at the date of this document, all Substituted Company Options have veste d. For further details
on the grants, please refer to the section headed “Statutory and General Information—Share Incentive Plans—Pre-Listing Share Plans—2020 Share Inc entive Plan.”
(9) The remaining 11.33% equity interest in Wuhan Y eying Technology Co., Ltd. is held by Shenzhen Tencent Industrial V enture Capital Co., Ltd. (ʮ̡),
an entity controlled by Tencent Holdings Limited.
(14) The remaining 0.08% equity interest in Beijing Mininglamp Software System Co., Ltd. is held by Shao Wenhai (˖ऎ), an independent third party.
Notes (2), (4), (5), (6), (8), (10) to (13): see Notes (2), (3), (4), (5), (6), (7) to (10) under “—Reorganization—Corporate Structure Prior to the Comm encement of the Reorganization.”
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
– 205 –


--- page 216 ---
Corporate structure immediately following the Global Offering
The following diagram illustrates the simplified corporate and shareholding structure of our Group immediately following the completion of
the Global Offering (assuming the Assumptions):
Company
(Cayman Islands)
Mininglamp Technology
Group Limited
(Hong Kong)Offshore
Onshore
100%
Mininglamp
Technology (Ziyang)
Group Co., Ltd.
100%
Zhuhai Hengqin
Mingtao Management
Consultancy Co., Ltd.
100%
Mr. Wu(1)
10.28% 25.96% 8.06% 7.15% 4.14% 3.89% 1.08% 33.60% 5.00%
Tencent(2)(16) Gold Endeavor
and A VIC(3)(15) HongShan(4)(15) Temasek(5)(15) Huasheng(6)(15) Public
shareholders(15)(16)iTop Limited(7)
0.55%
Ling Ying Foundation
0.30%
Zhuhai Hengqin(1)
Other Pre-IPO
Investors and
Shareholders(8)(15)(16)
Shanghai Mininglamp
Artificial Intelligence
(Group) Co., Ltd.
Shanghai Liannuo
Information
Technology Co., Ltd.(10)
Shanghai Mingqi
Internet Technology
Co., Ltd.(11)
Shanghai Mingsheng Pinzhi
Artificial Intelligence
Technology Co., Ltd.(12)
100%
54.00%66.5%60%
Beijing Mininglamp
Zhaohui Technology
Co., Ltd.
Miaozhen
Information
Technology Co., Ltd
Beijing Miaozhen
Artificial Intelligence
Technology Co., Ltd.
Shanghai Miaozhen
Internet Technology
Co., Ltd.
Enyike (Beijing)
Data Technology
Co., Ltd.
Shanghai Jingshu
Information
Technology Co., Ltd.
Xi'an Data Rujing
Information
Technology Co., Ltd.(13)
100%
100% 100%
100% 100%
100% 70%
Beijing Mininglamp
Software System
Co., Ltd.(14)
Beijing Mininglamp
Zongheng
Technology Co., Ltd.
Wuhan Yeying
Technology Co., Ltd.(9)
100%
99.92%
88.67%
Notes (1) to (14): Please refer to the details contained in the preceding page.
Note 15: Counts towards public float.
Note 16: These percentages do not take into account the indicative allocations set out in “Cornerstone Investors.”
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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OVERVIEW
Who We Are
We are a leading data intelligence application software company in China, dedicated to
transforming enterprise marketing and operational decision-making and processes through the
integration of large models, industry-specific knowledge, and multimodal data. According to
Frost & Sullivan, we are the largest data intelligence application software provider in China in
terms of total revenue in 2024. Through innovative data intelligence application software, we
help clients collect, integrate, manage, and analyze multimodal data from both online and
offline operations, generating actionable business insights to meet business needs, empowering
clients to continually improve operational efficiency and facilitate innovation. As of June 30,
2025, we have served 135 Fortune 500 companies worldwide, with clients spanning retail,
consumer goods, food and beverage, automotive, 3C, cosmetics, mother and baby products and
other industries.
In today’s era of rapid advancements in artificial intelligence and the growing
significance of data assets, data transparency and industry-wide data sharing are not merely
technical capabilities of multimodal AI; they are fundamental to building trust and fostering
business growth among organizations. We firmly believe that by integrating transparent data
processing with AI technology, respecting and protecting data privacy, and promoting
human-machine collaboration to enhance efficiency rather than replace the workforce, we can
ensure synchronized progress in both enterprise development and employee welfare. This
approach will help us build a higher-trust business ecosystem, stimulate enterprise innovation,
and drive sustainable development in a technologically advanced and harmonious society.
With the introduction of advanced reasoning models like DeepSeek, the data intelligence
sector has experienced significant advancements. The cost of processing large data volumes
has decreased, while the capabilities of LLMs have expanded, facilitating cross-domain
knowledge transfer and enabling sound inference even with incomplete information. We have
capitalized on this technological shift by applying cutting-edge reasoning models to complex
data analysis and decision-making scenarios. By leveraging multimodal data accumulated over
years in marketing and operational contexts, our products can discern logical relationships
across various stages, perform multi-step reasoning, and transition from issue identification to
solution proposal. Additionally, the advanced models can not only be deployed in the systems
or platforms we have developed, such as Miaozhen Systems, but are also expected to
seamlessly integrate with the systems or platforms used by our clients that were not developed
by us. Consequently, we offer clients intelligent, insightful decision-making support and
complete business execution with minimal human intervention.
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We believe that on the path towards Artificial General Intelligence (AGI), industry-
specific data will become the most valuable asset for enterprises, and industry-specific
knowledge will be the core value of the data intelligence application software industry. Only
by combining AGI with industry knowledge and multimodal data in vertical business scenarios
can artificial intelligence comprehensively transform existing business operations. Therefore,
we have consistently integrated data with business scenarios, leveraging real, accurate data and
our analysis results to build trust with clients, thereby obtaining more data and forming a
positive feedback mechanism.
We are one of the pioneers in applying big data technology to business scenarios in China.
In 2008, we focused on developing online advertising measurement and media budget
allocation tools, launching our flagship product, Miaozhen Systems. As of June 30, 2025,
Miaozhen Systems had a renewal rate of over 90% in terms of the number of KA clients. As
we continue to unleash the commercialization potentials of data, we ventured into the realm of
operational intelligence. This line of business integrates and analyzes various types of
multimodal data in relation to sales, services, operations, and training, forming industry-
specific insights, providing real-time guidance for enterprise operational strategies, and
assisting in enhanced business decision-making. According to Frost & Sullivan, we are among
the first companies in China to adopt artificial intelligence of things (AIoT), artificial
intelligence for IT operations (AIOps), and service multimodal LLM technologies, providing
support for IT and production equipment and system maintenance services. Commercialized in
2019, our proprietary conversational intelligence hardware, Lingting, is also China’s first
conversational intelligence hardware developed to be used under noisy environments according
to Frost & Sullivan.
We place paramount importance on the construction of data ethics, with data privacy
protection standing as one of our core values. To this end, we have formulated and
implemented user privacy and data security protection policies. Leveraging our strengths in
data intelligence technology, we employ advanced techniques such as encryption and
anonymization to enhance our privacy protection measures. These efforts have resulted in our
reserve of 109 data privacy related invention patents and patent applications as of June 30,
2025. In 2022, we proudly became one of the first companies in China to obtain the Certificate
for Data Security Management Capability, underscoring our commitment to leading the
industry in data ethics and security.
Furthermore, we have consistently been at the forefront of artificial intelligence. We are
the only company selected by the by the Ministry of Science and Technology in China to
spearhead the “National New Generation Artificial Intelligence Open Innovation Platform” in
the marketing intelligence field. We have also been honored with the first prize of the “WU
Wenjun AI Science and Technology Award,” a well-recognized accolade in the AI sector in
China and a testament of our contribution to AI technological inventions in China. We deeply
integrate big data and artificial intelligence technology in marketing and operational scenarios,
pioneering the concept of multimodal data intelligence. According to Frost & Sullivan, in 2023,
we were the first market player in China to achieve intelligent social media content analysis
and strategy generation based on multimodal large language models (MLLM). To meet the
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demands for highly accurate understanding of advertisement and advertising content
generation, we pioneered the introduction of the Hypergraph Multimodal Large Language
Model (HMLLM) and Hypergraph Retrieval Augmented Generation (HRAG) technologies in
China’s data intelligence application software market according to Frost & Sullivan. The
relevant work on HMLLM has be recognized with the best paper nomination on Association
for Computing Machinery Multimedia Conference 2024 (ACM Multimedia 2024), a worldwide
premier multimedia conference. These innovations enable our clients to analyze more complex
advertising scenarios and generate effective advertising content generation and placement
strategies.
Multimodal Data and AI in Vertical Scenarios as the Foundation of Data Intelligence
With the iterative progress of big data and artificial intelligence technologies, especially
the rapid development of general large models, various industries and enterprises are
increasingly focusing on business digitalization and intelligence. The deep integration of data
intelligence into business decision-making has become the future trend. According to the Frost
& Sullivan Report, China’s data intelligence application software market is expected to have
a promising growth prospect, with a projected growth from RMB32.7 billion in 2024 to
RMB67.5 billion in 2029, achieving a CAGR of 15.6%.
Currently, general large models still face challenges. One significant challenge is
susceptibility to “hallucinations,” where the models generate outputs or information that
appear plausible but are factually incorrect or nonsensical. Additionally, these models exhibit
decision-making deficiencies in complex scenarios and demonstrate insufficient coordination
and controllability in practical applications. Given these limitations, more targeted large
models tailored to specific vertical domains have become increasingly essential. The
transformation of general large models into those suited for vertical domains hinges on the
availability of substantial “high-value” multimodal data with specific industry attributes. With
our 19 years of experience in marketing and operational intelligence across multiple industries,
we have accumulated a wealth of multimodal data, granting us a unique advantage in
developing large models for marketing and operational intelligence applications. Our advanced
large models in marketing and operations, deployed across extensive business scenarios, have
produced significant amounts of result data. This feedback serves as a valuable resource for
finetuning our models, thereby creating a data closed loop and enabling the continuous
optimization of large models in vertical domains.
OUR KEY PROPRIETARY TECHNOLOGIES
Our success is built on our innovative and key proprietary technologies, particularly in
the fields of data intelligence, enterprise knowledge graph, and data privacy. Our technologies
have received widespread recognition. As of June 30, 2025, we had 2,322 patents and 596
patent applications, and have received over 460 domestic and international awards.
Specifically, as of June 30, 2025 we owned 1,296 invention patents, encompassing the fields
of data intelligence, enterprise knowledge graph and data privacy, among others.
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Data Intelligence
Our core products rely on our proprietary data intelligence technologies, in particular,
multimodal large language model (MLLM) and hypergraph multimodal large language model
(HMLLM), which involve the collection, integration, and analysis of multimodal data. This
helps enterprises gain valuable insights into their business operations, ultimately promoting
data-driven, AI-based decision-making. The following diagram illustrates the interconnections
between three key technological capabilities applied in our business cycle—multimodal data
integration, multimodal data insights, and data-driven, AI-based decision-making—and the
data formed in specific scenarios, continuously iterating within vertical industries to form a
feedback loop for AI models:
Data-driven AI-based
Decision Making
Multimodal Data Insight
Multimodal Data Integration
Marketing
Knowledge Graph
Advanced Hypergraph
Multimodal Large
Language Model
(HMLLM)
User awareness and emotion
Comprehensive and iterative data
feedback cycle, continuous model
optimization
Marketing effect matching
analysis &
Marketing strategies output
Verify the accuracy of model
analysis results by Miaozhen
Systems
Market launch
Operation data related to People,
Merchandise, and Space
Automatic daily patrol
inspection of the system
p
 y
Sales related suggestions
Operation related suggestions
Operational Model
Conversational Intelligence
Comprehensive and iterative data
feedback cycle, continuous model
optimization
According to actual operation, Stores
will verify the accuracy of model
analysis results
Develop targeted marketing content and
strategies when facing different
consumer groups
Marketing Content Data
Marketing Behavior Data
Marketing Effect Data
Enterprise Knowledge Graph
Our knowledge graph technologies, particularly, the incorporation of “events,” “time,”
and “space” to knowledge graph modeling and hypergraph retrieval-augmented generation
(HRAG), enable the visualization of complex network relationships within multimodal data,
helping clients uncover higher-dimensional relationships and gain valuable business insights,
thereby fostering business innovation. Leveraging precise industry knowledge, it also
addresses the hallucination issues commonly found in general large models when applied to
specific scenarios. We have consistently been staying abreast of the advanced research,
development, and commercial application of enterprise knowledge graph technology in China.
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Over the years, we have built strong partnerships with leading clients in industries including
retail, consumer goods, food and beverage, automotive, 3C, cosmetics, mother and baby
products, and others. Through deep integration into business scenarios, we have amassed
extensive industry knowledge and developed multiple industry-specific knowledge graphs.
Our technology has received domestic and international awards and recognitions.
Notably, by uniquely incorporating the concepts of “events,” “time,” and “space” to graph
modeling, we have developed core features that set us apart from other market participants in
the industry. This innovative approach has led us to win the first prize of the “WU Wenjun AI
Science and Technology Award,” a well-recognized accolade in the AI sector in China and a
testament of our contribution to AI technological inventions in China. Our paper on a
speech-to-knowledge-graph construction system was selected for publication on International
Joint Conference on Artificial Intelligence 2020, a top international conference in the field of
AI.
Data Privacy
We have always placed a high value on data privacy, implementing comprehensive data
privacy protection mechanisms, and continually researching data ethics frameworks to guide
our data collection, processing, and storage activities. Moreover, our portfolio of 111 patents
and patent applications in data privacy protection equips us with the most advanced technical
means to ensure user data is well protected. By establishing these robust technologies, we
ensure that all collected data is handled with utmost respect for privacy and complies with
regulatory requirements. Our commitment to the principles of fairness, justice, openness, and
transparency, along with our superior privacy protection technologies and measures, has earned
our data intelligence application software high recognition from leading enterprises across
various industries.
Additionally, as an industry leader, since 2022, we have been assisting the China
Advertising Association and the China Communications Standards Association in formulating
a pioneering series of standards for innovative internet advertising data security and personal
information protection. Among these standards, “Technical Requirements for Internet
Advertising Privacy Computing Platforms” was submitted to the China Communications
Standards Association in January 2024 for release.
STANDARDIZED AND CUSTOMIZED DATA INTELLIGENCE PRODUCTS
CATERING TO MARKETING AND OPERATIONAL SCENARIOS
For many years, we have been devoted to enterprise services and the data intelligence
application software industry, amassing the industry’s leading multimodal data accumulation,
industry insight, and technical expertise. At the core of our offerings are our multimodal data
integration, multimodal data insights, and data-driven, AI-based decision-making capabilities.
Leveraging these industry-leading data, insights, and technologies, we provide clients with
advanced marketing intelligence and operational intelligence application software. These
software solutions are developed as standardized products with modular components that can
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be tailored to address the specific needs of clients. We only need to combine different modules
and customize the development and delivery according to the customer’s small amount of
customized requirements. For example, clients can purchase different modules of the
standardized products to address their unique pain points, such as ad monitoring and marketing
content generation in the context of marketing intelligence and IT operations management and
inventory management in the context of operational intelligence. These offerings connect and
integrate the complex online marketing and offline operational data of enterprises, building a
comprehensive data network platform for enterprise operations. This platform transforms
marketing and operational data into actionable business insights and provides supporting
execution tools, enabling marketing and operational businesses to mutually reinforce each
other.
We believe that standardized products yield several significant benefits. From cost
perspective, standardization allows us to reuse established modules, reducing development
costs, improving efficiency, and accelerating product iterations. In the event of a technical
issue, it is easier to quickly identify and replace faulty module, thereby lowering maintenance
costs, shortening delivery cycles, and mitigating business risks associated with system failures.
From revenue perspective, standardized products ensure that our clients consistently receive
quality services that meet their expectations. The uniform functionality and operability of
standardized products lower the learning curve for clients when they procure additional
services from us and ensure wider market acceptance for new offerings, including small and
medium-sized clients. By adopting a standardized approach, we aim to not only optimize our
operational efficiency but also deliver reliable, high-quality services that meet the evolving
needs of a broader client base. This leads to healthy profit margins and is beneficial for
business sustainability in the long term.
Marketing Intelligence
Through our flagship product—Miaozhen Systems, which comprises three major
products: media spending optimization software, social media management software, and
customer growth software, and through Jinshuju and our private domain tools based on the
Tencent Ecosystem, we provide comprehensive marketing intelligence services. These
standardized products enable marketing data measurement, customer insights and AI-powered,
data-driven marketing decision-making, covering the marketing intelligence needs of our
clients across all media platforms and throughout the business process. In terms of media
spending optimization, we monitor the advertising flow of different media channels and
measure multi-channel advertising data in real-time. This allows enterprises and advertising
agencies that act on behalf of enterprises to plan and allocate budgets across different media
channels more efficiently. For social media management, we collect and analyze multimodal
social data to help enterprises evaluate the effectiveness of their marketing activities on
mainstream social media platforms. This analysis enables accurate identification of valuable
consumer feedback, provides insights into the continuously evolving industry and consumer
trends, and guides the optimization of brand strategies. In customer growth, we integrate user
data from multiple sources to help enterprises design more targeted cross-channel marketing
plans. We also offer in-depth analysis of specific customer behaviors to support these
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strategies. We recently launched RTA, a cross-platform AI-based advertising placement tool to
help clients select advertising inventory in real time and reach the most relevant audience with
tailored content, by leveraging their first-party data and our real-time optimized placement
algorithm. It delivers advertising content using the most effective strategies across all domains.
This system continuously monitors performance in the backend, feeds data back to the large
model, and dynamically adjusts marketing strategies and content to achieve optimal results.
Miaozhen Systems boasts its broad media platform coverage. It through technical means
connected with 425 media platforms with advertising monitoring activities for the six months
ended June 30, 2025, including all major social media platforms, online forums, news media
and e-commerce platforms (such as Weibo, Kuaishou, Xiaohongshu, Bilibili, iQIYI, and
Y ouku). The social media management software covers more than 100,000 media, forums,
websites, and platforms, representing the broadest coverage in the marketing intelligence
application software industry in China, according to Frost & Sullivan. Additionally, we are the
first data intelligence company in China to be recognized by the Media Rating Council of
General Invalid Traffic (GIVT) compliance and the first company in China to also receive
Trustworthy Accountability Group (TAG) certification, which are recognitions required by
many top global advertisers when selecting ad measurement service provider, according to
Frost & Sullivan. These performance results and industry recognitions make the Miaozhen
Systems the preferred choice for all major media platforms and top brand advertisers in China.
Continuous years of quality service, an objective service spirit, and a transparent value
perspective have earned the Miaozhen Systems widespread recognition from over 10,000
clients who cooperate with us directly or indirectly through an agent, covering consumer
goods, food and beverage, automotive and 3C industries.
Leveraging our accumulated advantages in the marketing intelligence field and years of
continuous monitoring of advertising data across the entire network, domains, and value chain,
our Miaozhen Systems now encompasses data related to advertising requests, posts, videos,
and a vast number of influencers. It processes over 10 billion user behavior logs on a daily
basis. According to Frost & Sullivan, this is among the top data processing capability in the
marketing intelligence application software industry.
Since 2019, when we were selected by the Ministry of Science and Technology in China
to spearhead the “National New Generation Artificial Intelligence Open Innovation Platform”
initiative in the marketing intelligence field, we have been continually innovating and
developing AI applications in the marketing intelligence domain. We use multimodal data from
various industry marketing scenarios to train large language models, integrating HMLLM and
combining it with existing marketing processes to create “marketing agents” tailored for
diverse application scenarios. These agents incorporate real-time advertising effects and the
latest consumer dynamics, enabling personalized marketing content and automated decision-
making. By continuously innovating, we aim to provide clients with end-to-end “generative
marketing” services, effectively addressing their needs for rapidly producing high-quality
marketing strategies and content in a fast-changing consumer market.
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Operational Intelligence
The wave of digitalization has profoundly transformed the business model of offline
stores, and cognitive stores embody our vision for the future. We have independently developed
an intelligent operating system, the smart store operating system, designed for future cognitive
offline stores. By using IoT technology, we integrate structured and unstructured data from
offline stores into a store space data platform and connect with clients’ own systems to obtain
online data. Leveraging our unique industry knowledge graph and self-developed operational
large models grounded in industry data, we have built an “intelligent operational brain” for
stores. V arious operation agents assist stores in achieving this intelligence. According to Frost
& Sullivan, we ranked first in China’s operational intelligence application software market in
terms of revenue generated from operational intelligence application software in 2024.
Our smart store operating system aims to achieve comprehensive intelligent operations
through deep digitalization and enhancement of the three key elements in the store operation
process: people, merchandise, and space. Our conversational intelligence hardware, Lingting,
captures clear dialogue audio between customers and sales representatives, and works with the
corresponding software to desensitize the audio information and analyze the sales process for
customer insights and employee training. This allows the sales team to track and manage
potential customers, transactions, and sales activities on an integrated platform. In addition to
promoting sales, we provide smart supply chain management services for daily procurement,
creating a high-synergy, customer-specific procurement marketplace that reduces costs in the
procurement cycle and linking sales and inventories. We also build a low-cost, high-stability
transaction fulfillment platform for food and beverage businesses, facilitating their transition
from offline operations to private touchpoints (such as their own apps, mini-programs,
and social groups) and public platforms such as Dianping and Douyin for marketing lead
generation. Our generative AI product, Xiaoming Co-pilot, presents the results of enterprise
data and large model analysis in a Q&A format, providing constructive sales and operational
suggestions while lowering the technical barriers to using large models. For business assets, we
offer full lifecycle AIoT asset management services, including automatic asset scanning,
warehousing, usage, and maintenance. Additionally, we provide real-time multimedia content
playback and instant communication functions, which we refer to as Digital Multimedia
Broadcast, for in-store equipment, empowering enterprises with robust remote management
and control capabilities. As we accumulate more experience serving our operational
intelligence clients, we have developed standardized products for the provision of certain
services under our smart store operating system, including supply chain management, IT
operations management, comprehensive AIoT asset management, Digital Multimedia
Broadcast, AI-powered offline sales conversion solutions, and franchisee management for large
restaurant chains.
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Store Operational
Intelligence LLM
Store Operational
Intelligence
Knowledge Graph
Store Spatial Data Platform
(SSDP)
Mininglamp Operational
Intelligence OS
Store intelligent operation brain
Vast Accumulation of
Industry Data
Leading
R&D Capabilities
Multi-scenario Data Integration
AI content
playback
 Intelligent
CPoS
 Asset
Management
Intelligent
Supply Chain
Lingting
Intelligent Operation
and Maintenance
Intelligent IoT
Customer owned system
Store
I
n
te
lli
g
e
n
c
e
 O
S
I
n
te
lli
g
e
n
c
e
O
S
Application Scenarios
Service Components
Technical Base - PaaS
 Private Agent
Operation Agent
Profound Experience in
Business Operation
As of June 30, 2025, we had successfully commercialized our operational intelligence
products and solutions across industries such as food and beverage and retail industries. We are
currently capable of integrating data from more than 20 types of sources, which is collected and
processed by us with the explicit authorization by our clients, including video, traffic, routes,
mobile activity, product distribution, environmental data, live streaming, music playback, and
dialogues. We also incorporate device status data, including temperature, humidity, energy
consumption, operational indicators, and health levels. As of June 30, 2025, our operational
intelligence products and solutions had been deployed in over 30,000 restaurants and more than
53,000 offline retail stores. The massive amount of equipment and the number of stores form
a service network, and the vast accumulation of daily operational data arising therefrom allows
us to maintain a leading position in intelligent operations and possess strong data and industry
barriers.
Through our smart store operating system, we integrate multimodal data with diverse
scenarios, providing robust data support for operational decision-making. V arious automated
devices work in tandem with the “intelligent operation brain” to assist employees in
completing tasks, enabling enterprises to build operational systems akin to autonomous driving
levels L1-L5. This approach ultimately guides our clients toward achieving full-process
intelligence at L5, significantly enhancing store operational efficiency.
OUR BUSINESS ACHIEVEMENTS AND FINANCIAL PERFORMANCE
Since our establishment in 2006, we have been persistently exploring new data sources
and enterprise needs, constantly innovating in data-driven products and solutions. Our total
revenue increased from RMB1,269.3 million in 2022 to RMB1,462.0 million in 2023. Our total
revenue declined from RMB1,462.0 million in 2023 to RMB1,381.4 million in 2024, mainly
due to a decrease in revenue from our operational intelligence business. We recorded a total
revenue of RMB565.1 million for the six months ended June 30, 2024 and RMB643.8 million
for the six months ended June 30, 2025. In marketing intelligence, we have extended our AI
capabilities across a wider range of functions—from planning and strategy generation, to
content production and execution. By incorporating AI agents into our integrated services, we
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have attracted new clients, leading to increased revenue in the six months ended June 30, 2025.
In operational intelligence, we have driven sales growth in the six months ended June 30, 2025
through enhanced product standardization, expanded AI capabilities, broader scenario
coverage, precise customer need fulfillment, and diversified sales channels.
In 2023, we adopted a more product-focused strategy within the operational intelligence
domain, exercising greater caution in signing customized service contracts while actively
enhancing the development and sales of our standardized products. Customized services
involve creating solutions tailored to the unique requirements of individual clients, which can
be resource-intensive and less scalable. By contrast, standardized products entail pre-
developed services that can be widely adopted by multiple clients with minimal customization,
which are typically more cost-efficient and scalable. For example, clients can purchase
different modules of the standardized products to address their unique pain points, such as ad
monitoring and marketing content generation in the context of marketing intelligence and IT
operations management and inventory management in the context of operational intelligence.
This strategic shift, being implemented more systematically in 2024, led to an increase in
revenue from standardized products, which partially offset the decline in revenue from
customized services. Consequently, the revenue structure within our operational intelligence
business showed a more balanced composition in 2024 despite a decline in absolute value. In
2025, our enhanced product capabilities and AI innovation had attracted more customers and
driven revenue growth. Moving forward, we believe our product strategy will yield further
visible results and support sustainable long-term expansion.
For 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, our gross
profit margins were 53.2%, 50.1%, 51.6%, 50.6% and 55.9%, respectively. Our R&D expenses
for 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, were RMB750.9
million, RMB480.8 million, RMB353.0 million, RMB173.6 million and RMB150.4 million,
respectively. We had operating losses of RMB1,008.9 million, RMB210.9 million and
RMB132.3 million for the years ended December 31, 2022, 2023, and 2024, respectively. We
had operating loss of RMB84.5 million for the six months ended June 30, 2024, as compared
to operating income of RMB6.1 million for the six months ended June 30, 2025.
We had a net profit of RMB1,637.6 million, RMB318.4 million, RMB7.9 million, in
2022, 2023 and 2024, respectively. We also had a net loss of RMB98.7 million and RMB203.9
million in the six months ended June 30, 2024 and 2025, respectively. Our net profit position
was mainly driven by fair value changes of preferred shares, warrants and convertible notes of
RMB2,815.4 million, RMB585.5 million, RMB186.0 million in 2022, 2023 and 2024
respectively, which are in connection with our Company’s value.
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OUR STRENGTHS
Pioneer in Both Technology and Philosophy of Data Intelligence Application Software
Industry with an 19-Y ear Track Record of Successful Product Innovation
According to Frost & Sullivan, we are the largest data intelligence application software
provider in China in terms of revenue in 2024, offering comprehensive, one-stop data
intelligence solutions to our clients across various industries. Our application software enables
enterprises to collect, integrate, manage, and utilize data in their daily operations, generating
insights that significantly enhance marketing and operational efficiency.
We have established ourselves as a pioneer and leader in building data intelligence
solutions for enterprises in China. Founded in 2006, we were among the first companies in
China to offer data intelligence solutions to enterprises. Over the past 19 years, we have served
a wide range of industry clients, accumulating deep insights and launching cutting-edge
products at different stages of market development. According to Frost & Sullivan, we have
been the first mover in launching several industry-leading products. In 2008, we introduced
China’s first marketing intelligence application software, Miaozhen Systems. Building on this
achievement, we developed China’s first cross-channel budget allocation optimization system
in 2010. We continued to innovate by releasing China’s first mobile advertising measurement
product in 2012, followed by the application of online advertising measurement technologies
in digital TV in 2013. In 2019, we launched China’s first out-of-home advertising measurement
product, and in 2021, we introduced an intelligent scheduling tool for all media types. Most
recently, in 2023, we unveiled the industry’s first product utilizing large language models to
generate brand marketing trends and strategy insights.
As China’s digital transformation progressed, we recognized that enterprises that
primarily operated offline stores often lacked visibility into the data generated from their daily
operations, sales, and service processes. To address this gap, we applied the data and technical
capabilities developed in our marketing intelligence business to the operational domain,
launching Lingting, China’s first real-time conversational intelligence hardware that generates
valuable sales insights from interactive data in 2019, according to Frost & Sullivan, and a
centralized smart store operating system specifically tailored for offline environments in 2020.
This system integrates data from store IoT devices, such as sensors and alarms to assist offline
stores in real-time customer flow monitoring, IT operations management, AIoT asset
management and night time security, among others.
Leveraging our industry-leading position and 19 years of experience, we have also
become a key standard-setter in the field. The analytical results of Miaozhen Systems are
widely recognized by enterprises, advertising agencies and media platforms, and serve as a
reference for settlements between most media platforms and their enterprise clients,
underscoring its immense brand value. As of June 30, 2025, Miaozhen Systems had a renewal
rate of over 90% in terms of the number of KA clients.
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In tandem with our dedication in data intelligence technology, we are equally committed
to data and AI ethics and values. We believe that data security is fundamental to industry
development and have established a stringent data ethics framework to guide all our data
processing and analysis activities. Our dedication to data ethics is further demonstrated by our
status as one of the first companies in China’s data intelligence application software industry
to obtain receive the Certificate for Data Security Management Capability, according to Frost
& Sullivan. Additionally, our commitment to safeguarding data privacy has been recognized
with 109 invention patents and patent applications as of June 30, 2025. We emphasize the need
for controllable, transparent, and explainable AI technologies. By embedding mechanisms that
prioritize human objectives within AI decision-making, we hope to align our technology with
the values and rights of those it affects. As an industry leader, we actively explore and innovate
to promote data and AI ethics, setting benchmarks and sharing our knowledge to help elevate
industry standards.
Proprietary Infrastructure Underpinning Our Data Intelligence Services and Ensuring
Efficient R&D Iteration
Over the years, we have established an infrastructure that serves as the foundation for our
data intelligence solutions, driving product development and iteration. This infrastructure
comprises our technology base, mainly in data intelligence, enterprise knowledge graph, and
data privacy. Together, these components integrate data processing and analysis with industry
expertise to generate actionable insights while safeguarding data privacy. By consistently
incorporating the industry data and knowledge accumulated through our marketing and
operational application software, we create a closed loop of “perception,” “cognition,” and
“action” for our portfolio of data intelligence application software. This enables enterprises to
not only analyze and interpret data but also predict business needs, synergistic a fostering and
harmonious working relationship model between human and machine.
Since our inception, research and development have always been central to our growth
and value, representing one of our main activities and a significant part of our operating
expenses. As of June 30, 2025, we have a R&D team comprising 714 employees, accounting
for 42.5% of our total full-time employees. Among the R&D team, 91 employees hold a
graduate-level degree or higher. In the six months ended June 30, 2025, our R&D expenses
constituted 43.9% of our operating expenses. Our R&D team consisted of 1,135, 875, 755
employees as of December 31, 2022, 2023 and 2024, respectively, accounting for 47.4%,
44.8% and 42.1% of our total full-time employees for each respective year.
Our commitment to R&D has also earned us numerous honors and recognitions. We are
the only “National Open Innovation Platform for Next Generation Artificial Intelligence” in the
marketing intelligence field, and we have received several prestigious awards and recognitions
in the industry, including the first prize of the “WU Wenjun AI Science and Technology
Award,” the Super Artificial Intelligence Leader (SAIL) list, and National Artificial
Intelligence Application Scenario Innovation Challenge Award. As of June 30, 2025, we had
2,322 patents and 596 patent applications, 571 registered trademarks and 533 registered
copyrights. We had also published 45 CCF/SCI academic papers, won four global academic
competition awards, and released 44 industry reports.
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Rich Data Ecosystem as an Essential Cornerstone of Data-driven Intelligent Services for
Enterprises
Adhering to the principle that future business decisions will be driven by data, we have
been persistently exploring new, commercially valuable data sources and developed innovative
products and services around them. Since 2010, we have utilized a diverse range of data,
including media platform advertising data, social media data, OTT advertising data, out-of-
home advertising data, consumer sentiment and EEG data in marketing intelligence, and IoT
data, customer voice data, and storage data in operational intelligence. We develop our
technologies and business model by pursuing data sources with the highest relevance and
value, iteratively adapting and responding to market demand with data intelligence application
software to unlock their commercial potential. Additionally, leveraging our extensive
accumulation of multimodal data in marketing industry, we are able to achieve synergistic
innovation with cost-efficient LLM, such as DeepSeek. This enables us to continuously train
industry expert models which are endowed with deep industry insights based on reinforced
reasoning paradigms. These ongoing innovations have solidified our leadership in the data
intelligence field, and we are committed to strengthening our competitive moat by continuing
harnessing high-quality data sources.
Our data-driven services rely on high-volume, timely, and multimodal data. As of June 30,
2025, Miaozhen Systems through technical means connected with 425 media platforms with
advertising monitoring activities for the six months ended June 30, 2025, including all major
social media platforms, online forums, news media and e-commerce platforms, reaching
around 3 billion monthly active devices. It processes and monitors over 5 billion advertising
requests, nearly 100 million posts and videos daily, and data related to approximately 4 million
KOCs. In operational intelligence, our system connected to over 2.0 million devices,
completing an average of over 1,329 maintenance tasks.
We prioritize building a transparent and trustworthy data ecosystem, adhering to values
of integrity and honesty. Leveraging our long-standing, close partnerships, advanced data
privacy protection technologies, and fair, transparent services, we have established a symbiotic
relationship with our clients in data collaboration, jointly exploring innovative applications
powered by data. With our increasing coverage of clients and business processes, we distill
more precise industry insights, creating a network effect across various sectors. This allows our
clients to share the latest industry insights and proprietary knowledge amongst themselves
through our offerings. Additionally, we maintain long-term, strong relationships with leading
media and telecommunications companies to continually expand our data coverage.
Product Matrix of Marketing and Operational Intelligence along with the Multimodal
Online and Offline Data Driving Business Synergy
We have built a comprehensive product matrix in marketing intelligence and operational
intelligence. In marketing intelligence, we integrate public and private domain data, utilizing
media spending optimization, social media management, and customer growth application
software, as well as Jinshuju and our private domain tools based on the Tencent ecosystem, to
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deliver full-chain, end-to-end data intelligence services. In operational intelligence, unlike
certain market players who primarily focus on online data, we collect offline store sales and
service data through the deployment of IoT devices, enhancing data quality and visibility in
offline operations. By leveraging multimodal data from both online and offline sources, we
help enterprises optimize operational efficiency in terms of people, merchandise, and space.
With a diverse array of online and offline products, we provide closed-loop services that
support the entire marketing and operational processes tailored to each client. The cross-
validation and mutual supplementation of data at each stage enhance the accuracy of data
analysis and performance of strategies, further improving our operational efficiency. Our
service coverage of client’s core business process also increases client retention and
strengthens our competitive advantage. For instance, in launching a new food and beverage
product, we use smart tagging technology to help a potential client target audiences more
precisely and automatically generate online marketing content. Based on feedback gathered
from our marketing intelligence application software, we estimate in-store conditions and use
real-time linkage with regional and store-level supply chain management systems to optimize
the client’s order replenishment planning, raw material supply, and dynamically update store
staff scheduling, achieving seamless coordination from marketing to operations. We believe the
construction of a rich product portfolio and the integration of marketing and operational
intelligence data will drive the sustainable development of our data intelligence business.
Large and Loyal Client Base Creating Strong Network Effect
We have adopted a top-down client development strategy, initially targeting top market
participants in each industry vertical. This approach has enabled us to successfully build a
client base composed of leading market players. For the years ended December 31, 2022, 2023
and 2024, the number of our KA clients was 72, 77 and 79, respectively. For the six months
ended June 30, 2024 and 2025, the number of our KA customers was 66 and 77, respectively.
As of June 30, 2025, our client portfolio included 135 Fortune 500 companies.
Although cultivating a large, high-quality client base is challenging, as these clients have
stricter procurement processes and higher service quality requirements, we have gained their
recognition of our offerings built upon our long-term commitment and exceptional service
capabilities. As we have established robust relationships with these top-tier clients, they tend
to be loyal to the data-driven solutions they adopt, and thus our business relationships with
them are typically very stable. Our retention rate increased from 91.7% in 2022 to 93.1% in
2023, in terms of the total number of KA clients. This retention rate was 87.0% for the year
ended December 31, 2024. The decrease in retention rate from 2023 to 2024 was mainly driven
by (1) the phase out of industry solutions, which led to the corresponding decrease in retention
rate for this business line and (2) the fact that certain customized services under operational
intelligence provided to a limited number of former KA clients are not recurring on a yearly
basis, resulting in such clients contributing no revenue in 2024. The latter reason is a temporary
result of our standardized product-focused strategy within the operational intelligence domain
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as we exercise greater caution in signing customized service contracts while actively enhancing
the development and sales of our standardized products. Our retention rate was 84.4% and
89.9% for the six months ended June 30, 2024 and 2025, respectively.
Leveraging the deep industry knowledge and data accumulated through our cooperation
with existing top-tier clients, along with the standardized product portfolio we developed
during these collaborations, we have created a strong network effect of data and clients. This
network effect enables us to provide new clients with more precise data analysis and superior
product performance, significantly enhancing our appeal and client acquisition capabilities
among small and medium-sized clients. For example, as Miaozhen Systems is widely
recognized by enterprises, advertising agencies and media platforms, its analytical results in
relation to advertising traffic monitoring and invalid traffic detection have become a reference
for settlements between most media platforms and their enterprise clients. For details on the
technologies used in our Miaozhen Systems, see “Business—Our Core
Competencies—Integrated Multimodal Data” and “Business—Our Core Competencies—Key
Technologies.” As a result, new entrants in the marketing field often choose us as their
preferred service provider for marketing intelligence, owing to the industry-wide adoption of
our products and our solid reputation. We firmly believe that our deep industry expertise,
network effects, exceptional service quality, and continual product innovation will allow us to
expand our market share, achieve sustainable business growth, and enhance our long-term
brand value.
Experienced Management with Deep Industry Expertise and Supportive Corporate
Culture
We have a highly stable, professional, and diverse management team. Our management
team has extensive experience, averaging over 23 years of professional experience in enterprise
services, the internet, and other related fields. Our founder, chief executive officer, and chief
technology officer, Mr. Minghui Wu, has over 20 years of experience in software development
and algorithm research. He holds more than 180 patents and 40 patent applications
domestically and internationally. Entrepreneurship is in Mr. Wu’s DNA—he started his
entrepreneurial journey in 2006, founding our Company while pursuing his Master’s degree at
Peking University, and has been leading our Company ever since. Mr. Wu is currently pursuing
a Ph.D. degree in electronics and information from Peking University.
Our co-founder, president, and chief financial officer, Mr. Ping Jiang is a management
veteran with a strong technical background. He has led our teams to complete multiple rounds
of financing and two major acquisitions and has abundant experiences leading strategic
investments in several enterprises. Mr. Jiang holds a Bachelor’s degree in Computer Science
from Peking University, an EMBA from Guanghua School of Management of Peking
University, and is currently pursuing a Ph.D. in Engineering at Peking University. Our chief
customer officer, Ms. Jie Zhao, has over 20 years of experience in media and marketing. She
is well-versed in traditional media research methods and models both domestically and
internationally, and actively explores marketing practices and developments in the digital age.
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Our experienced management team has fostered an exceptional corporate culture.
Specifically, our corporate culture encompasses integrity and honesty, facilitation of client’s
success, full commitment, continuous innovation, and collaboration for mutual success. As a
data intelligence company, upholding integrity and honesty is our top priority. We believe that
only through full commitment and continuous innovation can we contribute to client’s success
and realize collaborative and mutual success with all partners in the ecosystem and industry
chain.
OUR STRATEGIES
We are committed to helping enterprise clients improve efficiency and facilitate
innovation through innovative and intelligent technologies and becoming a global leader in
data intelligence. To achieve these objectives, we intend to pursue the following strategies:
Reinforcing Our Leading Position in Research and Development, Attracting More Talents
and Industry Experts in the Fields of Big Data and Artificial Intelligence
As a tech-driven company, we believe that the big data and AI industries are in a period
of rapid development. Continuously strengthening the research and development of leading
technologies and innovative products is essential for us to maintain our market leadership and
drive ongoing innovation. We intend to continue to intensify our research and development
efforts across our three core technologies, fortify our technological foundation, and promote
industry and technological growth.
For data intelligence, we plan to continue to strengthen the integration and inference
capabilities of multimodal data in various sub-industries, increase investment in large models
in marketing and operations, and continue to develop and optimize vertical large models
tailored to specific application scenarios. We aim to develop various AI agents to transform
enterprises’ marketing and operational processes more deeply. In the area of enterprise
knowledge graph, as industries evolve, we plan to continue to build and iterate industry-
specific knowledge graphs by deeply engaging with existing and new clients across industry
verticals. This will allow us to collaboratively create “industry brains” with data intelligence
technology. Regarding data privacy, in response to the growing diversity of data types and data
collection scenarios, we intend to strengthen our research and development in data encryption
and desensitization technologies, obtain related patents, and ensure secure data usage.
Meanwhile, we plan to increase our talent pool in data science and artificial intelligence.
We have established an industry expert database and a marketing academy to facilitate
exchanges and cooperation with top talents in the marketing field. We are also collaborating
with top universities such as Peking University on AI research and development projects. Our
aim is to attract more professionals with extensive knowledge in big data, artificial
intelligence, and knowledge graph technologies, along with deep industry understanding and
rich experience in various application scenarios, to join our team. Together, we will explore
future-oriented technology research areas and drive the continuous iteration of our core
technologies and products.
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Building a Data Intelligence Product Ecosystem and Service Loop and Continually
Expanding Business Landscape
Utilizing our technological foundation, namely, our data intelligence, enterprise
knowledge graph, and data privacy plan is to develop both standardized and innovative
products in marketing and operational intelligence based on industry knowledge, integrate
more multimodal data from various sectors, and link AI-generated decisions with execution
systems across different industries. By leveraging highly intuitive AI agents and co-pilots, we
aim to achieve comprehensive intelligence and full automation in enterprise marketing and
operations.
For marketing intelligence, we plan to continue to enhance our product line’s capabilities
in data monitoring, analysis, insight, prediction, and optimization for advertisements. We
intend to leverage large marketing models to drive the creation of marketing strategies and
content, generate enterprise marketing reports, and support Miaozhen Systems in transitioning
from identifying and analyzing consumers (“Who”) to influencing consumers with content
(“What”). Furthermore, we will increase investments in RTA products throughout the
advertising placement cycle, establishing a comprehensive, closed-loop marketing intelligence
process.
By leveraging open-source LLM such as DeepSeek and integrating industry-specific
knowledge and data from our marketing and operational business, we continuously refine
DeepMiner, a trusted business intelligence agent and next-generation enterprise AI assistant
powered by our proprietary models Cito and Mano. This approach enables generative AI
technology to authentically simulate the task decomposition and reasoning decision-making
processes that humans undertake in marketing and operational scenarios and enable human-like
software interactions. As a result, we expect to further empower enterprises across the entire
marketing and operational lifecycle and significantly enhance their marketing and operational
efficiency and effectiveness. For details on DeepMiner, see “—Large Model
Products—DeepMiner.”
Regarding operational intelligence, we plan to continue to refine our products across all
aspects of sales, service, operations, maintenance, training, office automation enhancement,
and knowledge base management, all surrounding the core values of people, merchandise, and
space. Leveraging our conversational intelligence technology and AI capabilities, we aim to
further integrate technology, knowledge, and data within the operational intelligence product
line, creating a unified solution. We plan to continue iterating the smart store operating system,
enhancing Xiaoming Co-pilot to make it a versatile assistant throughout the operational cycle,
providing enterprise employees with a more holistic data intelligence work experience.
Additionally, we intend to explore more industry verticals, expanding the number of offline
stores that we serve, acquiring broader and more diverse data to optimize our models, and
establishing a virtuous cycle for operational data and our operational intelligence business
growth.
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We expect to integrate our operational intelligence and marketing intelligence product
lines at both the data and technology levels through iterative enhancements of our technology
base, creating a unified decision-making “brain.” By connecting existing clients’ systems with
external platforms, we aim to establish a unified action command system, enabling artificial
intelligence throughout the entire operational process. At the same time, we intend to further
expand our product portfolio and client base through strategic investments, mergers, and
acquisitions that are closely aligned with our data intelligence business and can contribute
innovative, high-growth potential products and technologies to our portfolio. This approach is
expected to further solidify our market share and position in data intelligence.
Continuously Building Our Fair, Transparent, Trustworthy and Diversified Data
Ecosystem
We plan to continue exploring and mining data from various business processes with our
industry clients, aiming to achieve full-process multimodal data integration that better serves
their needs. This approach will enable the creation of industry-specific data knowledge bases
and knowledge graphs. By leveraging our industry expertise and data leadership, we intend to
enhance the effectiveness of our data and client networks.
With our technical foundation, we seek to facilitate cross-industry sharing of generated
industry data insights and knowledge graphs, optimizing intelligent decision-making for
enterprises from multiple dimensions while ensuring compliance and protecting client
interests. We also plan to strengthen relationships with external data partners, such as media
and telecommunication operators, to enrich our data acquisition channels and continuously
improve the data dimensions required for data intelligence business operations.
Building on our long-standing commitment to fair and ethical service and our solid
industry reputation, we aim to collaborate with clients and industry partners to establish a fair,
transparent, trustworthy, and diversified data ecosystem. This initiative will elevate the
sophistication of data insights and intelligentization capabilities across the industry. Through
the construction of this data ecosystem, we expect to further solidify our leading position in the
field of data intelligence.
Enhancing Our Expertise in Data Ethics and Leading the New Standards for Data
Security
As a company with data as its core competitive advantage, we believe that data security
and data ethics are of utmost importance to our growth and industry development. We have
already established multiple data security measures to safeguard our operations. For marketing
intelligence, we require all media platforms we work with to explicitly state in their user
privacy terms that users authorize us to process their data, which is then anonymized and
encrypted. Furthermore, we were the first in industry to adopt privacy-enhancing technologies
in online advertising measurement solutions, starting as early as 2017. In terms of operational
intelligence, we use advanced technology to ensure that data can be processed locally without
the need for uploading it to the cloud. For voice recognition, we do not collect personal
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voiceprint information from customers, nor do we store original audio data. The original audio
data undergoes desensitization, voice alteration, and encryption, and is regularly deleted in
accordance with customers’ requirements, rendering it irrecoverable. These measures
significantly minimize the risk of personal data misuse or leakage.
We will continue to uphold the highest standards of professionalism in data security and
data ethics. By collaborating with top-tier clients, including our KA clients, we aim to maintain
our widely recognized capabilities in data security. Additionally, we remain committed to
complying with industry regulations and actively participating in the creation and
implementation of data security and ethics standards. We believe that data privacy aligns
closely with our commercial interests, and that client’s trust is the foundation of our data access
across various business scenarios. Over the years, our rigorous standards for data privacy
protection have received widespread recognition from both the industry and our clients.
Moving forward, we expect to continue operating in compliance with laws and regulations,
working alongside regulatory agencies and industry partners to explore and enhance data ethics
and security standards. In doing so, we strive to lead the industry toward continued growth
under robust privacy protection practices.
Strategically Focusing on Large Clients to Set Industry Standards and Broadening Our
Client Base to Drive Industry Best Practices
We believe that large, high-quality clients possess the most complex and advanced
knowledge in their industries and have the most pressing digitalization needs. They have a deep
understanding of market trends and customer requirements. Through in-depth collaboration
with these clients, we can gain a profound understanding of industry dynamics and challenges,
accurately identify market trends, enhance our industry knowledge, and strengthen our
knowledge graph. Furthermore, by leveraging the best practices co-created with these clients
that are leader in their respective industries, we can swiftly expand our presence across
different industry verticals, aspiring to become an industry benchmark as more clients adopt
our products and solutions. Since our inception and up to June 30, 2025, we had served over
135 Fortune 500 companies. Moving forward, we plan to continue to focus on leading
enterprises in various sectors, fully participating in their marketing and operational processes,
extracting industry knowledge, and, with the support of continuously updated AI technology
and product development capabilities, proactively developing standardized new products and
solutions with universal industry applications.
The overseas expansion of Chinese consumer goods companies represents a significant
trend for the future. Drawing on our extensive experience in serving multinational enterprises,
distinct product capabilities in marketing and operational scenarios, and expertise in data, we
are well positioned to swiftly assist clients in establishing and solidifying international
presence and achieving rapid business developments in the AI era. We are committed to
strengthening our business collaborations with domestic consumer brands that have the
potential to become global leaders, supporting them in achieving substantial business growth.
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Our extensive experience in serving global conglomerates, combined with our integrated
marketing and operational data intelligence products and solutions, can help our clients
replicate their success stories in enhancing operational efficiency in China to overseas markets.
We also expect to rely on our own business expansion to further strengthen client loyalty and
support our international growth. For example, one of our beauty and skincare clients has
maintained close cooperation with us in marketing intelligence business. Recognizing our
value, the client recommended our services to their North Asia division, leading to successful
cooperation and supporting their digital marketing efforts in that region.
Additionally, we are actively expanding our market channels and using flagship products
that are provided to leading clients to empower small and medium-sized clients, thereby
continually broadening our client base. Through participation in industry exhibitions, hosting
technical seminars, and publishing product white papers, we consistently enhance our brand
awareness and market influence. By fostering deep collaboration with partners, we share
resources, complement each other’s strengths, and jointly explore new market opportunities.
Additionally, we have established a comprehensive client service framework aimed at
improving client satisfaction and loyalty, driving word-of-mouth promotion, and enabling
continued client engagement.
OUR BUSINESS MODEL
Leveraging our core technologies and industry insights, we offer data intelligence
products and solutions, covering marketing and operational intelligence and encompassing
online and offline scenarios. We are dedicated to transforming enterprises’ marketing and
operational strategy design and decision-making processes leveraging large models, industry-
specific knowledge, and multimodal data.
Guided by the principle that the future of business decision-making is data-driven, over
the years, we constantly monitor the emerging data sources, develop novel technologies, and
craft innovative products and solutions that operate on these data and technologies. We stay
abreast to industry trends and business needs. Capitalizing on our insights into numerous
industry verticals accumulated since our inception, we continually identify and address
industry pain points, expand our product and service offerings into new areas as business needs
evolve, and integrate industry leading technologies and novel and intelligent features into our
offerings to improve client experience. Through iterations and innovations leveraging our core
technologies, data intelligence, enterprise knowledge graph, and data privacy, we not only
reinforce our leadership in China’s data intelligence application software industry but also stay
committed to delivering advanced solutions that meet the evolving needs of modern
enterprises. The following diagram illustrates our main products and solutions, as well as their
respective functions and features.
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Marketing
Intelligence
Marketing
Effectiveness
Management
Business Data
Management
Private Domain
Operation
Management
Operational
Intelligence
People
Management
Merchandise
Management
Space
Management
Smart
Store
OS
रଢॸঞ
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Customer-owned Execution Software & Third-party External Execution Software
Xiaoming Co-pilot
The table below sets forth a breakdown of our revenue during the Track Record Period.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentage data)
(unaudited)
Revenue
Marketing intelligence /H1118/H1118/H1118/H1118803,426 63.3 752,725 51.5 730,853 52.9 322,701 57.1 354,154 55.0
Operational intelligence /H1118/H1118/H1118363,098 28.6 594,657 40.7 522,813 37.9 229,960 40.7 268,521 41.7
Industry solutions /H1118/H1118/H1118/H1118/H1118/H1118102,741 8.1 114,591 7.8 127,716 9.2 12,430 2.2 21,107 3.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,269,265 100.0 1,461,973 100.0 1,381,382 100.0 565,091 100.0 643,782 100.0
The table below sets forth a breakdown of our gross profit/(loss) and gross profit/(loss)
margin during the Track Record Period.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentage data)
(unaudited)
Gross profit/(loss)
Marketing intelligence /H1118/H1118/H1118/H1118555,680 69.2 548,193 72.8 535,323 73.2 225,756 70.0 266,468 75.2
Operational intelligence /H1118/H1118/H1118116,010 32.0 168,432 28.3 179,394 34.3 64,169 27.9 93,487 34.8
Industry solutions /H1118/H1118/H1118/H1118/H1118/H11184,049 3.9 16,017 14.0 (2,023) (1.6) (3,812) (30.7) 150 0.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118675,739 53.2 732,642 50.1 712,694 51.6 286,113 50.6 360,105 55.9
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The following table sets forth our major products and solutions as of the Latest
Practicable Date:
Product and Solution Positioning and Features
Marketing Intelligence
Miaozhen Systems /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The first and the leading marketing
intelligence application software in China
in terms of media platforms covered in
2024, according to Frost & Sullivan. It
integrates media spending optimization,
social media management, and customer
growth software to drive marketing
effectiveness across digital and out-of-
home channels such as billboards and
digital screens.
Private Domain Tools Based on the
Tencent Ecosystem /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A comprehensive platform that empowers
enterprises to manage customer
interactions in private and public domains
via WeCom and Weixin. It offers customer
acquisition, content generation, sales
conversion, CRM, and performance
analytics.
Jinshuju /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118A no-code data collection and management
platform enabling businesses to enhance
operational efficiency through creating
custom forms and automating workflows
across various use cases such as surveys,
registrations, and online order placements.
Operational Intelligence
Smart Store Operating System /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118An intelligent system offering various
functions and features designed to achieve
end-to-end intelligent operations by deeply
digitizing and automating the service
process of the three key elements of store
operations and management: people,
merchandise, and space.
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Product and Solution Positioning and Features
Industry Solutions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tailored AI solutions provided to clients in
sectors such as finance, manufacturing, and
rail transit, which centralize and analyze
multi-source data using knowledge graphs,
uncovering hidden patterns in data and
improving decision-making.
MARKETING INTELLIGENCE
Our marketing intelligence application software primarily refers to our flagship product,
Miaozhen Systems, which provides a full spectrum of solutions covering media spending
optimization, social media management, and customer growth, supplemented with private
domain tools that assist in marketing based on the Tencent ecosystem, and Jinshuju, a no-code
data collection and management platform tailored for businesses. For the years ended
December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, our
marketing intelligence application software generated a total revenue of RMB803.4 million,
RMB752.7 million, RMB730.9 million, RMB322.7 million and RMB354.2 million,
respectively.
Our clients for marketing intelligence application software comprise mainly enterprises
mainly in consumer goods, food and beverage, automotive and 3C industries, which operate
both online and offline businesses and aim to reach customers, build or strengthen brand image,
achieve sales conversion and realize business growth through different combinations of our full
spectrum of marketing intelligence products; with a smaller proportion of advertising agencies,
which aim to assist enterprises in the formulation and execution of marketing strategies from
generating creative ideas and target group insights to media budget allocation and procurement,
and media platforms, which provide platforms for consumer traffic and mainly benefit from our
products in advertising campaign monitoring. The following table sets forth a breakdown of
revenue from Miaozhen Systems by the types of clients in absolute amount and as a percentage
of revenue from Miaozhen Systems for the years indicated:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in RMB thousands, except for percentage data)
(unaudited)
Enterprises /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118546,924 76.0 509,378 75.7 488,022 74.3 203,730 71.5 227,974 72.1
Advertising Agencies /H1118/H1118/H1118/H1118128,563 17.9 113,653 16.9 126,432 19.3 54,876 19.3 62,373 19.7
Media Platforms /H1118/H1118/H1118/H1118/H1118/H1118/H111843,780 6.1 49,616 7.4 42,178 6.4 26,423 9.3 25,676 8.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118719,267 100.0 672,647 100.0 656,632 100.0 285,029 100.0 316,023 100.0
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Enterprises, advertising agencies and media platforms have historically experienced the
following unserved or underserved needs:
 Effectiveness of Marketing Content and Performance Measurement. Enterprises
face difficulties in optimizing marketing content for distribution. They lack tools to
identify which content types resonate most with their audiences. In addition,
enterprises and advertising agencies are concerned about the reliability of marketing
performance measurement due to issues such as fake or invalid traffic. These
inaccuracies undermine trust in performance metrics, complicating decisions about
media spend and strategy optimization.
 Low Cost Efficiency in Marketing Channel Selection. Enterprises and advertising
agencies face high costs associated with marketing campaigns, particularly due to
the inefficiencies in media spending optimization across digital, social, and
traditional media channels. They lack tools to identify which influencers, such as
key opinion leaders (KOLs) or key opinion consumers (KOCs), can best amplify
their or their clients’ brand messaging.
 Quality and Actionability of Market Insights. Enterprises often find that existing
marketing intelligence products do not provide in-depth, actionable insights into
behavior of diverse customer groups and market trends. The lack of relevant insights
hinders their ability to tailor marketing strategies effectively, resulting in missed
opportunities to engage target audience and drive conversions.
 Data Collection and Management. Enterprises often struggle with managing
fragmented data from multiple marketing channels, such as social media, digital
advertising, and offline activities. This fragmentation complicates the aggregation
and analysis of online and offline data in real time, making it difficult to form a
comprehensive and unified view of customer behavior and preferences for customer
retention and growth.
 Limited Feedback Collection and Customer Engagement Tools. Enterprises often
lack the necessary tools to systematically collect and analyze customer feedback
across various touchpoints. This deficiency prevents them from effectively refining
their products and services based on real-time feedback, leading to less satisfactory
customer experience and loyalty.
Our marketing intelligence products, including Miaozhen Systems, private domain tools,
and Jinshuju, are designed to comprehensively address the pain points faced by our clients.
Integrated with our proprietary domain-specific knowledge graph technologies combined with
LLM and “event,” “time,” and “space,” MLLM, HRAG and HMLLM, Miaozhen Systems helps
select effective marketing channels and craft effective marketing content for enterprises and
advertising agencies servicing the enterprises to boost brand awareness, accurately promote
products to target audience group. It also empowers clients with multimodal data integration,
enabling them to manage content, behavioral, and performance data effectively across multiple
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channels and achieve reliable and accurate marketing data measurement. Moreover, leveraging
our data-based AI-driven decision-making capabilities, Miaozhen Systems generates quality
and actionable insights, and help our clients manage customer growth. Our private domain
tools based on the Tencent ecosystem, meanwhile, provide robust solutions for personalized
customer engagement, helping businesses manage customer interactions efficiently across both
private and public domains. Jinshuju further supports these efforts as a no-code data collection
and management platform, simplifying data management with customizable tools for form
creation, workflow automation, and seamless integration with other enterprises’ systems.
Together, these marketing intelligence products empower our clients to optimize their
marketing strategies, enhance customer relationships, and achieve superior returns on their
marketing related investments.
Our Flagship Product—Miaozhen Systems
Launched in 2008 during the digital marketing boom, our Miaozhen Systems originally
focused on online advertisement measurement and media spending allocation. With its
excellent performance, Miaozhen Systems quickly earned accolades from clients and became
China’s first and the largest omnichannel media spending optimization platform according to
Frost & Sullivan. Miaozhen Systems has transformed the media spending decision-making
processes for enterprises and advertising agencies and built trust between them and the media.
By analyzing massive amounts of user behavior data across various channels, Miaozhen
Systems enables our clients to optimize their digital and out-of-home advertising, enhance
marketing efforts on social media platforms, and manage and utilize data to drive customer
engagement and growth.
Miaozhen Systems provides a suite of three integrated software products that offer
cross-domain marketing measurement, insights, and optimization services to enterprises. These
solutions—media spending optimization software, social media management software, and
customer growth software—work together to enhance marketing effectiveness and efficiency
across multiple channels. Clients have the option to select any of the software provided by
Miaozhen Systems that best suit their business needs.
 Media Spending Optimization Software. This software enables enterprises to
optimize their digital (including PC, mobile, and over-the-top (OTT)) and out-of-
home advertising. It offers services such as AI-powered strategic budget
optimization, precision advertising placement at scale, and advertising performance
monitoring. By leveraging advanced AI and real-time data analysis, it helps our
clients refine their media strategies and maximize return on investments.
 Social Media Management Software. This software evaluates and enhances
marketing efforts on social media platforms. It provides tools for assessing
campaign effectiveness, identifying key influencers, and generating actionable
insights through advanced data analytics and AI. This software helps clients
optimize social media strategies, improve engagement, boost brand awareness, and
facilitate product innovations.
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 Customer Growth Software. This software helps enterprises manage and utilize
data to drive customer engagement and growth. It includes modules for customer
data management, marketing automation, and comprehensive analytics, enabling
personalized marketing campaigns and deeper customer insights. It is particularly
effective for managing membership programs and optimizing data-driven marketing
activities.
Each of these software solutions is supported by robust data collection, integration, and
analysis capabilities, enhanced by advanced AI applications. Together, they provide a
comprehensive approach to optimizing marketing efforts across public domain advertising,
social media, and private data management.
The following diagram illustrates the positioning of Miaozhen Systems, its main services
offered to clients, and the capabilities of each application software under Miaozhen Systems:
Measuring
 Insights
 Optimization
Media Spending Optimization Social Media Management Customer Growth
AI-powered Strategic Budget Optimization
Precision Advertising Placement at Scale
Social Listening and
Consumer Intelligence
Influencer Marketing
Analytics
A trustworthy, intelligent marketing platform
which empowers corporate branding and marketing efficiently and effectively
Full-spectrum Customer Data
Integration
Marketing Automation and
Multi-Channel Engagement
Brand Marketing Performance
Analytics and VisualizationAdvertising Performance Monitoring
Positioning
Solutions
Capabilities
Media Spending Optimization Software
Miaozhen Systems’ media spending optimization software is a comprehensive digital
marketing platform that helps enterprises and advertising agencies servicing the enterprises
better plan and allocate budgets for different media channels. By monitoring advertising traffic
and measuring advertising data on multiple channels instantaneously, the software enables
enterprises and advertising agencies to optimize their digital (including PC, mobile, and
over-the-top (OTT) such as media streaming platforms) and out-of-home advertising efforts.
Through analyzing massive amount of user behavior data across various channels, including
online advertisements, out-of-home advertisements and live TV advertisements, the media
spending optimization software enables our clients to plan their marketing strategies cost
effectively, deliver advertising content through the desired distribution channel to their target
audience, track user activity on one integrated platform, and comprehensively measure
advertising performance, ultimately optimizing media spending outcomes.
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Our media spending optimization software utilizes historical and real-time advertising
data and advanced data analytics and AI capabilities to optimize clients’ marketing strategies,
facilitate delivery of advertising campaigns across channels, and monitor the effect of
advertising campaigns.
The following diagram illustrates the service flow and fund flow between different parties
involved in the provision of our media spending optimization software:
Advertising spendings
AI-powered strategic budget optimization,
precision advertising placement and advertising
performance monitoring application and service
Forecasting and budget
allocation application
and service
Enterprises
 Media Platforms
Media Spending Optimization Software
Advertising
 spendings
Advertising Agencies
(1) Service Fee
(2) Software License Fee
Service Flow
Fund Flow
Advertising spendings
Technical service
Service Fee
Advertising spendings
(1) Service Fee
(2) Software License Fee
Note:
* Technical service provided to media platforms include geographic calibration and anti-fake traffic data
services.
AI-powered Strategic Budget Optimization
Leveraging AI, we provide marketing strategy optimization services designed to
strategically optimize clients’ marketing expenditures while achieving the desired marketing
impact. When a client’s budget is fixed, we offer the client an optimal budget allocation plan
across various media channels to maximize reach. Conversely, when a client has a specific
reach objective, we aim to minimize the budget required to meet that target. Leveraging
extensive, long-term data insights across multiple industries, cross-media platforms, and
numerous Internet users, we offer precise predictions of marketing campaign performance
tailored to specific marketing objectives. By utilizing historical client data or industry average
data, the software provides clients actionable insights that drive targeted marketing strategies.
This advanced predictive capability ensures that enterprises and advertising agencies that serve
enterprises can make informed decisions to optimize their marketing efforts and achieve their
goals effectively. Furthermore, the software can perform probability and spatial de-duplication
based on specified media combinations, calculating how frequently each user views ads on
each platform under different media mixes. This capability effectively helps estimate the
potential reach and impact of the media combinations selected by our client, allowing for more
accurate performance forecasting and budgetary strategic planning.
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Precision Advertising Placement at Scale
We provide programmatic advertising services that facilitate precise placement of
advertising campaigns. Harnessing advanced data analytics, AI models, and robust data privacy
technologies, we provide enterprises and advertising agencies with seamless access to diverse
digital channels for precise audience targeting and thereby enables effective placement of
advertising campaigns, optimizing marketing performance metrics and return on ad spend with
transparency and simplicity. Through our services, our clients can assess and refine campaigns
in real time, enhancing delivery efficiency and allowing timely adjustments to optimize
advertising effects. By maintaining a neutral position and not participating in media buying, we
ensure transparency and foster a mutually beneficial ecosystem for the media, enterprises,
advertising agencies, and consumers. our precision advertising placement services enhance
conversions and ROI for enterprises and advertising agencies by delivering measurable results
while ensuring a positive consumer experience with relevant, non-intrusive ads. At the same
time, the media gains improved ad revenues through better ad targeting and ad space
optimization. We also implement data security frameworks to ensure that all stakeholders can
engage in a secure and transparent environment, ultimately creating a win-win situation for
everyone involved. We recently launched RTA, a cross-platform AI-based advertising
placement tool to help clients select advertising inventory in real time and reach the most
relevant audience with tailored content, by leveraging their first-party data and our real-time
optimized placement algorithm. This system continuously monitors performance in the
backend, feeds data back to the large model, and dynamically adjusts marketing strategies and
content to achieve optimal results.
Advertising Performance Monitoring
We provide real-time visibility into key performance indicators such as impressions,
clicks, and conversions through our advertising performance monitoring services. Through
continually analyzing campaign performance and identifying trends and patterns, we enable
enterprises and advertising agencies to have better visibility of their advertising performance
and thereby to make data-driven adjustments and optimizations. In addition, we enable media
platforms with data analysis services, including audience geographic calibration and anti fake
traffic data services to help them optimize their ad inventories. Fake traffic has always been
an industry pain point that obscures enterprises’ evaluation of their marketing effectiveness and
efficiency, with about 30% of internet traffic in 2024 being invalid or fake according to Frost
& Sullivan. Integrating our proprietary AI-powered technology, our advertising performance
monitoring services enable comprehensive detection of invalid and fake traffic covering PC,
mobile, and OTT, and significant improvements in ad measurement accuracy. This includes
identifying suspicious patterns and characteristics such as IP anomalies, abnormal click-
through rates, unusual geographic locations, continuous exposures, excessive exposures,
device model mismatches, device code/ID mismatches, and log anomalies using our advanced
traffic signature encryption and authentication technologies. We also collaborate with major
device manufacturers to obtain lists of device MAC addresses, establishing the industry’s first
OTT TV monitoring whitelist, according to Frost & Sullivan. Leveraging our extensive data
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resources and industry-wide collaboration to aggregate and analyze diverse data, we provide
robust evidence to help enterprises and advertising agencies mitigate losses and enhancing
advertising monitoring accuracy and efficiency.
As of June 30, 2025, our advertising performance monitoring services can track a
comprehensive array of indicators including impression, unique visitor, click, clicker,
impression frequency, click frequency, geographical distribution, 24-hour trend, reach, target
audience analysis, demography, media overlap, and more.
Our advertising campaign monitoring capabilities are also well recognized by the
industry. We are the first data intelligence company in China to be recognized by the Media
Rating Council of General Invalid Traffic (GIVT) compliance and the first company in China
to also receive Trustworthy Accountability Group (TAG) certification, which are recognitions
required by many top global advertisers when selecting ad measurement service provider,
according to Frost & Sullivan. These endorsements make Miaozhen Systems the preferred
choice for all major media platforms and top brand advertisers in China, who depend on precise
media performance measurement tools for verifying advertising expenditures, thereby
improving their marketing strategies.
Illustrative Example: Formulating and Refining Marketing Strategies Through Media Spending
Optimization Software
The below steps illustrate how our media spending optimization software empowers a
client from any industry vertical to formulate marketing strategies balancing its budget and
desired marketing impacts, execute advertising placements, track performances, and refine its
marketing strategies in real time based on our data intelligence capabilities.
1. Marketing Strategy Analysis: An enterprise begins by setting marketing objectives
such as media platform, ad format, target audience, geographic focus, purchase
method and desired exposure frequency per person, among other parameters, as
illustrated in Figure 1 and the top right corner of Figure 2. Based on these
parameters, we perform a comprehensive sensitivity analysis of various marketing
strategies, calculating the optimal media spending allocation plan tailored to achieve
the client’s specific goals. The table at the bottom of Figure 2 indicates the projected
advertising budget allocation calculation results, reach or target audience impression
(TA IMP), based on the inputs of IGRP and N+. Two types of actionable insights can
be generated after the abovementioned calculations. First, an enterprise with a fixed
budget can view a spreadsheet showing different budget allocations between
selection of media platforms and ad formats to achieve the most optimal TA IMP .
Second, an enterprise can pinpoint the most efficient allocation of media platforms
and ad formats to achieve its desired reach, i.e., the total number of individuals that
have been exposed to an ad at least once during a specified period with the lowest
cost. Typically, after the enterprise reviews the media spending allocation, it will
export a schedule for advertising placement. The media spending optimization
software uses historical advertising data and advanced algorithms to ensure the
strategy aligns with the enterprise’s unique requirements, maximizing the impact of
their advertising spend.
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Customers choose media platforms
hoping to advertise on
Customers choose ad formats
Media
Ad Format
Figure 1: Choosing media platform and ad format
Customers set
parameters on
marketing
campaigns
Minimum exposure frequency requirement
Ratio of ad exposure volume to the total Internet
population within a specified period
Exposure
frequency per
person
(4)
Purchase
method
(5)
Reach ratio(1)
Total number of times an ad is displayed to the target audience
(3)
(2)
Figure 2: Viewing predictions of ad performance based on different parameters selected by
the client
Notes:
1. Reach ratio is calculated as the number of unique visitors who have been exposed to an advertisement within
a specific target audience group, divided by the total number of Internet users within that same target audience
group.
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2. IGRP is a metric for ad delivery scale. Given the same IGRP , a higher reach ratio is associated with a higher
minimum exposure frequency requirement.
3. The legend “N+” indicates how many times the reach is required to achieve the ad delivery scale and reach
ratio as indicated.
4. Exposure frequency per person refers to the number of times an Internet user views an ad or similar ads within
a specified period. For example, an enterprise can limit an Internet user to view an ad it created for a maximum
of three times per day during its new product promotion period.
5. Purchase method refers to the programmatic advertising transaction method, such as real-time bidding.
2. Campaign Planning and Placement: The enterprise or its advertising agency then
creates a detailed campaign schedule, utilizing the advertising placement schedule
exported from the previous step which factors into available media resources and the
enterprise’s budget. To ensure real-time monitoring of advertising performance, the
client can set up an ad monitoring task before placing the ads, as illustrated in Figure
3, by selecting parameters relating to ad placement. Using the campaign placement
schedule, the client sets up the advertising campaign, which guides the execution of
targeted advertising placements across various media channels.
Figure 4 shows the configuration of targeted advertising placement. The client can
select the media platforms for placing ads, fill in the ID of the enterprise and the ad
content, and configure placement strategies. Alternatively, the client can choose to
place ads generally across selected media platforms without a preset campaign
placement strategy. During this process, our software programmatically bids the ad
space per client’s specifications and facilitates the delivery of ads to the defined
target audience, taking into account parameters such as frequency, location, and bid
price to optimize campaign reach and performance. The output after setting up the
parameters in Figure 4 is an ad monitoring task for the client’s planned campaign,
which we will track on a real-time basis to calculate and generate outputs regarding
the campaign performance.
Figure 5 illustrates the advertising placement status on various media platforms,
with the option to create new ad space for advertising placement, and suspend or
terminate existing placement tasks. This allows the client to track the ongoing
placement status and make necessary adjustments as needed.
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Calculation Type
Campaign Type
Placement Type
Device Type
App Type
Country
Clients can choose to associate the
campaign performance with PC or
mobile devices, or associate the
campaign performance with individuals
Figure 3: Setting up ad monitoring task
Select the media platforms for placing ads
Fill in the ID of the enterprise and the ad content
Configure placement strategies
Weight
Bidding strategy
Target audience
Excluded audience
Figure 4: Configuring targeted advertising placement
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Option to create new ad space for advertising placement
Suspend or terminate existing placement tasks
Figure 5: Executing and tracking targeted advertising placement
3. Real-Time Monitoring and Optimization: Once the campaign is live, the enterprise
or its agency can use our software to access real-time data on campaign
performance, including key metrics such as impressions, clicks, and conversions.
The chart in the left side of Figure 6 illustrates the impressions and unique visitors
for a campaign as of a cut off date. The chart in the right side of Figure 6 shows the
estimated impression completion rate for the campaign as of that date. The
software’s advanced technologies allow our client to detect and filter abnormal
traffic, such as fake clicks or unusual engagement patterns as shown in Figure 7. For
instance, we can efficiently detect sustained abnormal advertising behavior by the
same user over a period—such as continuous ad interactions that exceed normal
human capabilities, including high-frequency engagements during nighttime hours
or incessant clicks. This continuous monitoring ensures that the advertising efforts
remain effective and that the enterprise’s budget is spent efficiently. It can make
data-driven adjustments to its campaign as needed, optimizing delivery to maximize
return on investment.
The number
of times the
ad displayed
during a
certain period
The number of times the ad link
clicked during a certain period Click-through rate
Unique visitor, counted only once
no matter the times visiting ads
Impressions and
unique visitors
for a campaign as
of a cut off date
Estimated
impression
completion rate for
the campaign as of
that date
Figure 6: Tracking impressions, clicks, and click-through rates in real time
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Unfiltered total
exposure
Unfiltered total
click
Abnormal
exposure
Abnormal
click
Figure 7: Capturing invalid or potentially fake traffic
As of June 30, 2025, our media spending optimization software monitored traffic across
media platforms with various advertising formats across PC internet, mobile internet, OTT,
cable TV , and outdoor screens, reaching over 20 million households. As of the same date, the
software had monitored marketing campaigns for over 2,000 brands. In 2022, 2023, 2024 and
the six months ended June 30, 2024 and 2025, the retention rate of our media spending
optimization software was 100%, 100%, 96.7%, 96.7% and 100.0%, respectively, in terms of
KA clients.The fluctuations in retention rate were due to the normal attrition of certain
individual clients in relevant years, which was compensated by acquiring new KA clients. The
overall retention rate remained at a high level.
Social Media Management Software
Beginning in 2012, with the rise of digitalization of social media, we leveraged the data
capabilities garnered from our media spending optimization products and developed social
media management products designed to monitor and analyze social data from online contents
across a broad range of social media platforms and media channels. Powered by sophisticated
data analytics and AI, Miaozhen Systems’ social media management software is an all-in-one
social media management platform that, through the collection and analysis of multimodal
social data, helps enterprises evaluate the effectiveness of their marketing efforts across all
mainstream social media platforms, pinpoint valuable consumer feedback, gain insights into
evolving industry and consumer trends, and optimize their marketing and product development
decisions.
Our social media management software leverages advanced AI decoding capabilities to
further empower enterprises in the planning, execution and refinement of social media
campaigns. With multimodal large language models, cluster analysis, and other advanced
technologies, combined with the industry insights accumulated by Miaozhen Systems over the
years, our social media management software enables enterprises to interpret diverse forms of
social media content, including text, graphic and video, beyond its textual meaning. It then
generates insights into consumer generated content and influencer content to assist in the
design of effective marketing strategies for identifying target customers, boosting consumer
engagement, fostering consumer interests in products and enhancing brand awareness and
favorability. With better understanding of the target audience on social media, the software
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provides actionable insights on the “success factors” of specific social media campaigns in
order to effectively achieve campaign performance. Relying on such insights, enterprises can
directly implement or adjust their social media campaigns or hand over to their advertising
agencies to execute these targeted and effective social media campaigns.
The following diagram illustrates the service flow and fund flow between different parties
involved in the provision of our social media management software:
Tools/Services for assessing campaign effectiveness,
identifying key influencers and generating actionable
insights through advanced data analytics and AI
Enterprises
Social Media Management Software
(1) Service Fee (2) Software License Fee
Service Flow
Fund Flow
Influencer Marketing Analytics
Under our social media management software, we provide influence marketing analytics
services covering major social media platforms and providing clients with insights into
trending topics, influencer and impacts of their sponsored contents. The software equips
enterprises with the intelligence and tools necessary to maximize their impact in the dynamic
world of social media.
When engaging in influencer content marketing, enterprises usually need to combine and
understand trending topics in social media content, select KOLs suitable for their campaigns,
and timely monitor the performance of each content during the campaign to make proper
adjustments and manage comments to such social media campaign. To address the needs of our
clients, we analyze the popularity of content in real time across industry, category, brand, and
content type, and thereby help enterprises align their campaign themes with key trends to
maximize engagement. We also offer powerful tools for identifying and evaluating KOLs and
KOCs who are best suited to distribute marketing content and optimize their marketing spend
across various social media platforms. By analyzing metrics such as audience persona,
engagement rates, and content performance, the social media marketing software provides
enterprises with a clear understanding of which influencers will most effectively amplify their
brand message and boost sales. Each influencer’s profile includes a detailed analysis of their
reach, commercial value, and follower trends, ensuring that businesses can make informed
decisions when selecting partners for their campaigns. Furthermore, leveraging advanced AI
and large models, the software enables the swift identification of consumer sentiment,
particularly highlighting both positive engagement and negative feedback. Another valuable
feature is that the software reminds enterprises to boost certain trendy campaigns at the right
time, extending the lifecycle of high-performing content and ensuring that impactful posts
continue to gain traction. Overall, our influence marketing analytics services enable enterprises
with a detailed review of the real impact of influencer partnerships, allowing enterprises to
assess and optimize the success of their social media investments with confidence.
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The following screenshots illustrate the key metrics of a social media influencer that our
social media management software presents to facilitate clients’ selection of the ideal candidate
for effective advertising campaigns:
A comprehensive measurement of  KOLs
regarding its commercial value, calculated using
account info and operating data for last 30 daysA comprehensive measurement of KOLs’ growth capabilities, calculated
using increase in followers and engagement of accounts
Social Listening and Consumer Intelligence
Our social listening and consumer intelligence services offered by the social media
management software are designed to help enterprises monitor and analyze extensive social
media data in real time and gain insights into consumer attitudes and behaviors. We monitor
key metrics such as post volume, interaction counts, and the proportion of positive and
negative sentiment across platforms, enabling enterprises to understand the impact of their
online presence and communication strategies for enhanced business decision-making.
At the heart of our social listening and consumer intelligence services lies the powerful
AI-driven insights. Leveraging multimodal large language models that draw from industry-
specific knowledge bases and various “modalities,” such as text, images, and video, we enable
enterprises to instantly access detailed analysis of how their products and services are being
discussed online. When users search for a specific product, a product category, or a brand, the
software provides an in-depth reputation analysis based on customer posts, revealing sentiment
patterns, common praises, and critiques.
The social listening and consumer intelligence services have been applied in many
business scenarios, including brand monitoring, competitive analysis, marketing trend
analysis, consumer insights, crisis management, and evaluation of marketing effectiveness.
 Brand Monitoring: Through our software, enterprises are empowered to monitor
brand engagement, sentiment, and discussion angles on social media in real time,
gaining timely insights into their brand image and consumer feedback.
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 Competitive Analysis: On competitive analysis, by integrating information about
competitors’ products, marketing activities, and user feedback through our
knowledge graphs, we help enterprises uncover the strengths and weaknesses of
their competitors and enables the development of more relevant and competitive
strategies.
 Marketing Trend Analysis: Delving into social media data, we assist enterprises in
deeply understanding consumer discussion angles and needs, providing data support
for product improvement and marketing strategies.
 Consumer Insights: By analyzing consumer segments, we suggest actionable
improvements and promote user-driven product innovation based on real-time data.
 Crisis Management: Through real-time monitoring of negative posts on social
media, we additionally empower enterprises the capability to promptly identify and
respond to crises, reducing potential publicity risks.
 Evaluation of Marketing Effectiveness: Finally, we evaluate marketing effectiveness
and provide reliable guidance for subsequent marketing campaigns and strategies.
The screenshot below illustrates the competitor analysis of a target product in terms of
different trending topics:
Brand A Brand B Brand C Brand D
Brand A Brand B Brand C Brand D
Customer comparing its product, smartphone of Brand A,
with its competitors, Brand B, C, D in different dimensions
Media Platforms
Illustrative Example: Facilitating Product Launch and Innovation through Social Media
Management Software
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A dairy brand seeks to explore new product ideas and enhance its product launch strategy.
Leveraging the capabilities of our social media management software, the brand can streamline
its product development process, gain deeper market insights, and achieve a faster time-to-
market.
1. Identifying Market Trends with Real-Time Analysis: The process begins with
real-time influence marketing analytics. The software identifies emerging trends
across various social media channels. For instance, it detects a surge in interest in
avocado-flavored products and reveals that consumer demand is outpacing current
promotional efforts. By providing insights into trending topics and competitive
strategies, the software uncovers valuable growth opportunities that the brand can
explore in its product development.
2. Exploring New Product Ideas with Market Insights: Building on the trends identified
by social listening and consumer intelligence, the brand gains a deeper analysis of
consumer sentiment and feedback. Utilizing advanced AI to collect data on product
characteristics, such as flavors, ingredients, price points, and consumer preferences,
the software provides statistical analyses on market dynamics, including brand
distribution and ingredient popularity, while incorporating consumer feedback to
assess the market appeal and potential risks of new product ideas. This detailed
insight helps the brand refine its concepts and align them with consumer demands.
3. Generating Audience Insights for Targeted Product Concepts: To further refine its
product concepts, the social media management software analyzes social media
interactions within the brand’s target demographic. It ranks product attributes based
on popularity and identifies key phrases that reflect consumer attitudes, providing a
clear understanding of what resonates with potential customers. These insights help
the brand confirm market potential and guide product development decisions,
ensuring that new concepts align with consumer expectations.
4. Providing AI-Driven Recommendations for Product Development: With a refined
product concept in mind, the brand can use our software to receive AI-driven
recommendations for effective product development and marketing. By searching
keywords such as “avocado,” the software presents a comprehensive analysis,
identifying related product categories (e.g., yogurt), consumption scenarios (e.g.,
“health,” “springtime afternoon tea”), and sensory experiences (e.g., “refreshing,”
“smooth”). As we offer actionable suggestions from packaging design to flavor
profiles, the brand is allowed to further align its product with current market trends
and consumer preferences. These recommendations can be directly implemented by
the brand or provided to its advertising agency for execution.
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As of June 30, 2025, our social media management products have coverage across all
major social media platforms and over 100,000 media platforms, representing the broadest
coverage in the marketing intelligence application software industry in China, according to
Frost & Sullivan. For the six months ended June 30, 2025, our social media management
products tracked around 100 million posts on social media on average on a daily basis. In 2022,
2023, 2024 and the six months ended June 30, 2024 and 2025, the retention rate of our social
media management software was 100%, 95.2%, 100%, 93.8% and 100%, respectively, in terms
of KA clients.The fluctuations in retention rate were due to the normal attrition of certain
individual clients in relevant years, which was compensated by acquiring new KA clients. The
overall retention rate remained at a high level.
Customer Growth Software
Miaozhen Systems’ customer growth software is a customer data management platform
that helps enterprises, mainly our KA clients, design more effective and targeted marketing
strategies across multiple channels. In today’s fragmented media landscape, where consumer
interactions span both online and offline environments, from digital ads and social media to
physical stores and service points, our platform provides a unified view of customer behavior,
integrating diverse data sources to offer comprehensive insights. This enables brands to
understand their customers more deeply, allowing for more personalized and impactful
customer engagement strategies. By providing a seamless, end-to-end customer engagement
journey for enterprises, our customer growth software streamlines marketing efforts, helping
enterprises achieve their goals more efficiently and with greater precision.
The following diagram illustrates the service flow and fund flow between different parties
involved in the provision of our customer growth software:
Modules for customer data management, marketing
automation and comprehensive analytics
Enterprises
Consumer Growth Software
(1) Software License Fee
(2) Technical Service Fee
(3) Operation Service Fee
Service Flow
Fund Flow
Full-spectrum Customer Data Integration
At its core, our customer growth software focuses on breaking down data silos and
enabling cross-channel engagement, allowing enterprises to enhance customer connections and
maximize the effectiveness of their marketing strategies. We offer full spectrum customer data
integration platform designed to aggregate and integrate customer data from multiple channels,
both online and offline. This platform collects data from various touchpoints, including
websites, media platforms, e-commerce platforms, point-of-sale (POS) systems, and CRM
databases such as those from our private domain tools based on the Tencent ecosystem. For
more details, please refer to “—Marketing Intelligence—Private Domain Tools Based on the
Tencent Ecosystem.” Once gathered, the data is cleansed, organized, and integrated using
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advanced identity resolution models that unify disparate data points into a single, coherent
customer profile. Through this comprehensive data integration, we empower enterprises to gain
a 360-degree view of each customer and allows enterprises to obtain actionable insights into
customer behavior, preferences, and purchasing patterns and allows sales personnel to receive
consumer labels tagging consumers based on various attributes in real time to boost sales
conversion.
Marketing Automation and Multi-Channel Engagement
Building upon the data integration capabilities, our customer growth software enhances
and automates customer engagement processes, offering enterprises the ability to interact with
their audiences across a wide variety of channels, including social media, email, SMS, and
more to equip enterprises with the tools necessary for the development of segmented marketing
strategies and tailored content and interactions targeting at numerous audiences. Our customer
growth software not only facilitates the deployment of real-time, event-driven campaigns but
also offers dynamic audience segmentation and segmented marketing strategies, allowing
enterprises to tailor their marketing messages based on individual customer behaviors and
preferences. By supporting multi-channel touchpoints, the software ensures that enterprises can
engage with customers on their preferred platforms, creating a more personalized and
responsive customer experience.
Brand Marketing Performance Analytics and Visualization
The brand marketing performance analytics and visualization feature of our customer
growth software provides a comprehensive dashboard for visualizing key marketing metrics,
such as campaign reach, conversion rates, and return on investment. Empowered by this
features, enterprises can make data-driven decisions to refine their strategies, allocate
resources more effectively, and maximize marketing impact. The software supports detailed
analysis across various channels, from digital advertising, social media to e-commerce,
allowing enterprises to assess the effectiveness of their marketing activities in real-time. This
functionality empowers enterprises to enhance marketing expenditure effectiveness and
achieve sustainable growth.
Illustrative Example: Boosting Customer Engagement with Integrated Customer Growth
Software
A fashion retailer seeks to boost customer engagement and optimize its marketing
strategies. Using Miaozhen Systems’ customer growth software, the retailer unifies customer
data, automates multi-channel marketing, and tracks campaign performance, creating a
seamless customer journey.
1. Building Unified Customer Profiles: First, the retailer uses the customer growth
software to collect and integrate customer data from various sources, including its
website, social media channels, in-store POS systems, and CRM databases. The
software creates a unified customer profile, enabling the retailer to segment
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customers based on behavior, preferences, and purchasing patterns. Additionally, the
software’s social CRM features leveraging our private domain tools based on the
Tencent ecosystem allow direct communication with customers via private domains
by sales personnel who craft customer engagement strategies based on different
consumer labels, enhancing engagement and loyalty through personalized
interactions.
2. Automating Multi-Channel Marketing: Utilizing our marketing automation and
multi-channel engagement feature, the retailer launches targeted campaigns across
social media, email, and SMS. For example, the software automatically sends
personalized messages about new collections to customers who have shown interest
in similar products. The software dynamically adjusts messages based on customer
interactions, ensuring relevant engagement without manual effort.
3. Monitoring Campaigns and Managing Customers: Throughout the campaign, the
brand marketing performance analytics and Visualization platform provides real-
time insights into reach, conversion rates, and ROI. The retailer uses this data to
identify the most effective channels and tailor its strategy accordingly.
Our customer growth software has demonstrated exceptional performance and gained
strong recognition across multiple industries, with a client base that includes many of the
world’s leading brands. Over the past few years, the platform has been adopted by top-tier
companies in sectors such as consumer goods, automotive, fashion, food and beverage,
healthcare, and more. These clients are primarily industry leaders, such as a global leading
cosmetics company, a prominent automotive manufacturer, a well-known athletic footwear and
apparel brand, and a major international beverage corporation, that rely on our software to
enhance their marketing strategies, improve customer engagement, and drive growth. The
software’s success is evident in its ability to drive sustained revenue growth and client
retention. During the Track Record Period, our customer base for customer growth software
continually expanded, adding several high-profile clients from various sectors. In 2022, 2023,
2024 and the six months ended June 30, 2024 and 2025, the retention rate of our customer
growth software was 100%, 100%, 100%, 60.0% and 87.5%, respectively, in terms of KA
clients. The retention rate decline in the six months ended June 30, 2024, was a temporary
timing issue. Due to the shorter reporting period, some revenue had not yet met the recognition
criteria, which affects half-year metrics. The full-year 2024 retention rate rebounded to 100%,
confirming the temporary nature of the dip in first half of 2024. The retention rate for the six
months ended June 30, 2025 showed an increase compared to the six months ended June 30,
2024. Additionally, many of our clients have been with us for several years, with a stable
service duration forming a solid foundation for future growth. For example, clients from
sectors such as fast-moving consumer goods, automotive, and technology have remained with
us for over five years, contributing to long-term and recurring revenue streams. This high level
of client satisfaction and engagement reinforces the value and effectiveness of our customer
growth software in delivering consistent, measurable results across various industries. Our
software’s effectiveness is further validated by its strong performance in third-party
evaluations. The platform was ranked second in the Forrester Wave APAC rankings,
positioning us as a top performer in the region.
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Key Operating and Technological Metrics of Miaozhen Systems
Over the course of more than a decade of product iterations, Miaozhen Systems has
developed over 8,600 marketing performance indicators, covering multiple dimensions of
metrics including the amount of exposure, the number of clicks, geography, media type,
creativity, and viewers demographics, offering its users with the most comprehensive
marketing measurement features according to Frost & Sullivan. As of December 31, 2024,
Miaozhen Systems was the leading marketing intelligence application software in China in
terms of media platforms covered, according to Frost & Sullivan. In 2024, Miaozhen Systems
had a renewal rate of over 90% in terms of the number of KA clients. As of June 30, 2025,
Miaozhen Systems had a client base of over 10,000 clients (including clients that directly had
a contractual relationship with us and clients who ultimately received services from us through
intermediaries that had signed contracts with us) and connected with over 4,700 media
platforms for internet traffic monitoring.
Leveraging our strong capabilities in processing and analyzing extensive multimodal
internet user behavior data accumulated over the years, we utilize advanced artificial
intelligence technologies such as natural language processing, computer vision and multimodal
large language models to continually expand and enhance the features and functionalities
offered by Miaozhen Systems.
Data collection and processing. Miaozhen Systems stands out for its ability to collect and
process vast amounts of online data, offering enterprises a thorough understanding of digital
user behavior and market dynamics. We monitor billions of interactions across a wide range of
platforms, providing an extensive overview of consumer activities. Specifically, Miaozhen
Systems processes and monitors over 5 billion ad requests, nearly 100 million posts and videos,
and data related to approximately 10 million key opinion leaders (KOLs), on a daily basis, and
is capable of processing 10 terabytes of user behavior logs at peak time. This is among the top
data processing capability in the market in terms of volume of data processed, according to
Frost & Sullivan. Miaozhen Systems’ traffic monitoring encompasses a wide range of online
activities and content types, such as posts, notes, short videos and “bullet comments,” a type
of real-time comment overlaid directly onto videos. Miaozhen Systems also boasts the broadest
coverage of media platforms and ad formats among all marketing intelligence application
software providers in China, according to Frost & Sullivan. It covers video platforms, social
media, over-the-top (OTT) media, and IoT devices and monitors more than 20 types of ad
formats. This comprehensive data collection allows businesses to identify trends, measure
campaign effectiveness, and make informed decisions with confidence.
Actionable consumer and marketing insights. Understanding consumer behavior and
market trends is critical for effective marketing, and Miaozhen Systems excels in delivering
these insights. We have tackled the difficulties in analyzing multimodal media content that has
evolved beyond text to include visual formats such as images and videos. Leveraging advanced
AI, large language models, and multimodal data analytics technologies, we successfully
navigate this complexity and further integrates these technologies with the domain-specific
knowledge graphs to derive actionable insights into market trends, consumer behavior, brand
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interactions, and competitor activities, enabling businesses to accurately target their audiences
and craft precise and effective marketing strategies. For example, by analyzing consumer
interactions across different platforms, Miaozhen Systems can identify key trends in consumer
behavior, such as emerging preferences for certain products or shifting attitude toward a brand.
These insights allow businesses to anticipate changes in the market and adjust their strategies
proactively, rather than reacting to shifts after they occur. Additionally, our platform offers a
detailed view of how consumers engage with different types of content, helping businesses
refine their creative strategies to maximize engagement and conversion rates.
Data-driven, AI-based marketing decision making. What has transformed our marketing
intelligence business in recent years is Miaozhen Systems’ ability to translate data-driven
insights into actionable marketing strategies through advanced AI technologies. By
incorporating industry-specific data and knowledge into foundational large models, we have
successfully trained specialized large models to support the rapid creation, deployment, and
optimization of marketing content, ensuring that businesses can respond quickly and
effectively to changes in the digital landscape. One of the key features of Miaozhen Systems
is its ability to automate the content generation process through AI-generated content. This
capability allows businesses to produce a wide range of creative materials, such as social media
posts, video scripts, and advertising materials including creative storylines and IP selections,
at scale and with a high degree of customization. By tailoring content to specific audience
segments, businesses can increase the relevance and impact of their marketing efforts, leading
to higher engagement and better overall performance. Once the content is deployed, Miaozhen
Systems’ real-time analytics provide continuous feedback on how it is performing. Leveraging
RTA, Miaozhen Systems’ services transformed from monitoring key engagement metrics such
as shares, comments and likes, as well as ad data such as exposure, clicks, and subsequent user
behavior in real time, among other functions, to enabling businesses to make dynamic
adjustments to their marketing campaigns and continuously sending performance feedback to
its large models for optimization in future AI-powered decision making. This iterative
approach ensures that marketing strategies remain aligned with consumer preferences and
emerging market trends, maximizing their effectiveness over time. In addition to optimizing
existing campaigns, Miaozhen Systems’ AI-driven insights also support the development of
new marketing strategies. By analyzing historical data alongside real-time trends, our platform
helps businesses identify new opportunities for growth, whether through targeting underserved
market segments, refining their product offerings, or exploring new channels for content
distribution.
Our Relationship with Media Platforms
We play a vital role in fostering a virtuous cycle between enterprises, our primary clients,
and media platforms, as marketing channels, by providing trusted services and insights through
Miaozhen Systems. Media platforms are mainly advertising channels when we provide services
to enterprises.
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Because of our professional and independent ad monitoring services to clients, media
platforms grant us access through technical means such as API to the data available on their
platforms based on mutual commercial understanding between the media platforms and our
clients. We do not enter into contractual agreements with media platforms for such data
collaboration. Instead, our standard contracts with clients explicitly stipulate that clients must
obtain the necessary authorization from media platforms to enable us to perform our services.
Based on industry practice according to Frost & Sullivan, this is typically done through the
inclusion of provisions in our clients’ agreements with media platforms that authorize us to
process the collected data for the performance of marketing intelligence services. Meanwhile,
media platforms typically display texts in the forms of user agreements or privacy policies to
their end users on their platform pages (e.g., during registration, login, and other processes)
and require end users to check the box to confirm consent. Such texts displayed by the media
platforms typically explicitly state that the media platforms will provide end users’ necessary
data to cooperative third-party vendors engaged in promotion/advertising and statistical
analysis, for the purposes of advertising/promotion decision-making, measuring and thus
improving the effective reach rate of advertisements/promotions, optimizing the delivery effect
of advertisements/promotions, and further understanding user needs. Furthermore, media
platforms typically also explicitly publish information in the Third-Party Sharing List within
their privacy policies, including the names of third-party vendors, such as Miaozhen Systems,
types of shared information, purposes of use, scenarios, sharing methods, and other details to
ensure that when third-party vendors such as us collect and use end users’ data from media
platforms, the informed consent of the end users has been obtained. For details on how we
ensure data privacy and security, see “—Data Privacy and Security Measures.”
In the event that a media platform decides to stop granting access, the enforceability of
our data access is contingent upon the agreements between the clients and the media platforms.
Should access be revoked, it could impact our ability to provide marketing intelligence services
to the clients, potentially affecting our operations. That said, we believe that the likelihood of
media platforms not granting us data access is low. Such incident has never occurred since we
established relevant business connections with media platforms. In addition, the decision
regarding whether or not to grant data access is not made unilaterally by media platforms but
instead subject to mutual agreement among media platforms and enterprises, which is a
commonly adopted commercial arrangement. In this context, our authorization by media
platforms to have data access is grounded in the commercial consensus between enterprises and
media platforms. Therefore, the possibility that media platforms cutting off data access leads
to enterprises directly pursuing claims against us, thereby causing significant adverse impacts
on our business operations, is minimal.
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For the years ended December 31, 2022, 2023 and 2024 and the six months ended
June 30, 2025, Miaozhen Systems through technical means connected with 729, 501, 491 and
425 media platforms with advertising monitoring activities. The declines in the number of
media platforms during the Track Record Period were primarily due to several factors. Firstly,
some less mainstream media platforms gradually went out of business due to competitive
pressures. This trend was particularly pronounced during the pandemic, when many advertisers
reassessed their campaigns and focused their spending on mainstream media. Additionally,
there was a noticeable concentration of media platforms over time, resulting in advertisers
increasingly focused on a smaller number of leading platforms and further contributing to the
reduction in the number of media platforms connected to Miaozhen Systems.
Our collaboration with media platforms is essential for delivering comprehensive and
effective media spending optimization, social media management and customer growth
services under Miaozhen Systems. By connecting with media platforms through technical
means, we facilitate the flow of data and insights that enterprises rely on for their advertising
strategies. This connection not only enhances the value we provide to enterprises but also
strengthens the media platforms’ ability to attract and retain advertising budgets. This is
achieved as our ad monitoring services verify the performance of media platforms, for
example, whether the media platforms have met the target exposure requirement imposed by
enterprises, among other functions, thereby fostering trust between enterprises and media
platforms.
For risks related to our relationship with media platforms, see “Risk Factors—Risks
Relating to Our Business and Industry—If we are unable to sustain our strong relationship with
media platforms, our business and results of operations may suffer as a result.”
Private Domain Tools Based on the Tencent Ecosystem
The ability to effectively manage and engage with customers across both private and
public channels is crucial for business success in today’s digital era. Our private domain tools,
primarily represented by Weiban, are specifically designed to empower enterprises of various
scales to optimize these interactions through a comprehensive platform operated on both
WeCom, a communication platform for enterprises, and Weixin, a communication and social
networking service for individual users. By integrating functionalities such as customer
acquisition, content generation, sales conversion, customer relationship management, and
performance analytics, our platform offers a holistic solution that spans the entire customer
engagement journey—from private domain interactions to public content dissemination.
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The following diagram illustrates the service flow and fund flow between different parties
involved in the provision of our private domain tools based on the Tencent ecosystem:
Individuals Enterprises
Interactions via Weixin or WeCom
Add-on Tools
Customer acquisition, content generation, sales
conversion, CRM and performance analytics
(1) Software License Fee
(2) Technical Service Fee
Service Flow
Fund Flow
Key functionalities of the private domain tools include:
 Customer Acquisition, Engagement, and Growth : The platform helps businesses
attract new customers to private domains through adding the businesses’ WeCom QR
code in online or offline settings for in-depth client management. It also includes
features for tracking audience growth and engagement, providing insights into how
content is performing and what resonates with followers.
 Content Generation, Optimization, and Automated Scheduling: Our platform offers
intelligent tools for content generation, including AI-powered writing assistants and
customizable templates that help businesses produce engaging and professional
content with ease. Businesses can automate the scheduling and posting of content to
ensure consistent engagement with their audience, even during off-hours.
 Sales Conversion and Customer Relationship Management (CRM) : The platform
integrates sales management with marketing efforts, allowing for effective
conversion of customers from individuals showing initial interests to customers who
have made purchases. It enables businesses to maintain and nurture customer
relationships by providing tools for sending tailor-made messages to customers and
groups with a simple click.
 Performance Analytics and Data-Driven Decision Making : Businesses can analyze
the effectiveness of their marketing and sales strategies via private domains through
detailed performance metrics, helping them refine their strategies for better results.
With real-time analytics and reporting, businesses can gain a deep understanding of
their audience’s behaviors, preferences, and optimal times for engagement, allowing
for data-driven decisions to enhance official account operations.
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The following screenshot illustrates the AI-powered content generation capability of the
private domain tools. The platform automatically generates a complete article for publication
on Weixin’s official account based on the keywords or phrases entered by the user:
Various functions on Weixin official account
AI generation of text based on title of the article
AI generation of pictures based on title of the article
Our private domain tools generate revenue primarily through subscription fees. We offer
a basic service package that includes a comprehensive set of functions and features on our
platform. In addition to the basic service package, we provide value-added services such as
sales, customer service, and conversational intelligence services. The subscription fee varies
based on the scope of functions and features to be used, the number of users, and subscription
period. This fee structure provides flexibility to businesses of different scales, from small
business owners with less complex requirements to well-established businesses with more
sophisticated needs. The approach ensures that our services meet the needs of a broad client
base.
By integrating the capabilities of our platform, businesses can create a seamless and
highly efficient digital marketing ecosystem. The platform ensures that enterprises and small
business owners can cultivate and manage customer relationships within their private networks
using personalized and targeted strategies to drive engagement and sales. Simultaneously, it
extends this engagement to the public sphere, allowing businesses to broadcast their messages,
attract new followers, and convert them into customers through well-managed official
accounts. Together, these functionalities provide a unified approach to digital marketing,
ensuring that businesses maintain a consistent brand presence across private and public
channels while maximizing the effectiveness of their customer engagement efforts and driving
customer loyalty.
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Our private domain tools have gained a broad client base. As of June 30, 2025, the
platform was trusted by over 230,000 businesses across numerous industries, serving over
720,000 users within enterprises. Our platform has also become a leading tool in official
account management, with a broad user base of over 250,000 paying users as of June 30, 2025.
Jinshuju
Jinshuju is a no-code data collection and management platform tailored for businesses.
offering a wide array of customizable tools, Jinshuju enables businesses to create and manage
data collection forms, automate workflows, and seamlessly integrate with other enterprises’
systems. Jinshuju excels in simplifying complex business processes, from customer feedback
collection and event registration to online order placements and the creation of marketing
landing pages. Its user-friendly interface allows users of any technical skill level to quickly
design and deploy forms that are tailored for specific business needs. The platform supports
various use cases, making it an indispensable tool for improving customer engagement and
operational efficiency across different industries.
Jinshuju originated from the need to help the front desk of a company to collect and
manage the sizes of cultural T-shirts. Starting with a basic form, it has continuously developed
and iterated new features, always focused on delivering the best user experience and the most
comprehensive data collection and management system. Jinshuju now enables users across
industries to easily build online business process systems, improving their work processes and
overall productivity substantially without requiring further software development.
With Jinshuju, users can handle a wide range of business scenarios, including surveys,
appointments, registrations, customer acquisition, lotteries, voting, examinations, and online
order placements. Additionally, our AI models and knowledge graphs continually learn from
feedback and responses as voluntarily submitted by users via Jinshuju. This ongoing
refinement enhances our ability to generate more relevant, high-quality content under
marketing intelligence in the future.
The following diagram illustrates the service flow and fund flow between different parties
involved in the provision of Jinshuju:
Individuals Enterprises
Interaction via Jinshuju
Creating Custom forms and
automating workflows
No-code data collection and
management platform
Service Flow
Fund Flow
(1) Software License Fee
(2) Technical Service Fee
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Use case 1: event registration using Jinshuju. Event registration forms can be seamlessly
set up with dragging and dropped various “building blocks”—data collection modules such
multiple choices, drop-down boxes, file upload buttons—that are editable. User can also
fine-tune the form interface to make it more appealing to viewers. Forms can be quickly
generated and published thereafter, with options to share it via a link or QR code. Organizers can
easily view the collected data, including responses to each question, submission times, and more.
Additionally, comprehensive statistics on data received, page views, and total number of form
submissions are readily available. The following screenshots illustrate the step-by-step process
of creating an event registration form using Jinshuju:
Step 1: select a scenario
Step 2: create and edit the form using drag-and-drop features
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Step 3: publish the form and share it with a link or QR code
Use case 2: automatic generation of quizzes in combination with Miaozhen Systems and
conversational intelligence products. By collecting and analyzing multimodal data from
various sources, including through offline scenarios from the Company’s conversational
intelligence products such as Lingting and user inputs to the Jinshuju, we can generate quizzes
tailored for businesses’ needs, collects feedback, and creates a closed-loop system that
continually refines and enhances its offerings to meet the ever-changing needs of businesses.
 Effortless Multimodal Data Collection: The workflow begins with the collection of
multimodal data. Our conversational intelligence hardware, Lingting, captures audio
data from customer interactions in offline stores. For details on our conversational
intelligence products, see “—Operational Intelligence—People—Conversational
Intelligence Products.” Video and audio data from online meeting platforms
uploaded to Jinshuju by our clients can also be integrated. Simultaneously, Jinshuju,
through a simple process as illustrated above, gathers user inputs or requests through
simple, customizable forms or surveys. This straightforward data collection process
ensures that even with minimal effort, the system can generate comprehensive and
relevant content, making the user experience smooth and hassle-free.
 Intelligent Data Processing: After data collection, we leverage multimodal large
models—advanced artificial intelligence technology that processes and integrates
diverse data types, such as text, audio, and visual data. This technology, combined
with enterprise knowledge graphs, which link entities, events, and temporal
information, extracts deep insights from the provided data. These technologies allow
us to transform the collected data into actionable insights, for example, to inform
enterprises on optimal marketing strategies, and enable us to generate content that
is both accurate and tailored to the businesses’ specific needs with ease.
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 Automated Quiz and Survey Generation: Using the insights derived from data
processing, Jinshuju can create quizzes or marketing surveys that are customized to
the businesses’ needs. Our generative AI capabilities facilitate the automatic
generation of diverse, contextually relevant questions or survey items with minimal
user involvement.
 Seamless Distribution and Feedback Integration: The generated quizzes and surveys
can be distributed efficiently across multiple platforms via links or QR Codes,
ensuring they reach the target audience of our clients.
Jinshuju offers personal and enterprise versions tailored to the varying needs of clients.
The personal versions cater to individual users, enabling essential business functions like polls,
surveys, exams, and online order placements, with support for basic fields (e.g., text, selection
options, file attachments, and NPS). These editions come with limited quotas on key features,
including entry submissions, SMS, email distribution, online order placements, and attachment
uploads. In contrast, the enterprise versions, designed for teams of five or more, offer expanded
functionality, including appointment scheduling, ID verification, electronic signatures, and API
integration. Enterprise plans also include higher quotas and advanced tools like anti-cheating
measures, portal pages, and customizable branding, tailored for more robust business needs.
Jinshuju has made significant strides since its launch. With over 10,000 paying users and
a broad coverage of business scenarios, Jinshuju had become a reliable data collection and
management tool for over 4,000 enterprise clients across various sectors, including financial
services, energy, automotive, education, technology, and government, as of June 30, 2025.
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The diagram below illustrates how our marketing intelligence products work together to
empower a client in customer acquisition, operation and sales conversion and fission
marketing:
Customer Acquisition Operating & Conversion Fission Marketing
Online Acquisition
Offline Exposure
Media Spending
Optimization
Social Media
Management
Public traffic ads
KOL content / Social
media communicationLive streaming
Media Spending
Optimization
Outdoor ads
Physical Stores
Offline marketing
activities
Weixin Channels / Mini
Programs / APPs / Online
Shops
Customer leads generation
and offline sales
l
 d
Customers join WeCom groups
Promotion | Community activities |
Fission growth | Customer maintenance
Customers add employees as friends
on WeCom
Service | Activation | Re-purchase
Customers join brands membership
program
Activation | Re-purchase
Using online questionnaires
and data platforms
Case Study: Empowering A Leading International Fast-Moving Consumer Goods
Company with Comprehensive Marketing Intelligence Products
Brand A, a leading international fast-moving consumer goods company, sought to expand
its consumer reach through internet advertising but faced challenges in effectively evaluating
the impact of online campaigns compared to traditional TV advertising. The primary obstacle
it faced was the lack of equivalent measurement metrics that could justify shifting significant
portions of their advertising budget from TV to the internet.
To address this pain point, we introduced our media spending optimization software of
Miaozhen Systems, to the client, which has since enabled Brand A to quantitatively assess the
effectiveness of internet advertising on par with TV ads. By performing in-depth analysis on
the marketing effectiveness of its target audiences, we provided Brand A with reliable metrics
to measure total advertising impact in their target market. This facilitated a smooth transition
of Brand A ’s advertising budget towards online channels, effectively expanding their consumer
reach.
As the digital landscape evolved with the emergence of sophisticated fraud methods, we
continuously enhanced our products to meet Brand A ’s growing needs in media spending
optimization. We expanded our monitoring capabilities to include over-the-top (OTT)
platforms and out-of-home advertising, and we upgraded our technologies in invalid or fake
traffic detection. Through the accumulation of multidimensional data, we further developed
features in precision advertising placement at scale which further empowered Brand A with
more targeted advertising and more effective advertising strategies.
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Recognizing the rising importance of social media as a critical channel for brand
marketing, Brand A aimed to gain insights from social media discussions related to their
categories, brands, and products. We therefore offered Brand A with our social media
management software, which encompassed comprehensive social media data and analytical
insights. During our collaboration, Brand A expressed a desire to leverage our industry-specific
knowledge graph capabilities based on social media data to inform their new product
development. By quickly understanding consumer discussion trends on social media, Brand A
sought to embrace innovation and meet emerging market demands. We delivered on this need
by providing our social media management software, which offered Brand A in-depth reports
on the competitiveness of their products as compared to the products of other consumer goods
companies and critical user feedback of their products, fostering Brand A ’s product
development processes through valuable insights into social media.
Our partnership with Brand A further deepened when Brand A shifted to marketing in
private domain to enhance consumer lifetime value. It required efficient private domain
marketing and data management tools for acquisition of customers through Weixin and private
domain community operations. Our private domain tools based on the Tencent Ecosystem
perfectly aligned with its needs, enabling it to strengthen customer relationships and drive
growth through personalized engagement strategies.
Through our comprehensive suite of products in marketing intelligence, we have not only
addressed Brand A ’s initial challenges but also evolved alongside them, fostering a long-lasting
partnership built on innovation and mutual growth. By integrating advanced technologies such
as big data, AI models, and knowledge graphs, we have empowered Brand A to enhance their
marketing efficiency, expand their customer reach, and stay ahead in a competitive market. Our
collaborative efforts have resulted in measurable improvements in marketing effectiveness,
consumer engagement, and operational efficiency, solidifying our role as a trusted partner in
their ongoing success.
Our Innovative Product Pipeline
In today’s marketing environment, successful marketing outcomes rely on the efficient
and high-quality creation of marketing content. Balancing quality and quantity of marketing
content requires not only the support of large models but also the integration of know-how of
marketing content evaluation into these models. We believe that good content requires three
types of inputs: decoding content tokens to create algorithm-friendly content, stimulating
audience feedback by crafting content that resonates with target audience segments, and
aligning with brand values to produce content that aligns with brand positioning. Based on this
content evaluation methodology, we have delved from media measurement into content
measurement. Currently, we have accumulated the necessary data, product, and technical
capabilities in specific directions and have validated them in certain client application
scenarios.
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One of our key technological advancements is the AI content decoding capability of
Miaozhen Systems’ social media management software. This involves understanding the logic
behind content that goes viral and the scenarios and angles that trigger online discussions,
tailored to current marketing scenarios and specific target audiences. Additionally, our
multimodal large model, trained and optimized with years of accumulated data, enables AI to
watch various videos like a human and provide corresponding subjective response indicators
(SRI) inferring viewers’ reactions to marketing content. This assists advertisers in predicting
consumers’ positive and negative emotional feedback more quickly and at a lower cost for
marketing content refinement.
insightFlow CMS
Based on technological innovations such as AI content decoding and generative AI, we
are continually expanding and upgrading our marketing intelligence product portfolio.
Recently, we developed insightFlow CMS (content management system) under Miaozhen
Systems, an AIGC product combining social media insights and content generation powered by
AI and leveraging the clients’ key success factors and trendy Internet topics to help clients
achieve a truly closed-loop capability from marketing insights to marketing content generation.
This product combines data analysis, content generation, and performance prediction to deliver
a comprehensive and highly effective solution for modern marketing campaigns. While
general-purpose large models provide a broad range of capabilities, they do not offer the
tailored, end-to-end functionalities tailored for marketing intelligence. We officially launched
and began generating revenue from insightFlow CMS in the first quarter of 2025.
The journey with insightFlow CMS begins with the seamless integration and analysis of
data. Clients can choose to upload datasets from a myriad of social media platforms, leveraging
Miaozhen Systems’ social media management software. Powered by sophisticated AI
technologies such as multimodal large language models and cluster analysis, insightFlow CMS
interprets diverse forms of social media content, including text, graphics, and videos. Clients
can filter the imported data by platform, time period, format, and keywords, tailoring the
analysis to their specific needs and objectives.
Once the data is integrated, the product’s intuitive dashboard displays media perceptions
of the client’s product. Powered by the content analysis and deduction capabilities of our
proprietary multimodal large model, this feature highlights key competitive advantages and
success factors of the client’s product, while also providing invaluable competitor analysis to
facilitate the formulation of marketing strategies. The content strategy tab delves deeper,
offering an in-depth examination of the product’s use cases and application scenarios. It
identifies pain points, emotional responses, and specific details that are crucial for the
product’s promotion, ensuring a well-rounded and strategic approach.
Equipped with these insights, clients can effortlessly generate marketing content that
resonates with their target audience. By selecting key success factors from the analysis,
insightFlow CMS allows clients to create and update marketing content proposals in both text
and image formats with a simple click. This function is achieved with the content generation
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capabilities of our multimodal large model. Additionally, the option to further integrate
marketing content proposals with trending internet topics enhances the content’s exposure and
perception, making it more likely to capture the audience’s attention and drive engagement.
Before deploying the generated marketing content, clients can take advantage of the
performance prediction feature. This feature provides a scoreboard that estimates the
anticipated likes, comments, and favorites on social media platforms, based on general
advertising principles recognized by the industry. This feedback loop empowers clients to
refine their content for optimal performance, ensuring that their marketing efforts are both
effective and impactful.
The structured approach of insightFlow CMS ensures that each step builds on the
previous one, creating a cohesive and dynamic marketing strategy.
The development of insightFlow CMS is driven by our strategic vision to offer a highly
specialized and integrated solution that addresses the unique challenges faced by modern
advertisers at large, including small- to medium-sized enterprises (SMEs). insightFlow CMS
addresses an important market need—the lack of accessible, advanced advertising technology
tailored SMEs. While large corporations have long benefited from sophisticated advertising
products, SMEs, a vast and dynamic segment, remain underserved by tools that balance
technical capability with cost efficiency and ease of use. This unmet demand is driven by
SMEs’ growing need to maximize return on investment without requiring specialized in-house
marketing expertise. insightFlow CMS delivers a purpose-built platform combining advanced
technologies with intuitive functionality. The product helps SMEs quickly create and manage
marketing content with the following advantages:
 Instant access to popular content. The product collects and analyzes thousands of
trending ads and social media posts every day. This gives SMEs direct access to
proven marketing ideas and data, helping them quickly improve their own
campaigns without the need for expensive research or trial and error.
 Easy and fast content generation. With built-in AI features, SMEs can break down
successful videos and ads into reusable parts and automatically generate new
content. This means SMEs can produce high-quality marketing materials quickly,
even without a large or specialized team.
 Efficient use of existing materials. insightFlow CMS helps SMEs organize and reuse
their past marketing content, making the most of what they already have. This
reduces the need for repeated filming or design work, saving both time and money.
 Automatic content generation. The product uses proven creative patterns to
automatically create new ads and posts, allowing SMEs to keep their marketing
fresh and effective without hiring outside experts.
 Creative inspiration from other industries. SMEs can easily find new ideas from
different industries, helping them stand out and keep their marketing interesting—an
advantage for smaller businesses that may not have access to broad industry
insights.
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We believe insightFlow CMS will be successful driven by its exceptional closed-loop
ability to transform fragmented social media information into actionable marketing insights
and automatically generate marketing contents, leveraging our expertise accumulated from
years of marketing intelligence operations and our proprietary multimodal large model. By
combining advanced technologies with our extensive industry experience, insightFlow CMS
empowers our clients to navigate the complexities of modern marketing with confidence and
precision, ensuring their success in an ever-evolving digital landscape.
Besides insightFlow CMS, we are further developing the AI capabilities of our portfolio
of marketing intelligence offerings. In June 2025, we launched AdEff, an innovative AI-driven
platform designed for global advertising creative prediction, built on our proprietary HMLLM.
AdEff offers rapid multimodal creative measurement and optimization solutions. The
platform’s advanced HMLLM utilizes eye-tracking and EEG measurements to deliver real-time
predictive results, enabling advertisers to assess creatives through attention, emotion, and
cognition indices. These neuroscience-based insights are presented in detailed analysis reports,
providing actionable guidance for advertisers. AdEff’s features include rapid ad testing,
optimal creative selection, and one-click editing for diverse ad versions, making it a versatile
tool for navigating the complexities of the global market. We aim to broadly integrate AIGC
within marketing process, encompassing data insights, data analysis, content generation,
advertising placement, and advertising monitoring. The following use case illustrates how the
closed-loop marketing process is expected to be achieved.
Use case: AI-generated marketing content generation and placement
With the development of large model technologies in recent years, our accumulated
industry-specific data and knowledge have become invaluable assets for training specialized AI
models in the marketing intelligence sector. We train specialized large models and copilots
tailored for marketing applications by incorporating industry-specific data and knowledge into
foundational large models, and endeavor to further reshape the marketing intelligence
application software market by achieving the shift from helping enterprises identify and
analyze customers (“Who”) to assisting clients in influencing their customers through vast
amount of diverse and tailor-made content utilizing AIGC technologies (“What”). We believe
the market is ripe for change as clients’ needs for rapid production of high-quality content and
adaptable marketing strategies have grown in a fast-changing consumer market. Therefore, we
leverage our robust multimodal data integration and consumer and marketing insights
capabilities distilled from the service offerings from Miaozhen Systems and employ the latest
generative AI technologies to develop “generative marketing” solutions, which are
demonstrated through the following steps.
Step 1: When a client plans to launch a new advertising campaign for a new product, it
utilizes our media spending optimization software for budget planning and delivery strategy
optimization, our social media management software for trendy topics and popular KOL/KOC
suitable for promotion on social media, and our customer growth software for target customer
profiles. Then, it moves on to craft an advertisement for this new product, starting with a
master footage that includes various modalities such as video, audio, and images. From this
master footage, several key frames are selected to create shorter promotional videos for
distribution. These videos could generate real engagement data across different social media
platforms, which indicates popularity and reach on those platforms.
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Step 2: Utilizing our advanced hypergraph multimodal large language model technology, we
analyze the master footage to identify segments with high electroencephalogram (EEG) indicators,
which generally signify higher cognitive engagement, greater focus, and more positive
emotions, as well as segments with lower EEG indicators. The EEG indicators are predicted
through our proprietary multimodal large language model, trained using a diverse dataset that
includes anonymized EEG data collected from various individuals during our previous business
engagements with clients. Empowered by our advanced technologies, the client can craft and
refine the promotional videos by selecting segments with high predicted EEG indicators, which
are typically associated with higher possibility of generating better performance results.
Step 3: Once these promotional videos are uploaded to social media platforms, our media
spending optimization software monitors key engagement metrics, such as likes, shares, and
views, to gauge their performance. By correlating the presence of segments with high EEG
indicator in the promotional videos with the observed engagement data (e.g., higher clicks and
forwarding rates) through our media spending optimization software, we validate the accuracy
of our multimodal large language model analysis and continually refine our model based on
this real-time feedback. The client can then use the insights from our multimodal large
language model analysis to adjust and optimize the most effective segments for promotional
videos, thereby achieving more impactful advertising results. This process creates a
comprehensive and iterative data feedback loop, enhancing the effect of client’s advertising
campaign and refining our service offerings under Miaozhen Systems.
OPERATIONAL INTELLIGENCE
As China progresses with digital transformation, businesses are increasingly relying on
data to optimize operations and stay competitive. However, while online businesses have
benefitted from extensive data access and sophisticated analytics, many offline businesses have
lagged, particularly in their ability to monitor and improve day-to-day operations. Recognizing
this gap, we strategically expanded our focus in 2020 to include operational intelligence—a
business aimed at bringing the same level of digital sophistication to offline environments. Our
operational intelligence application software employs cutting-edge technologies such as “HAO
intelligence,” a technological framework introduced by our founder, Mr. Minghui Wu, that
integrates human intelligence, AI, and organizational intelligence with big data analytics, and
promotes the theory of human and machine synergism. Our operational intelligence application
software also leveraged knowledge graph incorporating “events,” “time,” and “space,” edge
computing, IoT platforms, and AI-driven analytics to create an integrated smart store operating
system. This comprehensive, end-to-end solution is designed to transform traditional store
environments into “cognitive stores” that can autonomously monitor, analyze, and optimize
key operational elements.
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Our operational intelligence application software is primarily offered under our smart
store operating system, which is designed to achieve end-to-end intelligent operations by
deeply digitizing and automating the service process of the three key elements of store
operations and management: people, merchandise, and space. For people, we offer
conversational intelligence products for analyzing real-time customer interactions, providing
store managers with the insights needed to optimize sales strategies and improve overall
performance. For merchandise, we provide supply chain and profit management products to
streamline procurement process, reduce manual intervention and improve order accuracy. For
space, we offer smart space management products to optimize asset utilization, enhance
real-time monitoring, improve customer engagement, and streamline IT operations. Our clients
for operational intelligence solutions mainly comprise (i) offline retail and restaurant chain
operators, which are focused on building future-oriented stores that utilize smart operations to
optimize their business processes, enhance customer experience, and sustain long-term growth;
(ii) operators or managers of offline venues, such as shopping malls, business parks, and
schools, which are committed to transforming their venues into intelligent environments with
improved operational efficiency, lower costs, and sustainable development; and (iii) integration
service providers, which cater to the needs of the first two categories by integrating our
operational intelligence solutions into their offerings.
Our clients of operational intelligence business have historically experienced the
following unserved or underserved needs:
 Limited Customer Insights and Engagement . Offline businesses lack tools to capture
and analyze real-time customer interactions, hindering their ability to understand
customer behavior, tailor sales strategies, and enhance engagement. Additionally,
inefficient sales processes and outdated employee training methods reduce employee
effectiveness and lower sales conversion rates.
 Operational Inefficiencies and Cost Management Challenges. Businesses face
difficulties in managing store operations, supply chains, and inventory effectively,
leading to high operational costs and decreased productivity. The lack of tools for
cost optimization and profitability management results in missed opportunities to
improve margins and streamline operations.
 Unsatisfactory In-Store Customer Experience and Asset Management . Many
businesses struggle to deliver a seamless in-store customer experience due to
inadequate asset management and maintenance systems. This leads to
inconsistencies, customer dissatisfaction, poor asset utilization, higher maintenance
costs, and operational disruptions.
 Insufficient Digital Engagement and IT Operations Management . Businesses face
difficulties in engaging with customers through digital means and managing IT
operations effectively, resulting in lower customer satisfaction and higher operational
costs.
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Our smart store operating system empowers store operations across three dimensions:
people, merchandise, and space, which effectively address the pain points of our clients.
 Empowering People. Our conversational intelligence products are specifically
designed to improve sales and operational efficiency in offline stores by analyzing
customer interaction data for collecting feedback to improve customer service and
products and by supporting employee development through digital training tools.
 Empowering Merchandise. To streamline merchandise flow and enhance turnover,
our smart store operating system offers a range of features focusing on supply chain
management. We help our clients digitize procurement processes, increasing
turnover rates while maintaining optimal inventory levels.
 Empowering Space. Our smart store operating system uses IoT, big data, and other
advanced technologies to transform the store environment into a connected,
intelligent space. On the back end, the IT operations management function enables
automated, proactive management of store infrastructure, reducing downtime and
ensuring seamless operations, while the AIoT asset management feature offers
real-time monitoring to enhance decision-making regarding store facilities and
assets, improving overall operational efficiency. On the front end, the digital
multimedia broadcast function displays dynamic content that enriches the in-store
experience. The full-channel transaction fulfillment feature supports seamless
integration across all sales channels—online, offline, or hybrid—allowing
restaurants to manage order flow from initial customer engagement to final
fulfillment. The smart store operating system also incorporates AI-powered offline
sales conversion functions, which, together with our conversational intelligence
products, analyze customer behavior in real-time to provide actionable insights,
driving in-store conversions. This wide array of features and functions ensures that
retail and food and beverage businesses can meet the fast-paced demands of modern
retail and catering environments, enhancing customer satisfaction and loyalty.
The diagram below illustrates our smart store operating system, including its underlying
technologies, its main offerings by people, merchandise, and space, and its target clients:
Business
Scenarios
 Retails
 Shopping
Malls
Convenient
Stores
 Restaurants
 Exclusive
Stores
Operational Intelligence
People Merchandise Space
Intelligent
Retail Store
Standard Operating Procedure (SOP)
Management
Sales Enablement and Coaching
Data-Driven Customer and Business Insights
Supply Chain Management Products
IT Operations
Management
Comprehensive AIoT
Asset Management
AI-Powered Offline Sales
Conversion Solutions
Full-Channel
Transaction Fulfillment
e
s
Digital Multimedia
Broadcast
Profit
Management
Franchisee Management for
Large Restaurant Chain
Smart Store Operating System
Edge Computing+IoT Platform Data Mining+Knowledge Graph Multi-modal AI
(text, audio, image, video)
Connecting with
Business Partners
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The following diagram illustrates the service flow and fund flow between different parties
involved in the provision of our smart store operating system:
`
(1) Software License Fee
(2) Technical Service Fee
(3) Operation Service Fee
(4) Hardware Costs
Collecting data via
AIOT platform
Provide smart operational
product & service via SaaS model
Large-Scale
Enterprises
`
Smart Store OS
Collecting multimodal data via
AIOT platform
Provide tailored smart operational
products & service to optimize efficiency
Small & Medium
Enterprises
Service Flow
Fund Flow
(1) Software License Fee
(2) Technical Service Fee
(3) Operation Service Fee
(4) Hardware Costs
People—Conversational Intelligence Products
We have developed conversational intelligence products, mainly comprising both the
conversational intelligence hardware “Lingting” and software as a crucial pillar of our
operational intelligence business. These solutions are specifically designed to improve sales
and operational efficiency in offline stores by analyzing customer interaction data. In a
physical store environment, understanding customer behavior and preferences is essential for
driving sales and enhancing customer satisfaction. Our conversational intelligence products
enable businesses to capture, analyze, and act upon real-time customer interactions, providing
managers with the insights needed to optimize sales strategies and improve overall
performance.
In 2019, we developed Lingting, China’s first conversational intelligence hardware
specifically designed for use in noisy environments, according to Frost & Sullivan. Designed
like as a work badge worn by sales representatives, Lingting uses advanced end-to-end
microphone array signal processing technology to capture customer conversations with
exceptional clarity, even amidst background noise. Importantly, it incorporates privacy-
enhancing features that ensure conversations are analyzed without collecting any personal
identifiable information. Lingting has been widely adopted by clients in various sectors,
including retail, healthcare, beauty, pharmaceuticals and real estate, underscoring its versatility
and effectiveness in enhancing customer interactions and sales performance.
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The diagrams below illustrate the look of the hardware and how Lingting collects
conversational data while ensuring privacy and data security:
Collection
station
Battery
charging
Wifi/4G
Voice files
Log files
Speech-to-text and
analysis
Shop
assistant Customer
Edge
Computing
Audio
encryption
API
authentication
Recording
voice change
Environmental
recording
Shop assistant
recording
Non-consumer recording
Sound unrecognizable
before decryption
Audio track before
voice change
Audio track after
voice change
0.8m-1.5m
Built-in encryption
module for real-time
audio encryption
Data access granted
only after successful
authentication
Built-in encryption
module for real-time
voice change
Data Foundation
In addition, our conversational intelligence software utilizes state-of-the-art automatic
speech recognition and natural language processing technologies and analyzes real-time
conversations between sales representatives and customers, extracting valuable insights that
can inform sales strategies and enhance customer engagement. For example, the software can
identify key customer preferences and emerging market trends, allowing businesses to tailor
their offerings and marketing efforts to meet evolving customer needs. By integrating these
insights into their operations, businesses can increase conversion rates and drive revenue
growth, making our conversational intelligence products an indispensable tool for any offline
sales environment.
To minimize data privacy risks, our conversational intelligence software analyzes
customer conversations without identifying personal identity information, eliminating the
potential misuse or leakage of personal data, and privacy protection measures are put in place
throughout the cycle of our handling of data:
 Data collection. Pursuant to our agreements with clients, we require our clients to
explicitly confirm that they have obtained the necessary authorization and consent
for the collection and usage of conversational data. Lingting does not collect
personal voiceprint information from customers, nor does it store original audio
data. The original audio data collected undergoes instant desensitization, voice
alteration and encryption, which is irreversible and regularly deleted in accordance
with customers’ requirements and irrecoverable. In addition, sales representatives
can opt to record sales representatives’ speech only to avoid the collection of
customers’ voice data.
 Data transmission. Original audio files are encrypted during transmission, sent
using the HTTPS protocol, accessible only through certification, and are not
copiable.
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 Data storage and access control. Data for different customers collected from
Lingting are physically isolated, with stringent data access control. Lingting adopts
a strict authentication mechanism, setting corresponding functionalities and product
permissions for users in different roles. If consumer voice or non-work time voice
recordings are inadvertently captured due to errors, such data can be deleted from
the system.
 Security certification. Lingting has passed the National Information Security
Protection Level Three Certification, China’s most authoritative information
security qualification certification.
Based on the above, we and our PRC Legal Advisor are of the view that, during the Track
Record Period and up to the Latest Practicable Date, the capture of audio data from client
interactions in offline stores and online meeting platforms was carried out under the clients’
authorization and within the agreed scope. As advised by our PRC Legal Advisor, during the
Track Record Period and up to the Latest Practicable Date, our provision of conversational
intelligence services using Lingting was compliant with the relevant privacy, security, or data
protection laws and regulations in all material respects.
The key features and functions of our conversational intelligence products are as follows:
SOP Management
Our conversational intelligence products include a comprehensive standard operating
procedure (SOP) management feature that helps businesses standardize and optimize their sales
processes. By analyzing interactions captured by Lingting, our conversational intelligence
software enables businesses to refine their transaction execution workflows, ensuring
consistency and efficiency across all customer interactions. Sales personnel can use the
platform to track and manage all leads, transactions, customer contacts, and other sales
activities within an integrated system, allowing them to complete transactions more quickly
and effectively. This standardization of procedures not only streamlines operations but also
enhances the overall quality of customer engagement.
Sales Enablement and Coaching
A key feature of our conversational intelligence products is their sales enablement and
coaching capabilities, which leverage industry-specific knowledge graphs, particularly in
sectors such as beauty and automobiles, to replicate real-world sales scenarios. This allows
sales teams to better understand consumer demands, optimize their sales approaches, and
enhance customer engagement. Acting as a co-pilot for sales representatives, the product
provides tailored coaching tools that summarize customer needs and suggest actionable plans,
helping sales personnel offer personalized services.
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The integrated AI learning and coaching assistant further enhances this process by
creating personalized learning paths for employees. It customizes training content based on
individual skills, progress, and specific needs, allowing each learner to advance at their own
pace. Additionally, the system provides feedback and adaptive coaching, offering immediate
evaluations of employee performance and corrective suggestions based on their responses. By
identifying areas for improvement and sharing best practices across the team, the platform
helps elevate the overall performance of sales personnel, boosting conversion rates and
customer satisfaction. We are in the process of streamlining our general AI capabilities by
transitioning the co-pilot and coaching functions to Xiaoming Co-pilot. For further details on
how Xiaoming Co-pilot enables operational intelligence and its vast potential in becoming a
standalone product, see “—Large Model Products—Xiaoming Co-pilot.”
Data-Driven Customer and Business Insights
Our conversational intelligence products provide powerful, data-driven insights into both
customer interactions and business performance. By analyzing conversations captured by
Lingting, businesses can extract valuable customer and market insights that inform product
development and marketing strategies. For example, analyzing customer feedback helps
product development teams identify emerging customer needs, while marketing teams can
optimize their offerings to align with market trends.
Moreover, the platform collects and analyzes training data to offer a comprehensive view
of employee progress and sales effectiveness. These insights enable businesses to refine their
training programs and sales strategies continually. By integrating customer interaction data
with clients’ online systems (e.g., order systems, membership platforms, inventory
management), businesses gain a holistic overview of their operations, facilitating data-driven
decision-making and allowing for strategic optimizations across various functions, including
after-sales support and customer service.
The following diagram illustrates the main features of our conversational intelligence
software that enable SOP management and provide useful guidance for sales personnel to
enhance their sales approaches to improve customer engagement, increase the efficiency of
sales conversion, and boost overall customer satisfaction:
Check conversation list Check completion status of the process Check conversation details Check violation details Check reception summary
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As a matter of policy, we provide warranty services regarding Lingting and the
accessories associated with it that exhibit defects not caused by human intervention or misuse.
Our comprehensive quality control procedures ensure thorough examination and testing of our
products before they are delivered to clients. As a result, we encountered a minimal level of
hardware defects requiring warranty services during the warranty period. We offer a standard
warranty coverage of 1 year, starting from the date of delivery or the date of exchange. In the
event of hardware failures, we provide free repair services and, if necessary, a replacement unit
of the same or higher model while the original product undergoes repairs. For products beyond
the warranty period, repairs are offered for a fee.
Merchandise—Supply Chain Management Products
For merchandise, we offer supply chain management products with comprehensive
features to streamline procurement, assist in centralized management, enhance operational
efficiency, and drive profitability of offline businesses.
We provide supply chain management services through a procurement platform designed
to streamline the purchasing process for enterprise clients. These clients typically manage
extensive inventories and require consistent, high-quality procurement processes to support
their day-to-day operations. For chain stores with the need to manage procurement in a
centralized manner across all locations, we offer centralized and quota-based procurement,
allowing clients to consolidate orders across multiple locations to negotiate better pricing while
maintaining strict budgetary controls. Our platform streamlines the approval, order placement,
and fulfillment processes by automating the addition of items to procurement lists, routing
orders to suppliers, and handling approval requests. This reduces manual work and improves
order accuracy. By automating every step of the procurement process—from product searches
and order creation to warehouse confirmation and delivery tracking—we help clients
significantly reduce manual intervention and errors. This level of automation leads to shorter
procurement cycles, optimal inventory levels, transparency and cost savings, directly
contributing to improved profitability and cash flow.
To further support supply chain decision-making, we provide real-time inventory tracking
and detailed customizable analytical insights into order history, delivery timelines, and
logistics updates, so that clients can manage their supply chains with precision. Leveraging
these capabilities, we also offer predictive analytics that generate AI-driven replenishment and
logistics strategies, enabling clients to prevent overstocking or stockouts. The integrated
customer support mechanism also ensures prompt resolution of any issues, enhancing overall
service quality. Together, these capabilities provide a comprehensive solution that drives
procurement and supply chain efficiency, optimizes costs, and reduces waste.
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Space—Smart Space Management Products
Our smart space management products integrate IT operations management, transaction
fulfillment, AIoT asset management, digital multimedia broadcast, AI-powered offline sales
conversion, and intelligent profit management to optimize business performance in the offline
business space. Through real-time data collection, predictive analytics, and IoT technologies,
we assist clients in seamless operations, enhanced customer experiences, and efficient asset
utilization.
IT Operations Management
We offer a groundbreaking approach in IT operations management that enables retail
businesses to transcend the limitations of outdated IT outsourcing models and embrace a more
intelligent, integrated method for IT service management. With over a decade of industry
experience, we have seamlessly incorporated advanced technologies, including IoT, natural
language processing, algorithmic models, and knowledge graphs, into a unified platform. This
platform automates IT operations, covering predictive maintenance, real-time service ticket
resolution, and performance monitoring. By moving beyond traditional, reactive IT services,
our feature steers businesses toward a proactive, efficiency-driven model that enhances
productivity, ensures business continuity, and optimizes operational costs.
The platform’s operational workflow starts with the systematic collection of data from
offline devices across the retail network. This data is vital for the platform’s predictive
analytics, where advanced models anticipate potential system failures before they disrupt
operations. When issues arise, service tickets are automatically or manually created,
prioritized, and assigned to the appropriate technical teams. Real-time monitoring and
intervention are made possible through both PC and mobile applications, ensuring minimal
downtime. The knowledge management system offers a centralized repository of best practices
and historical fixes, providing automated recommendations for faster issue resolution.
Furthermore, the new store management module supports IT planning and equipment
configuration for new store openings, ensuring a smooth launch process. Embedded
performance management tools continuously monitor service levels, allowing for immediate
adjustments to meet service level agreements, while data analysis provides insights into service
ticket processing efficiency, operational quality, and customer satisfaction.
Full-Channel Transaction Fulfillment
We offer a full-channel transaction fulfillment solution, a versatile and powerful tool
designed to streamline and enhance every stage of the dining process. Crafted to support the
diverse needs of modern restaurants, this solution enables seamless integration across all sales
channels—online, offline, or a hybrid of both. It empowers restaurants to efficiently manage
the flow of orders from initial customer engagement to final fulfillment, ensuring smooth
operations that can adapt to the fast-paced nature of the industry.
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Our solution covers every critical touchpoint in the customer journey, starting even before
a customer steps into the restaurant. It offers features to support pre-ordering, queuing for
delivery, and real-time order status updates. Once customers are at the restaurant, they can
choose from multiple modes of ordering, such as counter service, table-side service,
self-service kiosks, and mobile pre-orders, accommodating various preferences for a
personalized experience. During meal preparation, our intelligent kitchen display systems
(KDS) optimize the order flow, reducing wait times and enhancing efficiency in the kitchen,
which contributes to an improved overall dining experience. Post-meal, the system facilitates
easy payment through multiple methods and collects customer feedback, allowing restaurants
to refine their services continuously.
The full-channel transaction fulfillment feature integrates with all major online and
offline channels, including third-party delivery platforms, consolidating orders into a single,
unified system. This integration simplifies operations, converting marketing leads into actual
sales, which boosts efficiency and profitability. The platform’s versatility in ordering methods
enables restaurants to cater to customer preferences while maintaining a low-cost, high-
stability transaction platform. By managing the entire lifecycle of a dining experience, from
real-time queuing and order status updates to intelligent order scheduling in the kitchen, the
system ensures faster meal preparation and reduced wait times. This comprehensive approach
enhances customer satisfaction and fosters repeat business for restaurants.
Comprehensive AIoT Asset Management
In today’s dynamic business landscape, efficient asset management is crucial for
organizations looking to maximize performance and minimize costs. Our AIoT asset
management feature combines artificial intelligence with IoT technology to provide a
comprehensive solution for digitalizing, automating, and optimizing assets throughout their
lifecycle. The platform handles everything from automatic asset discovery and cataloging to
ongoing maintenance and utilization monitoring, enabling clients to improve asset efficiency,
reduce management overhead, and make smarter, data-driven decisions. By integrating
real-time monitoring, predictive analytics, and robust security measures, this feature addresses
the immediate challenges of asset oversight while positioning businesses for sustainable
growth through proactive management.
We offer several key functions that deliver unparalleled visibility and control to help our
clients in managing their IoT devices. Real-time asset monitoring gathers operational data,
such as CPU usage for IT equipment or power status for machinery, offering immediate
insights into asset health. Predictive maintenance planning leverages advanced algorithms to
anticipate potential issues, allowing clients to develop tailored maintenance schedules that
minimize unexpected downtime and extend asset lifespans. Additionally, energy consumption
management tracks usage patterns across various equipment, providing actionable
recommendations for energy conservation to lower operational costs. The feature also includes
security and compliance monitoring, which safeguards assets by managing access rights,
tracking operational logs, and detecting vulnerabilities in real time, ensuring compliance with
industry standards and protection against unauthorized access.
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Digital Multimedia Broadcast
In an era where digital engagement is key to capturing and retaining customer attention,
our Digital Multimedia Broadcast (DMB) offers a comprehensive platform for managing and
displaying multimedia content across various locations. Designed specifically for the retail and
food and beverage industries, this feature enhances the presentation of information through
captivating visuals, including menus, promotional videos, and special offers on large in-store
screens. By combining cloud-based and on-premise capabilities, DMB supports real-time
content updates, instant communication, and data visualization. Its powerful remote
management functionalities allow for a high degree of personalization and interaction with
customers, enabling businesses to stay responsive to market trends. This solution is particularly
beneficial for businesses operating across multiple locations, as it provides centralized control
over content, ensuring brand consistency while also allowing flexibility to tailor content to
certain localized preferences.
DMB’s robust capabilities include dynamic content display, supporting various media
formats such as video, images, text, and animations to capture customer attention effectively.
With a centralized management platform, businesses can easily manage and schedule content
across all screens from a single interface, simplifying updates and ensuring a unified brand
message. The multi-device compatibility extends content reach by displaying on TVs, tablets,
and smartphones, providing a seamless viewing experience. Additionally, content and template
management enables businesses to centrally manage media assets and customize layouts with
an intuitive drag-and-drop interface. To adapt to changing business needs, the intelligent
scheduling function allows content to automatically switch based on time, location, or specific
conditions, such as peak hours or inventory levels. Integrated with POS systems, real-time data
synchronization ensures that displayed content, like product prices and inventory status, is
always accurate and current, enhancing customer engagement and decision-making at the point
of sale.
AI-Powered Offline Sales Conversion
We offer AI-powered solutions that combine software and our conversational intelligence
hardware, Lingting, to standardize, visualize, and digitalize operational processes, thereby
driving sales conversions and business growth. By capturing and analyzing in-store data, these
solutions provide actionable insights that help businesses optimize store layouts, enhance
customer engagement, and improve staff performance. This holistic approach ensures that
businesses can capitalize on sales opportunities while delivering an elevated customer
experience.
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The customer flow and analytics function uses sensors and other IoT devices to capture
customer traffic, movement patterns, peak hours, and dwell times within retail spaces. AI
algorithms process this data to create heat maps that visualize these patterns, allowing
businesses to make informed decisions on product placement, store layout, and staffing to
maximize sales. To maintain operational standards, our intelligent inspection and monitoring
feature leverages IoT and computer vision to automate routine checks in stores and kitchens.
It monitors compliance with health and safety regulations by tracking critical parameters such
as staff attire, generating real-time alerts for any deviations. Additionally, our voice
transcription and analysis tools capture verbal interactions between customers and staff,
analyzing the data to assess customer sentiment, staff performance, and the effectiveness of
sales pitches. This analysis provides the foundation for targeted staff training and personalized
customer engagement strategies. All these insights are consolidated into an integrated analytics
dashboard, which provides a comprehensive, real-time view of business performance across
multiple dimensions. This centralized dashboard facilitates data-driven decision-making,
helping managers identify trends, address pain points, and seize new growth opportunities.
Profit Management
The profit management feature is aimed at helping offline stores navigate cost
management complexities and enhance profitability. By harnessing big data and AI technology,
this feature provides real-time diagnostics and decision support, identifying cost-saving
opportunities in areas such as workforce management, inventory optimization, and operational
efficiency. To provide a holistic view of financial health, our platform continually monitors key
metrics, including ticket size, order volume, revenue, and human resource efficiency. With our
profit management tool, businesses are empowered to streamline complex tasks such as labor
scheduling, payroll management, inventory tracking, and waste reduction, freeing up managers
to focus on delivering exceptional service and growing their business.
Case Study: Our Collaboration with a Mid-Tier Restaurant Company in Digitalizing
Operations Management
We provide operational intelligence systems to numerous food and beverage and retail
brands with extensive business operations. For example, we delivered a comprehensive suite
of digital and tailored solutions through our operational intelligence business to Brand A, a
mid-tier restaurant company, to optimize various aspects of its offline operations, including
warehousing, logistics, and sales. By utilizing our digital and intelligent methods, we helped
Brand A refine the management of goods and space, ultimately improving store operation
efficiency, enhancing customer experiences, and driving profitability growth.
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 Goods–Supply Chain Management
Considering the characteristics of Brand A ’s restaurant business, we offered a smart
system specifically designed for store-level supply chain management to enhance inventory
control and optimize back-end operational efficiency. The platform utilizes visual algorithms
and wireless communication technologies (such as RFID and GPS) to achieve refined
monitoring and automated operations throughout the inventory management process. This
includes automated order placement, intelligent receiving, dynamic inventory control, smart
sorting, real-time expiration tracking, and cost-benefit analysis.
Through a big data analytics module, our system can monitor inventory and distribution
in real time, preventing food waste while using historical data and machine learning algorithms
to forecast future sales situations, aiding Brand A in making more informed purchasing
decisions. This not only reduces inventory costs but also improves the accuracy of inventory
data, effectively minimizing economic losses from overordering or inventory spoilage.
Furthermore, by optimizing procurement and supply chain management processes, the system
enhances supply chain efficiency. Through data visualization tools, complex data is
transformed into intuitive charts and reports, helping managers better understand and utilize
data, promptly identify and resolve issues, and stay informed about restaurant operations.
Through simplification and optimization of these refined management processes, Brand A ’s
operational efficiency has significantly improved, enhancing store-level supply chain
performance, ultimately boosting customer satisfaction, and increasing Brand A ’s
responsiveness and flexibility in the market.
 Space–IT Operations, AIoT Management
By deploying IoT devices on equipment assets in each store, we enable real-time tracking
of asset online status. Whether it’s cash registers, display shelves, or other critical equipment,
if any device goes offline or experiences a connection anomaly, the system immediately
notifies management. This ensures that managers can respond quickly and troubleshoot
promptly, avoiding business disruptions due to offline equipment.
The intelligent system employs advanced data collection and analysis techniques to
meticulously record key data, such as usage duration and frequency, for each piece of
equipment, accurately calculating the utilization rate of each asset. This provides strong
support for optimizing asset allocation. For example, businesses can reasonably adjust
resources based on differing equipment usage rates across stores, transferring equipment from
stores with lower usage rates to those with higher demand, achieving optimal resource
utilization and improving overall operational efficiency.
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In the goods area of store warehouses, we installed high-precision temperature and
humidity sensors. These sensors transmit real-time temperature and humidity data to the
intelligent asset management system. The system monitors this data based on preset
temperature and humidity ranges; once any data exceeds normal levels, such as a high
temperature and humidity environment potentially affecting the shelf life of food products, the
system will automatically trigger an alert and can link with the store’s environmental
regulation equipment to ensure that goods are always in a suitable storage environment,
maintaining product quality.
Leveraging the intelligent asset management system, businesses bid farewell to
cumbersome manual asset management processes. Asset information is updated in real-time,
allowing managers to access accurate asset data anytime and anywhere through the system
terminal, greatly reducing decision-making time and increasing management efficiency.
Simultaneously, it reduces issues arising from manual operation errors, making asset
management more standardized and scientific.
Franchisee Management for Large Restaurant Chains
We provide a comprehensive store management solution tailored to large restaurant
chains, focusing primarily on franchisee management. By offering a full lifecycle management
platform, we facilitate the digital transformation of restaurant business processes, enhancing
operational efficiency and improving store management quality. This platform integrates core
business processes, master data management, system integration, and lightweight application
extensions, creating a holistic solution that drives business growth and operational capability.
Designed around the lifecycle journey of franchisees and stores, it enables transparent process
oversight and seamless coordination between restaurant chains and their franchisees.
Our franchisee management platform supports every phase of restaurant operations, from
franchise recruitment, site selection, and development to store opening and ongoing
management. Its multi-scenario coverage extends across personnel, product inventory, space,
and franchise fee collection. With multi-terminal business processing capabilities, the platform
drives departmental collaboration through process management, optimizing business
efficiency. For example, in 2023, the platform empowered a leading new consumer brand to
rapidly expand from franchise recruitment to store openings. In franchise recruitment, with our
full traceability of prospective franchisee’ profiles and historical records, we helped the chain
recruited over 500,000 potential franchisees and identified weak points during the recruitment
process through algorithmic analysis to enhance franchisee conversion rates and recruitment
effectiveness. For store expansion, the chain’s headquarters significantly improved human
resource efficiency, opening new stores while controlling staffing costs. Specifically, the
platform enabled a threefold increase in store numbers over three years, requiring only the
addition of 7 personnel in contract management, 29 in store consultation, and 77 in franchise
development. On the marketing front, the platform supports collaborative marketing strategies
between headquarters and franchisees, maximizing franchisee autonomy and unlocking their
business potential.
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In addition to serving large restaurant chains, we have also developed services tailored to
the needs of small and medium-sized enterprise (SME) clients. Recognizing the resource
constraints and operational requirements of SMEs, we offer agent versions of certain franchise
management functions that are simple to deploy and easy to use, without the need for private
deployment. As a result, SME clients can open new stores and manage store operations through
modularized agents. By leveraging our data analytics and industry know-how, these agents
enable SME clients to access the same high-quality data analysis and operational insights as
our large restaurant chain clients, but in a more accessible and cost-effective format.
Key Operating and Technological Metrics of Operational Intelligence
The success of our operational intelligence products and solutions is evident in their
widespread adoption across various industries, particularly in retail and food and beverage
industries. As of June 30, 2025, our operational intelligence products and solutions had been
deployed in over 30,000 restaurants and more than 53,000 offline retail stores.
The deployment of our conversational intelligence products has significantly improved
clients’ business performance. For example, for a retail client, its sales revenue improved by
6% within three months after it began using our conversational intelligence products.
In supply chain and profit management, we enhanced a client’s inventory accuracy,
leading to a 40% increase in inventory turnover in the second quarter of 2024, comparing to
that in the same quarter of 2023, and a reduction in holding costs, such as storage fees and
capital costs. For the same quarter, we also optimized procurement costs by 10% through
data-driven negotiations with suppliers and strategic sourcing decisions. Additionally, our
platform streamlined logistics operations, reducing order processing time by 60% for the same
and improving delivery speed and accuracy through IoT and GPS-enabled real-time tracking.
By implementing a comprehensive supplier quality management system and a robust product
quality traceability framework, we reduced the supplier’s order error rate by 8% in the second
quarter of 2024, comparing to that in the same quarter of 2023, resulting in fewer product
returns and higher standards across the supply chain. Order error rate is calculated as a
percentage, representing the number of erroneous orders, whether due to delivery of incorrect
products or the omission of ordered products, by the total number of orders processed within
a specific time period.
In terms of smart space management, we had successfully processed over 580,000 service
tickets, a testament to our capability to handle large-scale IT operations with unparalleled
precision and efficiency as of June 30, 2025. As of the same date, our platform had connected
to over 2.0 million devices, processing an average of 1,329 repairs daily, and integrates data
from more than 20 sources, including visual, operational, audio, and device status data. This
broad market adoption reflects the solution’s effectiveness in transforming IT service
management, enhancing operational efficiency, and ensuring continuous business operations.
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Our operational intelligence business generated RMB363.1 million, RMB594.7 million,
RMB522.8 million, RMB230.0 million and RMB268.5 million in revenue in the year ended
December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025,
respectively. Notably, 2023 and 2024 saw significant adoption beyond the retail and food and
beverage sectors. These results underscore the value our products and solutions bring to offline
businesses, enabling them to thrive in a data-driven world.
LARGE MODEL PRODUCTS
We are at the forefront of AI-driven solutions, offering cutting-edge technologies that
transform marketing and operational strategies. Our large model products are anchored in our
primary offerings—Xiaoming Co-pilot and DeepMiner—both of which leverage advanced
artificial intelligence and proprietary large language models to deliver measurable
improvements in efficiency, insight generation, and workflow automation. These products are
built to seamlessly integrate with client systems, supporting a wide range of business scenarios
and enabling organizations to thrive in an increasingly competitive landscape.
Xiaoming Co-pilot
Launched in 2023, Xiaoming Co-pilot was designed to serve as a generative AI product
that seamlessly integrates across our various business operations, enhancing efficiency and
decision-making capabilities throughout a business or institution. We position Xiaoming
Co-pilot as an integrated assistant specifically for professionals in marketing and operational
scenarios. It also functions as the unified interface and entry point to our full suite of agent
tools. Xiaoming Co-pilot is integrated within browsers and office communication applications,
seamlessly embedding AI capabilities into business workflows. It is fully compatible with our
proprietary Miaozhen Systems and smart store operating system. Xiaoming Co-pilot can
connect with the executive systems of our clients in marketing and operations, enabling it to
process data from these systems efficiently. Leveraging its AI-powered analytical and
deductive capabilities, Xiaoming Co-pilot has been further developed to assists clients in data
analysis and strategy formulation. It collaborates with clients’ executive systems to execute
marketing campaigns both online and offline, achieving targeted sales and creating a
closed-loop business process. Xiaoming Co-pilot was commercialized in 2024, mainly as an
AI-powered tool to facilitate services provided by different software under our marketing
intelligence business line. Revenue generated from Xiaoming Co-pilot was therefore recorded
under the revenue from the relevant software in 2024.
Built on the foundation of our extensive data resources and industry expertise, Xiaoming
Co-pilot utilizes advanced AI algorithms and leverages large language models, such as
DeepSeek, to enable human-like reasoning and empower business operations through an AI
application platform in areas such as content generation, research, knowledge management,
and process automation.
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The screenshot below illustrates the AI application platform that could be used via
Xiaoming Co-pilot, as well as the conversation, painting, and knowledge management
functions that can be easily accessed via the tool bar.
This innovative product lowers the entry barrier for lay person to deploy artificial
intelligence tools, effectively enabling employees of our clients to access information, generate
insights, and automate repetitive tasks, ultimately streamlining workflows and boosting overall
productivity. Moreover, Xiaoming Co-pilot supports industry-specific applications, such as
analyzing market trends for tailored marketing campaigns or synthesizing research data to
uncover actionable insights. This adaptability and extensibility provide vast potentials for
immediate adoption and application in different business and operational scenarios faced by
our clients whenever they arise.
Enabling Marketing Intelligence
Xiaoming Co-pilot enhances our marketing intelligence offerings in two significant ways:
by reducing costs and increasing efficiency in social media analysis and precision advertising
placement at scale, and by creating new “generative marketing” business opportunities in the
broader marketing landscape. As a result, individuals are empowered with AI capabilities to
perform comprehensive data analysis, content generation, marketing campaign planning and
execution—tasks that previously required intervention by professionals with sophisticated
industry experience.
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Traditionally, given the personalized needs of each client of social media management
software, social media analysts often face a heavy workload involving the manual handling of
unstructured data—tasks that, while not particularly complex, are repetitive and labor-
intensive. The emergence of AI products has improved efficiency in handling data, but users
still have to take multiple steps from data collection and data input to back-and-forth
interactions with AI tools to generate reports with meaningful insights. Unlike conventional AI
products that rely on chatbot interactions, Xiaoming Co-pilot emphasizes the integration of
artificial intelligence with workflows, allowing users to flexibly and conveniently harness large
model capabilities while handling their tasks. For example, when internet users open a
mainstream social media platform via a browser, they can invoke multimodal models to extract
video scripts and use large language models to analyze the content, extracting key information
such as user scenarios, audience sentiments, demographic segments, and recommended
marketing strategies. This feature significantly reduces the repetitive workload by manual
labor, enabling employees to focus on critical issues and key strategies. By combining the
advanced language and multimodal capabilities through Xiaoming Co-pilot, we significantly
reduce the burden on analysts, allowing them to focus on more valuable work such as
generating insights and developing strategies. The screenshot below illustrates the multimodal
analysis capabilities of Xiaoming Co-pilot in interpreting and summarizing the promotional
content on social media platform:
Summary of the
marketing post
texts
Imitation of
marketing
contents
As illustrated in the screenshot, Xiaoming Co-pilot is deployed as a browser extension.
When a user views a social media marketing post containing text and images, they can click
on the “AI Analysis” button embedded in the post. This action allows the user to view basic
information, including the extracted content of the post and a summary of the post. More
importantly, the user can interact with Xiaoming Co-pilot by inputting specific details such as
the product they want to promote, the core promotional message they want the audience to
receive, and any other requirements. Xiaoming Co-pilot then quickly generates a similar
marketing content for social media, mirroring the style of the original post being analyzed. This
feature enables users to efficiently create engaging and consistent marketing content tailored
to their promotional needs.
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In addition, Xiaoming Co-pilot integrates with our RTA system to significantly enhance
marketing strategy deployment. This integration represents a breakthrough in efficiency and
precision. During the client’s use of the Miaozhen Systems’ RTA system, Xiaoming Co-pilot
facilitates rapid strategy generation and RTA system parameter configuration, streamlining the
entire process. Users log into the RTA product, activate the Xiaoming Co-pilot plugin, and
input detailed campaign parameters, including brand information, industry category, campaign
duration, type, objectives, budget, and media selection. Once parameters are submitted, the
RTA system, empowered by Xiaoming Co-pilot, utilizes historical data and advanced
marketing models to automatically generate and deploy strategies, ensuring precise audience
targeting and efficient resource allocation. This seamless integration allows for the automatic
synchronization of strategy configurations and audience targeting data to the RTA system,
completing the strategy generation and deployment process with efficiency and accuracy.
In broader marketing applications, we observe that AI not only alleviate existing
workloads but also hold immense value in the broader field of content marketing. The core of
marketing revolves around touchpoints, audience segments, and content. Our current product
and solutions have already provided clients a full spectrum of services revolving around
touchpoints and audience segments, by optimizing their digital and out-of-home advertising,
enhancing marketing efforts on social media platforms and through private domains, and
managing and utilize data to drive customer engagement and growth. The next step for
technological disruption is effective marketing content. As the capabilities to identify a myriad
of target customer segments through various touchpoints will gradually proliferate, the ability
to quickly mass produce effective marketing content tailored for the preferences of each target
segment via each touchpoint is essential. We are moving fast to pioneer in the development of
such ability through Xiaoming Co-pilot stemming from our abundant experience in analyzing
vast amounts of structured and unstructured data. For our current initiatives in “generative
marketing,” see “—Marketing Intelligence—Our Flagship Product—Miaozhen Systems—Key
Operating and Technological Metrics of Miaozhen Systems—Our Innovative Product
Pipeline—Use case: AI-generated marketing content generation and placement.” We believe
Xiaoming Co-pilot is poised to revolutionize our marketing intelligence clients’ experience in
the domain of generative marketing.
Empowering Operational Intelligence
Xiaoming Co-pilot also adds significant value to our operational intelligence products
and solutions to elevate our clients’ offline service quality, optimize training efficiency,
streamline customer flow, and support strategic expansion. By integrating advanced AI and
conversational intelligence, Xiaoming Co-pilot empowers offline stores to analyze customer
interactions, train staff effectively, manage peak-hour traffic, and facilitate franchisee
evaluation, driving both operational efficiency and customer satisfaction.
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In human resource management, Xiaoming Co-pilot enhances talent acquisition by
streamlining resume screening and job matching. By accessing external recruitment platforms,
it evaluates candidates against job descriptions, assessing factors such as work experience,
educational qualifications, and project compatibility. This data-driven approach provides
actionable insights, facilitating informed hiring decisions.
In offline service scenarios, Xiaoming Co-pilot analyzes conversational data between
service personnel and customers, assessing protocol adherence and identifying best practices.
This data-driven approach enables offline stores to standardize service quality, improving
conversion rates and overall customer experience.
The co-pilot also transforms traditional service personnel training, an otherwise resource-
intensive process. Leveraging large language models and knowledge base technologies, in the
context of our conversational intelligence products, Xiaoming Co-pilot pushes relevant
information directly to trainees who may lack knowledge in certain aspect, enabling them
address customers’ questions on the spot in real time, and facilitating them to learn, practice,
and assess their skills during fragmented time intervals, thereby enhancing their professional
capabilities and ultimately ensuring customer experience. Additionally, real-time, high-quality
conversational data can be continually incorporated into the knowledge base as training
material, facilitating a cycle of ongoing improvement.
To handle peak-hour traffic, Xiaoming Co-pilot enables intelligent customer flow
management, autonomously guiding customers to nearby stores when needed. Additionally,
automated responses to routine inquiries maintain service standards during busy times,
allowing service personnel to focus on complex questions and enhancing overall efficiency and
satisfaction.
For clients in franchise expansion, Xiaoming Co-pilot further optimizes the franchisee
selection process. By leveraging AI-based scoring during video interviews with potential
franchisees of chain stores, the Co-pilot tags and evaluates candidates on multiple criteria,
providing fair and data-driven assessments. This process enables chain store clients to select
franchisees more accurately and efficiently, supporting their brand’s growth and market
expansion.
While Xiaoming Co-pilot is a generative AI product that primarily supports our existing
marketing intelligence and operational intelligence business operations, it holds significant
potential to evolve into a standalone product capable of independently generating revenue. As
businesses increasingly recognize the value of AI-driven and large model products in
enhancing their workflows and decision-making processes, Xiaoming Co-pilot is initially
designed to be offered to our clients as a subscription-based product for sale. The charging
model for Xiaoming Co-pilot is expected to remain flexible to adapt to the evolving market
needs. Following the launch of DeepSeek R1 and other advanced large language models,
combined with our efforts to leverage Xiaoming Co-pilot’s integrated connectivity and
sophisticated analytical capabilities, we plan to strategically increase investments to enhance
the platform’s core functionalities. This expansion aims to enable broader deployment across
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diverse verticals within marketing intelligence operations through optimized deduction
architectures and scalable application frameworks. Currently, Xiaoming Co-pilot can connect
to both internal and external advertising systems, social media data, and domestic and
international e-commerce data. This expanded connectivity enables us to deploy the platform
more broadly across various verticals within marketing intelligence operations including
marketing strategy analysis, advertising placement and e-commerce data analytics, among
others. By expanding its capabilities and adapting to a wider range of industry-specific
applications, Xiaoming Co-pilot has the potential to become a powerful tool for companies
seeking to integrate advanced AI and large model capabilities into their operations, thereby
creating a new revenue stream for us and establishing a broader market presence.
Case Study: How Xiaoming Co-pilot Assists Enterprises with Improving Operating
Efficiency
One of our clients uses Xiaoming Co-pilot to analyze their brand marketing strategies
across the following dimensions. To start with, it helps to analyze demographic insights and
media preference. The system’s built-in intelligent Q&A function quickly answers questions
like, “What media do foodies prefer in the first half of 2024?” Based on user profiles and media
usage data, it can accurately select advertising platforms. Moreover, as a multi-data system, it
supports post-analysis and performance evaluation of multi-source data, optimizing the return
of interest in advertising. For example, by integrating data from different media platforms, the
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system can effectively track and review post-campaign performance. In addition, it can assist
with brand and schedule management. The system clearly lists each brand and its
corresponding advertising schedule, facilitating collaborative management of multiple projects
by sales and marketing teams.
DeepMiner
In response to the rapidly evolving and increasingly complex needs of enterprise clients,
we have launched DeepMiner, a trusted business intelligence agent and next-generation
enterprise AI assistant designed to support intelligent decision-making. DeepMiner represents
a strategic upgrade and technological leap from our Xiaoming Co-pilot offering, building on
our experience in AI-driven decision making. By integrating advanced reasoning capabilities
and enabling human-like software interactions, DeepMiner fundamentally enhances system
flexibility, data connectivity, and user experience.
DeepMiner leverages a multi-agent “Foundation Agent” architecture, in which
specialized sub-agents, each with domain-specific expertise, collaborate to deliver end-to-end
solutions from data collection and analysis to insight generation, decision making, and
execution of actual marketing and operational tasks. The platform supports a wide range of
interaction modes, including natural language queries, file uploads, and link sharing, and
maintains robust context awareness for multi-turn conversations and complex task flows. This
approach enables businesses to make smarter, faster decisions and significantly reduces the
manual effort required for data-driven tasks. The following screenshot illustrates how a user
may interact with the DeepMiner interface:
Users can input
specific business
analysis tasks to
be executed on
this interface
This interface
showcases business-
specific
models/templates.
Categorized by
scenarios, it lets
users quickly select
fits, cutting
customization time
and streamlining
workflows for on-
demand tasks
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Key features and functions of DeepMiner include:
 Autonomous Task Planning and Execution. Leveraging its Foundation Agent
architecture, DeepMiner can understand a user’s request in natural language,
autonomously plan the necessary steps, and execute the entire workflow without
relying on pre-set, rigid processes.
 AI-Powered Flexible Data Integration. This feature enables flexible data
integration driven by AI, leveraging AI orchestration to intelligently unify diverse
data sources and coordinate cross-system data flows seamlessly. It supports
automated end-to-end data integration and processing: AI algorithms autonomously
handle data cleansing, standardization, and transformation, ensuring consistent,
high-quality data without manual effort. Beyond basic integration, it delivers
multi-dimensional intelligent analytics aligned with industry professional standards.
By applying AI models tailored to sector-specific rules, it identifies trends, detects
anomalies, and generates actionable insights (e.g., retail demand forecasting,
financial risk assessment). This transforms raw data into high-value information,
meeting modern enterprises’ needs for advanced, intelligence-led data management.
 Multi-Agent Collaborative Architecture. DeepMiner is built on our proprietary
Foundation Agent framework, which coordinates a team of specialized AI agents.
Each agent brings domain-specific expertise, and the system dynamically assigns
tasks to the most suitable agent, ensuring efficient and accurate results.
 Reusable Task Templates and Intelligent Memory. The system learns from
successful task executions, distilling best practices into reusable templates. It also
features an intelligent memory space that captures and manages business
knowledge, allowing for continuous improvement and more personalized service
over time.
 Transparent and Explainable Decision-Making. Every step in DeepMiner’s
analysis and decision process is fully traceable and explainable, allowing users to
understand how conclusions are reached and to intervene or adjust parameters as
needed. This transparency addresses common concerns about AI “black box”
outputs and enhances trust in the system’s recommendations.
DeepMiner’s Core Technological Moat: Cito and Mano
DeepMiner’s competitive edge is anchored in its dual-agent architecture, featuring the
Cito and Mano models, which together redefine the boundaries of enterprise AI. Cito, the
advanced instruction reasoning model, acts as the analytical and decision-making arm of the
platform. Unlike conventional large language models that often falter in complex, real-world
business scenarios, Cito is engineered for deep, dynamic reasoning. It constructs specialized,
context-aware reasoning chains for multifaceted commercial tasks, leveraging a human-in-the-
loop mechanism to ensure that every decision step is both controllable and transparent. This
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approach not only narrows the action space for more precise outcomes but also incorporates a
closed-loop reward system, enabling Cito to continuously self-optimize and adapt to evolving
business environments. The result is a fully explainable, traceable decision process, breaking
the traditional “black box” barrier and empowering organizations with actionable, data-driven
insights.
Complementing Cito is Mano, DeepMiner’s proprietary dexterous execution model,
which serves as the automation engine for operational tasks. Mano functions as a “virtual
dexterous hand,” enabling intelligent agents to interact with and manipulate a wide array of
digital environments, from web browsers to enterprise software systems. Its core innovation
lies in continuous reinforcement learning, allowing Mano to autonomously explore, adapt, and
master new platforms and workflows without the need for manual intervention or
reprogramming. This adaptability drastically reduces the maintenance overhead typical of
traditional automation tools, especially in rapidly changing business contexts. Mano has
achieved top rankings in global industry benchmarks, including Mind2Web Browser Use Agent
benchmark and OSWorld Computer Use Agent benchmark, underscoring DeepMiner’s
technical leadership. Together, Cito and Mano form a tightly integrated, end-to-end intelligent
automation system, transforming DeepMiner into a platform that not only delivers strategic
insight but also executes complex business operations with precision and reliability.
Illustrative Example: Using DeepMiner in Competitive Marketing Strategy Analysis
A practical example of DeepMiner’s capabilities is illustrated by a skincare brand
manager aiming to analyze and benchmark competitors’ grassroots marketing strategies. The
process begins with the manager submitting a broad analytical request. DeepMiner’s system,
powered by its Cito model, initiates an interactive clarification dialogue to refine the problem
statement, pinpointing product categories, competitor scope, target platforms, and reporting
preferences.
Once the requirements are defined, Cito autonomously plans the analytical workflow,
decomposing the task into discrete, logical steps such as data source identification, collection
parameters, and analytical dimensions. Mano, DeepMiner’s automated execution model, then
operationalizes this plan by navigating and processing relevant data using human-like
interactions.
The agent dynamically constructs an analysis framework encompassing channel
effectiveness, content strategy, influencer segmentation, user sentiment, and conversion
metrics. Data is processed and synthesized into a structured, interactive HTML report,
providing actionable insights such as brand ranking, engagement rates, and differentiated
marketing tactics. Throughout the process, Cito ensures dynamic task planning and reasoning,
while Mano guarantees precise, scalable data acquisition and execution. Key findings and
analytical workflows are stored in DeepMiner’s memory space, enabling knowledge
accumulation and template reuse for future analyses. This case exemplifies DeepMiner’s
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ability to complete comprehensive data analysis tasks automatically and transform complex,
multi-source data into standardized, reusable business intelligence assets, significantly
enhancing efficiency, knowledge transfer, and decision making for enterprise clients.
We intend to adopt a dual business model for DeepMiner, combining Software-as-a-
Service (SaaS) and Results-as-a-Service (RaaS), to maximize its commercial value across
marketing and operational scenarios. As a SaaS product, we expect to offer DeepMiner with a
tiered pricing structure based on usage frequency and resource consumption, with additional
licensing fees for high-value agent functionalities and customized services to address unique
client requirements. Under the RaaS model, we expect to partner with marketing agencies and
operational intelligence clients to integrate DeepMiner’s AI-driven services into their
workflows, and charge performance-based fees, such as a percentage of e-commerce gross
merchandise value or advertising spend in marketing, and a share of total transaction value in
offline operations. This approach enables DeepMiner to share in the clients’ growth it helps
generate, transforming its role from a cost center to a profit driver for clients, and creating a
sustainable, scalable revenue stream for our Company.
Compared to Xiaoming Co-pilot, DeepMiner offers significant advantages in flexibility,
data connectivity, and autonomous task planning, enabling dynamic adaptation to complex and
personalized enterprise needs. Building on these strengths, DeepMiner significantly raises the
technical barrier and expands the breadth and depth of business scenarios that can be addressed
thereby enabling us to serve a wider range of industries and client needs. This, in turn,
enhances client satisfaction and opens up new opportunities for revenue growth.
INDUSTRY SOLUTIONS
Our industry solutions provide businesses and institutions with tools to centralize and
uncover hidden patterns in data, helping them make more informed decisions. We achieve this
by combining data from various business systems into a single, centralized platform. This
allows our clients to share and analyze their data more effectively. Using knowledge graph
technology and AI algorithms, we create efficient and easily understandable relationships
among complex data from different sources identify data that meets specific criteria, thereby
providing actionable insights to our clients.
Unlike our marketing and operational intelligence businesses that mainly serve clients in
the consumer and catering sectors, our industry solutions mainly served clients from sectors
such as finance, manufacturing, and rail transit during the Track Record Period, providing them
with solutions that combined multi-source heterogeneous data with AI algorithms to meet their
specific AI needs and unlock the value of their data. These solutions address technical and
industry-specific challenges the clients face and do not overlap with the services offered under
the other two businesses. Industry solutions directly operate in a centralized working
environment owned by the client and aggregate clients’ data scattered across different systems
for analysis. Unlike marketing intelligence that actively monitor and process data from the
public domain, the data used for analysis in industry solutions are all business data owned by
the clients. In addition, compared with operational intelligence services that are delivered
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through certain standardized and modularized products across people, merchandise and space
with the aim to facilitate the client’s offline operations encompassing customer interactions,
supply chain management and IT operations management, industry solutions are all project-
based offerings in targeted application scenarios based on the client’s needs. For example, we
assisted a large national bank in analyzing five years of comprehensive data to strengthen its
risk control capabilities. By developing models for implicit relationships, abnormal
transactions, capital backflow, employee ethics, and loan review sentiment analysis, we
improved the bank’s operational risk management and overall risk control system.
The revenue model for these industry solutions was based on a one-time project fee
structure, where clients were charged upon the completion and acceptance of each signed
project. During the Track Record Period, our industry solutions generated revenues of
RMB102.7 million in 2022, RMB114.6 million in 2023, RMB127.7 million in 2024, RMB12.4
million in the six months ended June 30, 2024 and RMB21.1 million in the six months ended
June 30, 2025, respectively.
In the second half of 2022, we decided to phase out this business line, choosing not to take
on new projects. The decision to shift away from industry solutions was driven by several key
factors. First, we chose to concentrate on our core strengths in marketing and operational
intelligence, areas where it sees significant potential for growth and innovation. As our
business evolved, it became clear that industry solutions did not generate the network effects
that our marketing and operational intelligence offerings do. This is because clients of industry
solutions are from sectors distinct from clients of marketing and operational intelligence
businesses, resulting in limited cross-selling opportunities. We could leverage our accumulated
industry insights its marketing intelligence and devote more resources in continually
developing standardized products for our smart store operating system under operational
intelligence. Second, the clients primarily served by industry solutions were distinct from the
clients served by marketing and operational intelligence, and they did not show consistent or
ongoing demand for these services, which limited the business unit’s scalability. Additionally,
the gross profit margins for industry solutions were lower than those of marketing and
operational intelligence. Considering client demand, growth potential, and profitability, we
decided to phase out the industry solutions business in the second half of 2022 and refocus on
the marketing and operational intelligence, which demonstrate stronger demand, higher
profitability, and better growth prospects. Despite our move to phase out this business, we
continue to recognize revenue upon reaching certain milestones from previously signed
contracts that have relatively large contract amounts and long delivery cycle to honor existing
commitments and complete the delivery of projects already in progress.
By shifting away from this business, we are able to focus our resources on areas with
higher growth potential and more sustainable revenue streams, such as building our
foundational technologies and further developing our marketing and operational intelligence
businesses, in alignment with our long-term strategic objectives.
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OUR CORE COMPETENCIES
Integrated Multimodal Data
In today’s data-driven world, the diversity and complexity of data play a crucial role in
shaping effective business strategies. We have built our technological leadership on the ability
to collect, process, and analyze a wide range of data modalities, enabling us to develop
innovative solutions across various industry verticals. Leveraging multimodal data—including
text, images, voice, video, internet user behavior, and sensor signals—we provide our clients
with actionable insights that drive business success. See “—Key Technologies—Data Privacy”
for our efforts to protect data privacy and personal information.
Our marketing intelligence application software is powered by the extensive variety of
data. For example, we leverage social media data from a wide array of platforms, analyzing
content such as posts, images, and videos to understand consumer behavior and market trends.
Additionally, we incorporate biometric data, including electroencephalography (EEG) signals
and eye-tracking data, to gauge consumer reactions to advertisements, providing deeper
insights into engagement and emotional responses. We also monitor internet user behavior,
tracking interactions like ad exposures and clicks to assess advertising performance and
optimize media strategies.
To support our clients’ operational efficiency, we capture real-time data from both online
and offline customer interactions. Our conversational intelligence software processes voice
data from customer conversations using automatic speech recognition (ASR) and natural
language processing (NLP) technologies. This data is further enriched with information from
clients’ internal systems, such as order databases, membership platforms, and inventory
management systems. In offline environments, we collect data from IoT devices, including
sensors and alarms. This data encompasses visual information (e.g., customer flow, product
placement), environmental metrics (e.g., temperature, humidity), and audio signals (e.g.,
background music, in-store conversations), providing a comprehensive view of store
operations.
We dynamically adapt and utilize combinations of these data modalities in real-time
allows us to offer highly precise and tailored insights to our clients. This unique capability not
only requires the sophisticated collection, analysis, and processing of multimodal data but also
demands the flexibility to handle ever-changing modality combinations with precision. Our
proprietary technologies such as the hypergraph multimodal large language model (HMLLM),
and hypergraph retrieval-augmented generation (HRAG) play a critical role in this process by
enabling us to seamlessly integrate and analyze these diverse data sources. See “Business—Our
Key Proprietary Technologies” for details on the features, examples of application scenarios
and significance of these technologies. Furthermore, we continuously integrate real-time
market conditions and client feedback into our software, optimizing our algorithms and
creating a robust, closed-loop system. This ongoing cycle of data refinement and technological
enhancement solidifies our leadership in the field and continually strengthens our competitive
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advantage. By integrating these diverse data types, we provide our clients with a holistic view
of their operations, enabling them to enhance customer engagement, improve sales
performance, and optimize overall operational efficiency.
Key Technologies
Our success is predicated on its development of innovative and proprietary technologies,
specifically in the fields of data intelligence, enterprise knowledge graph and data privacy,
which are widely recognized by 2,322 patents and 596 patent applications, over 460 domestic
and international awards and 44 industry reports as of June 30, 2025.
Data Intelligence
Our core product offerings are built upon our proprietary data intelligence technologies,
which involve the collection and integration of multimodal data, the analysis of such data to
help enterprises gain valuable insights into their business operations, ultimately facilitating
informed, data-driven, AI-based decision-making.
 Multimodal data integration. At the foundation of our product offerings lies a
centralized data management platform that enables enterprises to gather multimodal
data from diverse sources and seamlessly integrate such data into a unified and
structured format. This capability addresses the challenges faced by many
businesses in effectively processing and integrating various types of data, making
data accessible for further analytics and utilization. Our proprietary data
technologies excel in dissecting and managing multimodal data, from text, images,
videos and audios to IoT data.
 Multimodal data insights. Once the multimodal data is collected and integrated, we
employ sophisticated data analytics techniques to extract meaningful insights.
Leveraging advanced AI technologies such as machine learning algorithms and NLP ,
we further enhance and automate the analysis process and develops applications
tailored to specific marketing and operational scenarios to uncover valuable insights
regarding consumer behavior pattern, market trends, sales performance, and store
operations. These insights provide business managers across industry verticals with
a holistic view of the marketing and operational performance.
 Data-driven, AI based decision-making. Leveraging the insights derived from data
analysis, our data intelligence technologies empower enterprises to make informed
decisions that enhance productivity and drive business success. Business managers
can utilize these insights to identify market opportunities, optimize processes,
mitigate risks, and improve overall business performance. Moreover, the insights
derived from data intelligence can fuel innovation, leading to the development of
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new products, services, and business models. Ultimately, we envision that our data
intelligence technologies will enable enterprises to unlock the full potential of data
and achieve complete digitalization and automation of various processes across
organizations.
Application of Data Intelligence Technologies in Marketing Intelligence
Please refer to “—Marketing Intelligence—Our Flagship Product—Miaozhen
Systems—Key Operating and Technological Metrics of Miaozhen Systems—Our Innovative
Product Pipeline—Use case: AI-generated marketing content generation and placement” for
details.
Application of Data Intelligence Technologies in Operational Intelligence
In operational intelligence scenarios, such as IT equipment management for restaurants
and retail chains, we begin by collecting a wide range of multimodal data using sensors and
probes procured from third-party suppliers across various devices and environments. This
includes our intelligent dialogue hardware, cash registers, printers, network devices, DMB
displays, and more. The data collected covers parameters such as conversations between sales
representative and customers, device operational status, error logs, temperature, humidity, and
others., showcasing our robust multimodal data integration capabilities. Our advanced
multimodal data analysis platform further analyzes this diverse data using techniques such as
time series analysis, image recognition, and machine learning. The system can promptly detect
abnormal device behavior, potential faults, and environmental risks. For example, it can
identify potential network congestion or security threats by monitoring network device data
flow or anticipate possible equipment overheating by analyzing environmental data. This
multidimensional analysis highlights our multimodal data insight capabilities. Based on this
analysis, our AI-driven decision-making system uses intelligent algorithms and historical data
to provide IT operations personnel with optimized action plans. This includes automatic
scheduling of routine inspections to ensure timely maintenance of critical equipment,
generating smart work order reminders for rapid response to equipment failures, and offering
equipment procurement suggestions to optimize resource utilization and operational costs.
These decisions exemplify our capabilities in data-driven, AI based decision-making.
Enterprise Knowledge Graph
Our enterprise knowledge graphs are distinguished by their advanced features that
enhance the richness, context, and performance of data management and analysis. A key
differentiator is our unique approach to graph modeling, which incorporates the concepts of
“events,” “time,” and “space.” By integrating these elements, we create knowledge graphs that
are not only dynamic and informative but also optimized for the storage of time-series data.
This approach significantly enriches the context and relevance of the knowledge graphs,
allowing businesses to gain deeper insights and make more informed decisions. The
incorporation of “events,” “time,” and “space” into our knowledge graph modeling is a core
innovation instrumental in our being awarded the first prize of the prestigious “WU Wenjun
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Artificial Intelligence Science and Technology Award,” a recognition that underscores our
leadership and excellence in this field. We also adopted Hypergraph Retrieval-Augmented
Generation (HRAG), integrating knowledge graphs, which possesses the capability to reason
about complex semantic issues in high-dimensional spaces (i.e., simultaneously analyzing a
wide range of variables). HRAG upgrades the previously deployed knowledge graphs by
retrieving and using not just the text format, but also images, speech, and videos without the
need to go through a process to convert other data format into text. This accelerates the data
retrieval process and reduces time required to retrieve multimodal data. The ability to model
these dimensions of multimodal data within our knowledge graphs not only makes them more
comprehensive but also enables us to handle complex data relationships with a high degree of
accuracy and efficiency.
Our knowledge graphs are designed to handle large-scale data with exceptional
performance and scalability. They support the storage and computing of over 9.5 billion
entities, relationships, and events, and are capable of processing real-time queries in
milliseconds. This capability ensures that users can access critical information quickly and
efficiently, even as the volume and complexity of data grow. Additionally, our knowledge
graphs feature a robust traceback mechanism that records historical data, allowing users to
access and review previously generated knowledge graphs. This feature provides a valuable
tool for historical analysis, enabling better business decision making reflecting changes and
developments over time with precision.
Data Privacy
In view of the increasing significance of data privacy from both the commercial and
regulatory aspects, we have implemented a comprehensive data privacy protection mechanism
and data ethics framework to guide our data collection, processing and storage activities. Our
commitment to safeguarding user privacy has been recognized with 111 invention patents and
patent applications. By instituting these robust technologies, we ensure that all personal data
collected by us is handled with the utmost respect for privacy and in accordance with
regulatory requirements. This includes ensuring that user information is only collected and
processed with the appropriate consents from the users who uploaded the contents. We have
obtained certifications for the Information Security Management System (ISO 27001), Quality
Management System (ISO 9001), IT Service Management System (ISO 20000), and Privacy
Information Management System (ISO 27701). In 2022, we became one of the first companies
in China to receive the Certificate for Data Security Management Capability according to Frost
& Sullivan, further underscoring our strength in data security.
As an industry leader and trend-setter, we have been assisting the China Advertising
Association and the China Communications Standards Association in formulating a pioneering
series of standards for internet advertising data security and personal information protection
since 2022. Among these standards, “Technical Requirements for Internet Advertising Privacy
Computing Platforms” was submitted to the China Communications Standards Association in
January 2024 for release. We continue to play an active role in the formulation of the remaining
sections of these crucial industry standards relating to data privacy.
For further details on the steps we take to ensure data privacy and security, see “—Data
Privacy and Security Measures.”
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The table below illustrates our key proprietary technologies, their respective features,
examples of application scenario and significance in chronological order:
Key Proprietary
Technology Main Features
Examples of Application
Scenario and Significance
2018: domain-specific
knowledge graph
technologies
combined with large
language model
(LLM) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Provide industry-specific analysis that
enables consumer goods companies to
understand consumer behavior,
discover new product development
opportunities, and accelerate product
innovation
Marketing Intelligence
Suppose a consumer goods client wants
to identify emerging trends in baby
clothing. Traditionally, this would
require manually reviewing sales data
and customer feedback, which is time-
consuming and may miss subtle
patterns. With our technology, the
knowledge graph organizes all relevant
data points—such as types of fabrics,
age groups, and customer
demographics—while the LLM scans
millions of online discussions and
reviews to detect new topics, such as a
sudden increase in interest in “organic
cotton baby clothes” among young
mothers.
When the LLM identifies this trend, it
links the information back to the
knowledge graph, which helps client
see not only that “organic cotton” is
becoming popular, but also which
customer segments are driving the
trend, what other products are being
discussed alongside it, and how this
interest is evolving over time. This
enables the client to quickly adjust its
product development and marketing
strategies, such as launching a new
line of organic cotton baby clothes
targeted at young mothers, ahead of its
competitors.
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Key Proprietary
Technology Main Features
Examples of Application
Scenario and Significance
This combination, as applied in
Miaozhen Systems, allows for real-
time, in-depth analysis and predictive
analytics, enabling companies to gain
actionable insights, tailor marketing
strategies for the consumer goods
industry, identify market gaps, and
rapidly prototype new products. As a
result, these companies can benefit
from more precise market
segmentation, improved consumer
targeting, faster time-to-market, and a
significant competitive edge, ultimately
driving business growth and enhancing
customer satisfaction.
2019: a face
recognition method
based on meta-
learning /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Recognize visuals with significantly
reduced dependence on samples in
training face recognition models in
new scenarios
Marketing Intelligence
Before introduction of the technology,
enterprises and advertising agencies
acting on behalf of enterprises often
had difficulties in advertising channel
selection and therefore were inefficient
in allocating media spending budget
across digital and traditional media
channels. The technology as applied in
Miaozhen Systems helps efficiently
recognize influencers in ad materials
and generate in-depth market insights
such as the effectiveness of promoting
a particular consumer product by a
influencer. Clients are therefore
empowered to select the influencers
that have the potential to generate the
best advertising performance results.
Operational Intelligence
Before introduction of the technology,
offline businesses typically hire
security personnel to ensure night-time
security of stores.
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Key Proprietary
Technology Main Features
Examples of Application
Scenario and Significance
The meta-learning based technology as
applied in the smart store operating
system helps businesses to effectively
monitor designated store areas at night
to ensure security of valuable goods
and equipment and reduces relevant
labor costs.
2019: knowledge graph
technologies applied
to assist frontline
sales personnel in
understanding
consumer demands
and optimizing sales
strategies /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Analyze complex relationships and
patterns in consumer data and can be
used to provide coaching tools
mimicking real-life sales scenarios
Operational Intelligence
Before the introduction of knowledge
graph technologies, sales performance
analysis relied heavily on manual
methods, such as in-person workshops
and performance reviews. These
methods were time-consuming and
often failed to capture the full scope of
sales interactions.
Knowledge graph technologies, as
applied in our conversational
intelligence product, help our frontline
sales personnel better understand
customer needs and improve sales
strategies. By mapping and analyzing
complex relationships within large
volumes of sales and customer
interaction data, the system can
automatically review each conversation
with customers, identify key topics
such as product features or customer
concerns, and highlight trends like
frequent questions about pricing. It can
also detect patterns, such as a link
between mentions of competitor
products and lower sales success,
enabling managers to make real-time
adjustments to sales tactics.
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Key Proprietary
Technology Main Features
Examples of Application
Scenario and Significance
In addition, the technology can simulate
real-life sales scenarios for targeted
training. For example, if a sales
representative has difficulty with price
negotiations, the system can generate a
virtual customer profile based on
actual sales data, allowing the
representative to practice and improve
negotiation skills. The knowledge
graph can also identify emerging
market trends, such as increased
interest in environmentally friendly
packaging, and promptly alert the sales
team, supporting timely adjustments to
product offerings and marketing
strategies.
2021: a meta-learning
model capable of
developing derivative
models to
competently conduct
various types of
tasks /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Create and train specialized mini-models
to handle different tasks effectively
with less computing power than
utilizing a single large model
Operational Intelligence
Before the introduction of this
technology, offline businesses typically
managed their inventories manually.
Employees would count items and log
the data into a digital system, which
was both time-consuming and prone to
human error. Traditionally, inspecting
food quality in stores was a manual
process. Employees would visually
inspect food products to ensure they
met quality standards, which was
labor-intensive and subjective. Even
with the deployment of technological
tools, businesses still face the issue of
prolonged processing time.
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Key Proprietary
Technology Main Features
Examples of Application
Scenario and Significance
With the implementation of the meta-
based machine learning model in the
smart store operating system, the
inventory management process is
transformed. Instead of using a single
large model to manage all store
operations, which can be slow and
resource-intensive, our meta-learning
model deploys smaller, task-specific
models. One mini-model might be
specialized in scanning shelves to
quickly count items, another in
assessing the freshness of produce, and
another in predicting inventory needs
based on historical data. This division
of labor allows each mini-model to
operate more efficiently and accurately,
leading to faster and more reliable
store management. In addition, the
meta-learning model automates this
process by analyzing the shape and
other visual characteristics of food
products. Specialized mini-models are
trained to detect quality issues, such as
spoilage or damage, with high
accuracy. For example, one of the
mini-model can be trained to detect
food quality by analyzing the
dumpling’s shapes and determine if
they are fully fluffed. This automation
frees up store employees to focus on
other priorities, improving overall
efficiency and ensuring consistent
quality standards.
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Key Proprietary
Technology Main Features
Examples of Application
Scenario and Significance
2022: incorporation of
“events,” “time,” and
“space” to knowledge
graph modeling /H1118/H1118/H1118/H1118
Enrich the context and relevance of the
knowledge graphs and optimize the
storage of time-series data, making
them more dynamic and informative.
In practical terms, this means our
system does not just record static facts,
but also tracks how things change over
time, where they happen, and what
events trigger those changes.
Marketing Intelligence
Traditional knowledge graphs often
lacked the ability to incorporate
dynamic elements such as events, time,
and space. This limitation made it
difficult to capture the evolving nature
of data and relationships over time.
For example, they might fail to
recognize that a product referred to by
different names over time is actually
the same product.
By combining extensive and dynamic
data sets, Miaozhen Systems can help
enterprises understand what drives
consumer decisions and how these
drivers change over time, and predict
future market trends and consumer
behavior based on historical data and
current trends. We can also map out
the consumer journey, identifying
where consumers interact with a
particular brand, including online
interactions, in-store visits, and other
engagement points. By identifying the
most effective touchpoints and media
channels, enterprises can allocate their
marketing budget more efficiently.
Operational Intelligence
Before the technology, businesses relied
on manual analysis and reactive
maintenance, which were time-
consuming and inefficient.
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Key Proprietary
Technology Main Features
Examples of Application
Scenario and Significance
The new technology as applied in our
smart store operating system
dynamically links extensive and
dynamic data sets, such as equipment
performance data and environmental
data, providing a richer context and
more relevant insights. It identifies
patterns and correlations in real-time,
generating automated recommendations
for best practices to reduce machine
failures, providing automated
recommendations for faster issue
resolution. Through drawing
correlations between factors in the
supply chain management, such as
delivery time, order accuracy, and the
quality of goods supplied, sales record
and other events, it helps pinpoint
reasons for inventory shortage to
optimize procurement and inventory
management. For example, the
technology can identify that repeated
delivery delays or poor quality of
delivered products from a supplier
coincide with increased traffic
accidents during the rainy season in a
specific region. By correlating the
timing of delays, the location of
affected warehouses, and the
occurrence of external events, the
system can proactively suggest
increasing inventory levels in advance,
reducing the risk of stockouts. This
technology enables proactive
maintenance, data-driven decision-
making, and enhanced operational
efficiency, allowing businesses to
quickly respond to market changes,
optimize their operations continuously,
and gain a significant competitive
advantage.
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Key Proprietary
Technology Main Features
Examples of Application
Scenario and Significance
2023: MLLM /H1118/H1118/H1118/H1118/H1118/H1118/H1118Analyze and understand large volumes of
multimodal data, including text,
images, and videos, and deduce causal
relationships among data for market
insights and content generation
Marketing Intelligence
Before introduction of the technology,
enterprises faced difficulties in
optimizing marketing content for
distribution and may hire third-party
agencies to conduct surveys and
evaluate marketing performance, which
was time-consuming and less
comprehensive.
This technology as applied in Miaozhen
Systems deduces the causal
relationship between text, images and
videos in advertising materials and
their impacts, and helps enterprises
identify the advertising contents that
are likely to generate the best
marketing performance and even help
them automatically generate diverse
types of content that are predicted to
lead to the best marketing
performance. For example, the
technology can analyze a set of
advertisements and determine that
advertisements with a red background
and concise, conversational text tend
to achieve a higher click-through rate
than those with a blue background and
formal language. It can also identify
more complex patterns, such as finding
that advertisements featuring pets in
videos, when combined with informal
text, are significantly more effective in
engaging viewers.
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Key Proprietary
Technology Main Features
Examples of Application
Scenario and Significance
Furthermore, the technology can generate
multiple new advertising content
options by combining different
elements that are predicted to perform
well, and can even suggest scripts,
visual layouts, and background music
for video advertisements. This allows
enterprises to optimize their marketing
strategies proactively, rather than
relying solely on retrospective
analysis.
2023: HRAG /H1118/H1118/H1118/H1118/H1118/H1118/H1118Upgrade the knowledge graphs by
retrieving and drawing connections
among more diverse data types in an
efficient manner to provide more
precise analyses, richer insights, and
more innovative content creation
Marketing Intelligence
Before the introduction of HRAG,
enterprises typically relied on basic
data analysis methods that could only
handle a limited number of variables at
a time, often focusing on text-based
data alone. This approach made it
difficult to understand the complex
relationships between various factors
such as product features, customer
sentiments, seasonal trends, and recent
promotions. As a result, insights were
often incomplete and less effective for
developing customer retention and
growth strategies.
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Key Proprietary
Technology Main Features
Examples of Application
Scenario and Significance
With the application of HRAG in
Miaozhen Systems, enterprises are
enabled to analyze a wide range of
variables simultaneously, including
text, images, speech, and videos. For
instance, a retail brand can use HRAG
to discover that customers in northern
regions prefer watching videos with
snowy backgrounds during winter, and
that violin music in these videos can
increase conversion rates by 15%. By
combining this with weather data, the
brand can predict the best times for
promotions, transforming their strategy
into a comprehensive, multi-
dimensional insight. Consequently,
enterprises can develop more effective
marketing strategies and content for
retaining and growing their customer
base, leveraging richer and more
accurate insights to make informed
decisions.
2024: HMLLM /H1118/H1118/H1118/H1118/H1118/H1118Analyze and understand more diverse
data modalities including
electroencephalogram (EEG) and eye
movement and establish complex
associations between multiple
modalities, thereby achieving the
integration of multimodal data on a
large scale
Marketing Intelligence
Before introduction of the technology,
enterprises faced difficulties in
optimizing marketing content for
distribution and may hire third-party
agencies to conduct surveys and
evaluate marketing performance.
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Key Proprietary
Technology Main Features
Examples of Application
Scenario and Significance
This technology as applied in Miaozhen
Systems establishes associations
between multimodal data in application
scenarios across multiple vertical
domains, and supports enterprises in
analyzing diverse elements in
advertising materials, including
entities, emotions, effects, scenes and
audiences, to enhance marketing
performance, generating effective
marketing content that are predicted to
perform well, and suggesting scripts,
visual layouts, and background music
for video advertisements. For further
details, see “—Marketing
Intelligence—Our Flagship
Product—Miaozhen Systems—Key
Operating and Technological Metrics
of Miaozhen Systems—Our Innovative
Product Pipeline—Use case: AI-
generated marketing content generation
and placement.”
Our key proprietary technologies are solely developed by us. We do not share any of these
technologies with or license any of these technologies to third-parties.
DATA PRIV ACY AND SECURITY MEASURES
We attach the greatest importance to data privacy and security. We have adopted our
standard protective measures including confidentiality provisions, access control, data
encryption and desensitization to prevent unauthorized access, leakage, improper use or
modification of, damage to or loss of data and personal information. For details of our strengths
in data security and our position as an industry-standard setter, see “—Our Core
Competencies—Key Technologies—Data Privacy.”
We have established a comprehensive organizational structure to oversee data security
management. Our data and network security committee is responsible for the overall
governance of data security. The committee is led by our president, and includes
representatives from various departments, including security services department, legal
department, and IT department, as well as representatives from different business units. The
committee sets data security policies, oversees their implementation, and ensures compliance
with legal and regulatory requirements. From time to time, we will also provide regular
training to employees to cultivate their security awareness and technical skills. We conduct
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regular internal audits to assess the effectiveness of its data security measures. Findings from
these audits are used to make continuous improvements to the data security management
system. We also stay updated with the latest legal and regulatory developments to ensure
ongoing compliance with applicable laws and regulations.
We have implemented a robust set of system-level measures to ensure data security. We
collect and process data (i) on an as-needed basis for our products and solutions and model
training during the ordinary course of our business operations and (ii) in accordance with the
explicit authorization or agreements with the clients or third-party data vendors. Currently,
within the existing legal and regulatory framework, there is no explicit and unambiguous
definition and guidance on ownership of data involved in our provision of services to clients.
However, we have obtained all necessary authorizations or rights, or established other
legitimate basis for the collection and processing of such data. Substantially all of the data we
collect or use are in the form of text, photos and videos for us to analyze the scenarios.
Depending on the specific circumstances within an industry and types of products or solutions
we offer, we may primarily rely on the data collected by ourselves or by our client. For
scenarios where our clients commission us to process data (e.g., Miaozhen Systems and private
domain tools based on the Tencent ecosystem under our marketing intelligence business and
smart store operating system under our operational intelligence business), we require clients to
obtain sufficient authorization from their end-users on the media platforms or end-customers
of our operational intelligence products for the relevant data processing activities pursuant to
our agreement with clients or similar means. This means that the clients are obligated to ensure
that their end-users on the media platforms or end-customers of our operational intelligence
products and device owners are fully informed about the data processing activities and have
provided appropriate consent. For scenarios where we collect and process data ourselves (e.g.,
Jinshuju under our marketing intelligence business line and Xiaoming Co-pilot under our large
model products), we clearly disclose the types of personally identifiable information, such as
email address, that are to be collected and the methods of processing this information in our
privacy policy. We obtain consent from clients through an opt-in mechanism, where clients
actively agree to the data collection and processing by checking the consent box. Data collected
by us is primarily stored on our own private cloud. Our AI algorithms are also capable of
generating data through simulation to supplement the data from the real world for model
training purposes. In addition, we also use amount of data procured from third-party vendors.
Our agreements with third-party vendors explicitly specify the authorization we have to use the
data and the scope of usage. The data we purchased from third-party vendors during the Track
Record Period had been provided after anonymization pursuant to the relevant agreements with
such vendors. We have established data privacy policies to ensure that our collection of data
is conducted in accordance with applicable laws and regulations and that the collection is for
legitimate purposes. We request the third-party vendors to explicitly confirm in the agreements
that they have acquired data from legitimate source and that they have obtained the rights to
use such data for the purpose specified in the agreements. For personally identifiable
information in particular, the data vendors are required to represent and warrant that they have
either applied techniques to remove all personally identifiable information in the data or
obtained the necessary authorization to provide such information. For data we acquired from
public domain, we limit the scope of data we download to images and videos that do not
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contain personal information. We have also established approval mechanisms for data access,
internal or external transmission, and decryption. As of the Latest Practicable Date, we had not
engaged in any cross-border data transfers, particularly of personal information.
For marketing intelligence, our Miaozhen Systems operates through software and mainly
collects (i) ad monitoring data, such as user ad impressions and click counts, by connecting to
media platforms through technical means; (ii) publicly available multimodal data on social
media platforms including content posted by influencers and by other Internet users and user
interactions such as likes, favorites and comments, through APIs or targeted procurement from
third-party data vendors; and (iii) data pertaining to the business of customer growth software
clients such as order information and other related transaction data, as commissioned by
enterprise clients through the deployment of a data management platform. Our private domain
tools based on the Tencent ecosystem provides web-based services to clients. With client
authorization and instructions, it processes data such as user behavior preferences voluntarily
provided by users through WeCom’s and Weixin’s interfaces. Jinshuju operates via web, app,
and mini-programs, allowing users to fill out and upload data. It collects basic user information
such as email address upon user’s registration. We strongly urge all media platforms we work
with to explicitly state in their user privacy terms that users will authorize us to process users’
data and to fully inform users the types of data to be collected and processed, the scenarios in
which the data will be used, and the scope of such processing. This ensures that we obtain
explicit consent from users. The data to be collected by us are anonymized and encrypted
before being transmitted to our systems. As such, data collected from media platforms and
transmitted to us for processing is already anonymized and encrypted. In the meantime, we
further protect received data with enhanced encryption, isolated storage, and strict access
controls to ensure its security. We have adopted privacy-enhancing technologies in media
spending optimization software, combining big data technology with privacy-enhancing
technologies such as federal learning to achieve secure multi-party computation, which is a key
technological innovation that addresses the prevalent industry challenges of data silos. This
innovation enables secure and compliant data fusion across multiple enterprises, promoting
data circulation throughout the entire marketing chain without compromising sensitive
information, thereby ultimately improving marketing effectiveness. Unlike traditional data
management platforms, our data management platform has the following distinctive features:
 All data handled through the platform is de-identified or anonymized to prevent the
identification of specific individuals by users of such data, thereby safeguarding
privacy.
 The entire process of data processing is electronically recorded and saved in
real-time, which can be audited and supervised at any time.
 The platform minimizes the impact on computational performance, is user-friendly,
algorithm-compatible, highly efficient and economically viable.
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For operational intelligence, our smart store operating system primarily collects (i)
encrypted and desensitized conversational data between sales personnel and their customers
through Lingting and (ii) equipment status data and supply chain business data such as order
data, delivery time, and logistics data through hardware procured by our clients or by us
through third-party suppliers. Our data privacy and security protection approach encompasses
data classification, access controls, regular audits, and incident response protocols to safeguard
sensitive information. Our data cooperation with clients is managed through contractual
agreements, ensuring adherence to our data protection standards. The agreements also specify
that the client authorizes us to process and use the data based on the agreed business scenarios
and type of use. Data is collected, transmitted, stored, used, and shared securely, with
encryption and access controls in place to protect data at every stage of its lifecycle. Original
data that is no longer needed is securely destroyed to prevent recovery. For personal
information, we process data only for specified, legitimate purposes and obtain consent from
data subjects. For conversational intelligence, pursuant to our agreements with clients, we
require our clients to explicitly confirm that they have obtained the necessary authorization and
consent for the collection and usage of conversational data. Data minimization principles are
applied, collecting only what is necessary for the intended purpose. We provide transparency
to data subjects, allowing them rights to access, correct, delete, or restrict their information. To
enhance network security, we employ network segmentation, access controls, and monitoring
tools to detect and respond to potential security incidents. Moreover, we have integrated “HAO
intelligence,” the concept introduced by Mr. Minghui Wu, our founder, chairman of the board
of directors and the chief executive officer, in serving food and beverage clients. The smart
store operating system tailored for food and beverage clients integrates AI-enabled cognitive
agents such as sensors, organizations (i.e., the restaurants), larger systems (i.e., restaurant
chains), fog computing, cloud computing and big data. With such technologically advanced
system, sensitive data collected from restaurants can be processed locally without having to be
uploaded to the cloud, thereby ensuring local data privacy.
We use firewalls, anti-malware, network security protection applications and various
encryption technologies at both software and hardware levels to protect data privacy and
securely store such data. To minimize the risk of data loss or leakage, we conduct regular data
backup and data recovery tests. We audit and monitor all the user accounts for server operation.
If we find any server operating system with any security loopholes, we will upgrade the
security protection to ensure the security of all server systems and applications.
Our PRC Legal Advisor was of the view that, during the Track Record Period and up to
the Latest Practicable Date, we have not been subject to any litigation, arbitration, or material
administrative penalties related to any network security, data compliance and privacy
protection issues. Our PRC Legal Advisor was of the view that, during the Track Record Period
and up to the Latest Practicable Date, we had not been or were not involved in any
non-compliance incidents related to cybersecurity, data security or personal information
protection which, individually or in the aggregate, have had or are reasonably likely to have
a material and adverse impact on our business, financial condition or results of operations, and
our operations in network security, data compliance and personal information protection,
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including our use of data from social media platforms, had complied with the currently
effective laws and regulations of China relating to cybersecurity, data security and personal
information protection in all material respects as of the Latest Practicable Date.
We have not experienced any material data leakage of personal information during the
Track Record Period and up to the Latest Practicable Date. Our PRC Legal Advisor was of the
view that, as of the Latest Practicable Date, our personal information collection in our business
operations complies in material respects with the requirements of applicable laws and
regulations relating to personal data protection.
We strictly adhere to the terms of the agreements with our clients and properly perform
all data protection obligations stipulated therein. As advised by our PRC Legal Advisor, we are
not liable for any data leakage or noncompliance arising from actions attributable to our clients
or for reasons not attributable to us during the course of performing such agreements. Based
on the independent work performed by our internal control consultant, there was no material
deficiency identified in our internal policies and procedures regarding data privacy and
protection.
RESEARCH AND DEVELOPMENT
We place great emphasis on hiring top R&D talents for continued product innovation. As
of June 30, 2025, our total R&D staff consisted of 714 employees, representing 42.5% of our
total employees. Within the R&D team, 91 employees held graduate-level degrees or higher as
of June 30, 2025. For the years ended December 31, 2022, 2023 and 2024 and the six months
ended June 30, 2024 and 2025, we recorded R&D expenses of RMB750.9 million, RMB480.8
million, RMB353.0 million, RMB173.6 million and RMB150.4 million, respectively,
representing 59.2%, 32.9%, 25.6%, 30.7% and 23.4% of our total revenue in the corresponding
period, respectively, and 46.6%, 51.0%, 41.9%, 46.1% and 43.9% of our total operating
expenses in the corresponding period, respectively. During the Track Record Period, our
investment in research and development was primarily to (i) develop proprietary technologies,
such as multiple model large models in marketing and operational intelligence, (ii) develop key
agentic capabilities and agentic models, such as tool use capabilities, basic utility agent
capabilities, complex utility agent capabilities, and multi-utility agent capabilities, (iii)
develop products and solutions leveraging our core technologies, data intelligence, enterprise
knowledge graph and data privacy to address our clients evolving business needs, (iv) enhance
fundamental research and explore new areas which may lead to the next generation of Al
technologies, such as agent evolving system, quantifiable persona model, and (v) recruit R&D
talents and procure equipment and resources to achieve the foregoing R&D objectives. See
“—Our Core Competencies” and “Future Plans and Use of Proceeds” for further details. In the
future, we aim to continue investing in research and development activities to enhance our
technological capabilities and product development. See “Future Plans and Use of Proceeds.”
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We have pioneered in the research of artificial intelligence technologies as evidenced by
the recognitions we received from top international conferences. Notably, Mr. Minghui Wu, our
founder, chairman of the board of directors and the chief executive officer, invented the
concept of “Human Artificial Organizational (HAO) intelligence,” which integrates human
intelligence (HI), AI, and organizational intelligence (OI) with big data analytics, and promotes
the theory of human and machine synergism. The paper introducing the concept was published
in 2018 on Knowledge and Information Systems, an international forum publishing state-of-
the-art research on emerging topics in knowledge and advanced information. We were also the
first in industry to propose a novel multi-modal large language model paradigm: hypergraph
multimodal large language model (HMLLM). The unique feature of the hypergraph is its
ability to establish complex associations between multiple modalities, thereby achieving the
integration of multimodal data on a scale far beyond typical models. The technology helps the
us adapt to more modalities of data and better establish associations between multimodal data
in application scenarios across multiple vertical domains. The relevant paper on HMLLM has
be recognized with the best paper nomination on Association for Computing Machinery
Multimedia Conference 2024 (ACM Multimedia 2024), a worldwide premier multimedia
conference.
During the Track Record Period, we recorded RMB750.9 million, RMB480.8 million,
RMB353.0 million, RMB173.6 million and RMB150.4 million in research and development
expenses in 2022, 2023, and 2024 and the six months ended June 30, 2024 and 2025,
respectively. Employee benefit expenses, which mainly represent the compensation we pay to
our R&D personnel, were the major element of our overall research and development expenses.
In the second half of 2022, based on a comprehensive analysis of past business performance,
financial data, and evolving market conditions, we proactively decided to streamline our
operations to optimize cash flow and ensure sustainable growth. This involved the decision to
phase out industry solutions and pause R&D investments in organizational intelligence, a
business initiative focused on enterprise office platforms and application. The phase-out of
these two business initiatives resulted in a reduced relevant R&D workforce and therefore
reduction in R&D expenses in the Track Record Period. The organizational intelligence
business did not contribute to our revenue during the Track Record Period. For details, see
“Financial Information—Major Components of Our Results of Operations—Research and
Development Expenses.”
INTELLECTUAL PROPERTIES
We have an extensive intellectual property portfolio. As of June 30, 2025, we had 2,322
patents and 596 patent applications, 571 registered trademarks, 533 registered copyrights and
143 registered domain names. We rely on unpatented trade secrets, confidential know-how, and
continuous technological innovation, to develop, strengthen, and maintain our competitive
position. We also seek to protect and enhance our proprietary technologies, inventions, and
improvements that are commercially important to the growth of our business, including by
seeking, maintaining, and defending patent rights.
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We have established a rigorous and forward-looking internal management system for
intellectual property protection, led by an IP management team. This team is responsible for
creating a comprehensive and systematic framework for IP management that matches the
evolving needs of the industry. Our approach involves early-stage patent planning to align with
market development, using a patent matrix based on a deep understanding of our products and
thorough patent searches in relevant fields. This matrix is designed from multiple dimensions,
including technology, functionality, processes, and execution, ensuring each product is covered
by a customized and strategic patent portfolio. We also apply a strict quality control process
for patents to maintain their high value, ensuring that our patents and portfolios effectively
protect our innovations and provide a competitive edge.
Additionally, we have adopted leading patent database tools to enhance the precision of
our patent searches, conduct multidimensional patent analysis, and avoid duplicative patent
applications. These tools help us meet the requirements for patent novelty and ensure the high
quality and effectiveness of our patent applications. We have also established long-term
partnerships with top-tier patent agencies to ensure efficient and high-quality patent
applications and continuously enhance our knowledge and resources for mitigating patent
risks.
It is important to our future commercial success that we obtain and maintain patent and
other proprietary protection for commercially important technology, inventions, and know-how
related to our business; defend and enforce our IP rights, in particular our patents, trademarks,
and copyrights; maintain the confidentiality of our trade secrets; and operate without
infringing, misappropriating, or violating the valid and enforceable patents and proprietary
rights of third parties. Our ability to prevent third parties from making, using, selling, offering
to sell, or importing any technology products we develop may depend on the extent to which
we have rights under valid and enforceable patents or trade secrets covering these activities.
The patent landscape for companies such as ours is generally uncertain and can involve
complex legal, scientific, and factual issues. We cannot predict whether the patent applications
we have filed will result in issued patents in any particular jurisdiction or whether the claims
of any issued patents will provide sufficient proprietary protection from competitors.
Furthermore, we cannot guarantee the issuance of patents for any future patent applications,
nor can we ensure that any of our patents, present or future, will be effective in protecting our
software, technology, platform, and any pipeline products or solutions we develop. In addition,
the coverage claimed in a patent application may be significantly reduced before a patent is
issued, and its scope can be reinterpreted and even challenged after issuance. As a result, we
cannot guarantee that any technology or product we develop will be protected or remain
protectable by enforceable patents. Moreover, any patents that we hold or may hold may be
challenged, circumvented or invalidated by third parties. See “Risk Factors—Risks Relating to
Our Business and Industry—Failure to protect our intellectual property could adversely harm
our business, results of operations and financial condition” for a more comprehensive
description of risks relating to our IP .
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We also own numerous trademarks registered in China. We pursue additional trademark
registrations to the extent we believe doing so will be beneficial to our competitive position.
See “Statutory and General Information—Further Information about Our
Business—Intellectual Property Rights” in Appendix IV to this document for further details
regarding our IP .
During the Track Record Period and up to the Latest Practicable Date, we had not been
involved in any material proceedings in respect of IP right infringement claims against us or
initiated by us. However, there are risks if we fail to protect our IP rights in the future.
PRICING
Our pricing strategy for marketing intelligence application software takes into account (i)
the amount of media placement spent by our clients, (ii) usage such as exposure and clicks, and
(iii) a cost-plus approach, factoring in the costs of providing our services plus a reasonable
profit. Our pricing strategy for smart store operating system is designed to be flexible and cater
to a wide range of client needs taking into account the type, complexity, labor, overall
workload and other specific requirements in relation to the services provided. For industry
solutions, we charge our clients primarily by sales of software and hardware and based on the
customization services tailored for the clients’ respective industries.
There are several factors that guide our overall pricing decisions, including market
demand, direct and indirect costs, competitive positioning, and the value proposition to clients.
For instance, we consider clients’ budget capacity and demand levels, and we reflect
competitive pricing strategies. Additionally, different pricing options are available. For
example, we may offer discounted rates for longer-term service packages.
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The table below sets forth a summary of the charging model and fee rate, pricing, and
delivery method under our marketing intelligence and operational intelligence business lines,
as applicable:
Marketing Intelligence Operational Intelligence
Charging Model and
Fee Rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Miaozhen Systems: Products and
solutions offered by different software
under Miaozhen Systems can be
separately selected based on clients’
preference and clients may purchase in
bundles or in a separate manner.
Media spending optimization software:
We charge a service fee and a
subscription-based software license
fee. Service fee is determined as a
percentage of the media spending
budget provided by our clients and
verified by us through our active ad
monitoring and cross-checking with
information from advertising agencies
and media platforms and/or based on
usage such as exposure and clicks.
Software license fee is determined
based on the number of open accounts
and a license fee per account
depending on usage.
Social media management software: We
charge a service fee and a
subscription-based software license
fee. Service fee is determined based on
the number of market and consumer
insights reports delivered to client at a
negotiated price per report based on
the clients’ needs, considering the
client’s budget, usage of data,
workload, complexity and the
corresponding experience level of the
analysts involved in producing the
reports. Software license fee is
determined based on the number of
open accounts and a license fee per
account depending on usage.
Smart Store Operating System: We
charge a subscription-based software
license fee, a technical service fee, an
operation service fee, and hardware
costs. Software license fee is
determined based on the number of
open accounts and a license fee per
account depending on usage. Technical
service fee pertains to the development
service that we provide to certain
clients with private deployment needs
and is determined based on the overall
workload, the time required and the
labor deployed. Operation service fee
relates to our continual maintenance
and operation in offline stores and is
determined based on annual fee per
store and value-added service fees.
Hardware costs are determined based
on the number of hardware delivered
and the price per hardware procured
from third-party suppliers.
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Marketing Intelligence Operational Intelligence
Customer growth software: We charge a
software license fee, a technical
service fee, and an operation service
fee. Software license fee can be
structured as either a lump-sum
payment or a subscription with
recurring service fees. Technical
service fee pertains to the software
development service that we provide to
certain clients with private deployment
or customized needs and is determined
based on the overall workload, the
time required and the labor deployed.
Operation service fee relates to our
continual maintenance and operation of
the privately deployed software and is
charged on an annual basis or per time
as needed by our client.
Private Domain Tools Based on the
Tencent Ecosystem: We charge a
software license fee and a
subscription-based technical service
fee. Software license fee is determined
based on the number of open accounts
and a license fee per account
depending on usage. Technical service
fee pertains to the software
development service that we provide to
certain clients with private deployment
or customized needs and is determined
based on the overall workload, the
time required and the labor deployed.
Jinshuju: We charge a subscription-based
software license fee and a technical
service fee. Software license fee is
determined based on the number of
open accounts and a license fee per
account depending on usage. Technical
service fee pertains to the software
development service that we provide to
certain clients with private deployment
or customized needs and is determined
based on the overall workload, the
time required and the labor deployed.
During the Track Record Period, revenue
per KA client was RMB9.5 million,
RMB9.2 million, RMB8.7 million,
RMB4.5 million and RMB4.5 million
in 2022, 2023, 2024 and the six
months ended June 30, 2024 and 2025,
respectively.
During the Track Record Period, revenue
per KA client was RMB16.9 million,
RMB24.6 million, RMB17.2 million,
RMB8.6 million and RMB7.9 million
in 2022, 2023, 2024 and the six
months ended June 30, 2024 and 2025,
respectively.
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Marketing Intelligence Operational Intelligence
Pricing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We price our software license fee taking
into account the usage scope, market
rate for similar software and historical
R&D investments.
We price our service offerings, including
customized services, taking into
account labor costs, complexity of
services, and a reasonable profit.
We price our software license fee taking
into account the usage scope, market
rate for similar software and historical
R&D investments.
We price our service offerings, including
customized services, taking into
account labor costs, complexity of
services, and a reasonable profit.
We price hardware provided in
connection with the provision of our
solutions taking into account the
procurement cost and a reasonable
profit.
Delivery Method /H1118/H1118/H1118/H1118Software-as-a-service (SaaS), solution
offerings
SaaS, solution offerings, hardware
installation
SALES AND MARKETING
Our Top-Down Client Outreach Strategy
We have implemented a unique top-down client outreach strategy that has proven to be
highly effective in building a clientele composed primarily of top-tier market players,
including Fortune 500 companies across various industry verticals. This approach is driven by
two main factors. First, top-tier market players often face the most sophisticated data
challenges due to the sheer volume and complexity of their data. By successfully addressing
these challenges, we not only demonstrate our competence but also create standardized
solutions that can be adapted for smaller companies across the industry. This allows us to
efficiently scale down the advanced solutions initially developed for larger clients, making
them accessible and practical for smaller market players by simplifying or modifying certain
features. Second, serving these leading companies allows us to accumulate extensive industry
knowledge and stay abreast of the latest market trends. The insights gained from working with
top-tier clients drive continuous innovation and refinement of our product offerings, ensuring
that we meet the evolving needs of the industries and clients we serve. Since our inception, we
have successfully executed this top-down strategy, earning the trust of top-tier market players
by providing targeted enterprise-level data intelligence solutions powered by our innovative
and proprietary technologies. For example, we had served 135 Fortune 500 companies as of
June 30, 2025.
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We have established comprehensive cross-selling and upselling strategies across both our
marketing intelligence and operational intelligence segments to maximize client value and
drive revenue growth. Our cross-selling approach is highly flexible and operates at multiple
levels. Cross-selling occurs not only between the marketing intelligence and operational
intelligence business lines, but also within each of our internal business units. We encourage
business units to not only enter into agreements with clients for the products under their own
business units, but also under other business units. To support this, we have implemented an
internal policy whereby both the business unit providing the product and the business unit
securing the order with a client receives a share of the incentives for the sale of the
corresponding product. This policy encourages our sales and product teams to actively promote
a broader range of Group products to clients. Regular training sessions are conducted to ensure
that sales teams are familiar with the full suite of products offered by other business units.
We are also in the process of establishing a unified customer relationship management
system to enable real-time sharing of business opportunities and client information across
business units, further enhancing our cross-selling capabilities. In terms of upselling, we focus
on introducing new products to existing clients. Opportunities to upsell are specifically
identified and managed as part of our business development process, with dedicated tracking
and active client management to drive upsell.
As a result, over 88% of KA clients purchasing multiple products in each year from 2022
to 2024. The proportion of KA client receiving both marketing intelligence and operational
intelligence services increased from 11.8% in 2022 to 11.9% in 2023, and further reached
19.7% in 2024. From 2022 to 2024, our KA clients contributed to approximately 70% of the
total revenue generated from Miaozhen Systems and had a renewal rate of over 90% for each
year.
The long-lasting relationships we build with these top-tier market players often lead to
collaborative ventures on innovative projects and applications. Unlike those who focus solely
on selling products, we cultivate symbiotic relationships with our clients. We do not just help
them overcome data challenges; we collaborate with them on trailblazing business ideas and
applications. Our involvement spans various stages of our clients’ business growth, co-piloting
major innovations. A prime example of this is our partnership with a long-standing retail client,
where we leveraged our knowledge graph technologies to develop a consumer-focused
knowledge base for their product R&D team. This knowledge base integrates consumer data
from social media and e-commerce platforms to create knowledge graphs that reveal industry
trends and consumer preferences, delivering actionable insights for product R&D teams and
enabling them to identify and explore new product opportunities.
Through this top-down client outreach strategy, we continue to strengthen our market
position by fostering deep, collaborative relationships with the industry’s leading companies,
driving innovation, and expanding our reach to new markets.
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Branding and Marketing
We aim to establish our brand’s leadership in China’s data intelligence application
software industry by developing and promoting best practices and methodologies within the
industry. Our branding and marketing strategies focus on thought leadership, industry
engagement, and showcasing our technological capabilities.
To demonstrate best practices, we highlight leading client cases in marketing and
operational scenarios that showcase our success in addressing complex business challenges.
We regularly publish high-quality reports on industry insights, utilizing our extensive industry
data to provide valuable perspectives. Additionally, we emphasize our advanced technology in
data processing and analysis through the integration of large models with proprietary vertical
industry knowledge, thereby setting benchmarks for the industry. We have a myriad of ad
monitoring indicators that assist clients in building a comprehensive framework for marketing
measurement and evaluation. We also advance AIGC technologies by defining new concepts,
paradigms, and methods for generative marketing. See “—Marketing Intelligence—Our
Flagship Product—Miaozhen Systems—Key Operating and Technological Metrics of
Miaozhen Systems—Our Innovative Product Pipeline—Use case: AI-generated marketing
content generation and placement” for details. Furthermore, we foster industry-academia
research collaboration by inviting experts from various fields to engage in discussions on the
latest trends and technologies in AI transformation.
Through these initiatives, we position ourselves as thought leaders in the data intelligence
field. By establishing best practices, developing innovative methodologies, and promoting
knowledge exchange within the industry, we not only enhance our brand’s influence but also
drive the growth and adoption of data intelligence solutions across diverse markets.
CUSTOMERS AND SUPPLIERS
Our Customers
Our major clients mainly consisted of (i) enterprises, which operate both online and
offline businesses and aim to reach customers mainly in consumer goods, food and beverage,
automotive and 3C industries, build or strengthen brand image, achieve sales conversion and
realize business growth through different combinations of our full spectrum of marketing
intelligence products and (ii) offline retail and restaurant chain operators, which are focused
on building future-oriented stores that utilize smart operations to optimize their business
processes, enhance customer experience, and sustain long-term growth. In 2022, 2023 and
2024, revenue generated from our largest customer in each year accounted for 11.9%, 24.4%
and 19.3% of our revenue during those years, respectively. For the six months ended June 30,
2024 and 2025, revenue generated from our largest customer in each year accounted for 20.0%
and 18.9% of our revenue during those periods, respectively. Revenue generated from our five
largest customers in each period during the Track Record Period amounted to RMB323.4
million, RMB526.5 million, RMB484.3 million, RMB196.6 million and RMB202.3 million,
respectively, representing approximately 25.4%, 36.0%, 35.1%, 34.7% and 31.4% of our
revenue in the corresponding periods, respectively.
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During the Track Record Period and up to the Latest Practicable Date, none of our
Directors, their respective associates, or any shareholders of our Company (who or which to
the knowledge of the Directors owned over 5% of our Company’s issued share capital) had any
interest in any of our five largest customers, except for Customer A.
The following table sets forth details of our five largest customers for each year during
the Track Record Period.
Y ear ended December 31, 2022
Customer
Y ear of
commencement
of relationship
Customer background
and principal business Nature of revenue
Revenue
amount
Percentage
of total
revenue
(RMB in
thousands) (%)
Customer F /H1118/H11182015 A company focused on
catering services
Marketing intelligence
services, operational
intelligence services
151,433 11.9
Customer B /H1118/H11182013 A company focused on
FMCG production
and sales
Marketing intelligence
services
63,956 5.0
Customer A /H1118/H11182014 A company focused on
computer technology
services and
information services
Marketing intelligence
services, operational
intelligence services,
industry solutions
38,102 3.0
Customer D /H1118/H11182014 A company focused on
FMCG production
and sales
Marketing intelligence
services
35,445 2.8
Customer C /H1118/H11182015 A company focused on
manufacturing of
automobiles and
motorcycles
Marketing intelligence
services
34,492 2.7
Total /H1118/H1118/H1118/H1118/H1118/H1118 323,428 25.4
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Y ear ended December 31, 2023
Customer
Y ear of
commencement
of relationship
Customer background
and principal business Nature of revenue
Revenue
amount
Percentage
of total
revenue
(RMB in
thousands) (%)
Customer F /H1118/H11182015 A company focused on
catering services
Marketing intelligence
services, operational
intelligence services
356,596 24.4
Customer B /H1118/H11182013 A company focused on
FMCG production
and sales
Marketing intelligence
services
57,067 3.9
Customer D /H1118/H11182014 A company focused on
FMCG production
and sales
Marketing intelligence
services
41,106 2.8
Customer A /H1118/H11182014 A company focused on
computer technology
services and
information service
Marketing intelligence
services, operational
intelligence services,
industry solutions
39,393 2.7
Customer G /H1118/H11182019 A company focused on
software and
information
technology services
Industry solutions 32,327 2.2
Total /H1118/H1118/H1118/H1118/H1118/H1118 526,489 36.0
Y ear ended December 31, 2024
Customer
Y ear of
commencement
of relationship
Customer background
and principal business Nature of revenue
Revenue
amount
Percentage
of total
revenue
(RMB in
thousands) (%)
Customer F /H1118/H11182015 A company focused on
catering services
Marketing intelligence
services, operational
intelligence services
267,038 19.3
Customer I /H1118/H11182020 A public institution Industry solutions 96,142 7.0
Customer B /H1118/H11182013 A company focused on
FMCG production
and sales
Marketing intelligence
services
49,173 3.6
Customer D /H1118/H11182014 A company focused on
FMCG production
and sales
Marketing intelligence
services
44,419 3.2
Customer H /H1118/H11182013 A company focused on
advertising agency
services
Marketing intelligence
services
27,542 2.0
Total /H1118/H1118/H1118/H1118/H1118/H1118 484,314 35.1
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Six Months Period Ended June 30, 2025
Customer
Y ear of
commencement
of relationship
Customer background
and principal business Nature of revenue
Revenue
amount
Percentage
of total
revenue
(RMB in
thousands) (%)
Customer F /H1118/H11182015 A company focused on
catering services
Marketing intelligence
services, operational
intelligence services
121,530 18.9
Customer A /H1118/H11182014 A company focused on
computer technology
services and
information service
Marketing intelligence
services, operational
intelligence services,
industry solutions
26,363 4.1
Customer B /H1118/H11182013 A company focused on
FMCG production
and sales
Marketing intelligence
services
23,205 3.6
Customer D /H1118/H11182014 A company focused on
FMCG production
and sales
Marketing intelligence
services
16,021 2.5
Customer H /H1118/H11182013 A company focused on
advertising agency
services
Marketing intelligence
services
15,191 2.3
Total /H1118/H1118/H1118/H1118/H1118/H1118 202,310 31.4
During the Track Record Period, Tencent, a substantial shareholder of our Company, was
both one of our top five customers (Customer A) and our top five suppliers (Supplier C). We
mainly provided marketing intelligence services and industry solutions to this overlapping
customer-supplier, and we received technology services from this customer-supplier during the
Track Record Period. Accordingly to F&S, it is an industry norm to have overlapping
customer-supplier relationship in the data intelligence application software industry. In
addition, Customer F is a shareholder of a non-wholly owned subsidiary of our Company.
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We typically enter into service agreements with our clients. The agreements cover various
terms including contracting parties, service type, fee rate, and payment terms, among other
things. The following reflects the salient terms of our typical service agreements:
Key Terms Descriptions
Service type /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Marketing intelligence services, including
media spending optimization, social media
management, customer growth, SCRM in
private domain, and data collection and
management, as the case may be
Operational intelligence services, including
various functions and features offered by
the smart store operating system,
depending on clients’ needs
Pricing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118With references to standardized pricing for
the relevant services or fee rates, subject to
adjustments based on circumstances and
services offered to each client
Payment terms /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Quarterly payment or mutually agreed
payment schedule
Credit terms /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830-150 days
Term and renewal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Ranging from one to two years without
automatic renewal
Termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118May be terminated by either party upon
30-day written notice and mutual consent
in writing or terminated immediately upon
bankruptcy of either party
Our Suppliers
During the Track Record Period, our suppliers mainly consisted of broadband and cloud
services, office rental services, human resource outsourcing services and technology services
providers. Human resource outsourcing services involve outsourcing more procedural and
non-core tasks, such as data labelling, tagging, governance, and routine system maintenance
support, in our business to our suppliers. This approach allows us to focus on our core business
activities while leveraging the expertise and efficiency of specialized service providers.
Purchases from our largest supplier accounted for 10.1%, 4.7% and 5.5% of our total purchases
in 2022, 2023 and 2024, respectively. Purchases from our largest supplier accounted for 4.8%
and 5.9% of our total purchases for the six months ended June 30, 2024 and 2025, respectively.
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Purchases from our five largest suppliers in 2022, 2023 and 2024 and the six months ended
June 30, 2024 and 2025 amounted to RMB134.0 million, RMB92.6 million, RMB73.8 million,
RMB42.0 million and RMB34.1 million, respectively, representing approximately 20.5%,
15.6%, 13.9%, 16.5% and 13.3% of our total purchases in the same periods, respectively.
During the Track Record Period and up to the Latest Practicable Date, none of our
Directors, their respective associates, or any shareholders of our Company (who or which to
the knowledge of the Directors owned over 5% of our Company’s issued share capital) had any
interest in any of our five largest suppliers, except for Supplier C.
The following table sets forth details of our five largest suppliers for each year during the
Track Record Period.
Y ear ended December 31, 2022
Supplier
Y ear of
commencement
of relationship
Supplier background and
principal business
Nature of purchase
(cash basis)
Purchase
amount
Percentage
of total
purchases
(RMB in
thousands) (%)
Supplier A /H1118/H1118/H11182019 A company focused on
internet services,
software
development,
information system
integration services
Leasing services 65,725 10.1
Supplier C /H1118/H1118/H11182018 A company focused on
computer technology
services and
information services
Technical services 30,178 4.6
Supplier F /H1118/H1118/H11182019 A company focused on
Internet data center
services
Internet infrastructure 16,397 2.5
Supplier E /H1118/H1118/H11182021 A company focused on
commercial complex
management services
and property
management
Leasing services 11,168 1.7
Supplier D /H1118/H1118/H11182019 A company focused on
Internet information
services and
technology services
Labor outsourcing
services
10,495 1.6
Total /H1118/H1118/H1118/H1118/H1118/H1118 133,963 20.5
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Y ear ended December 31, 2023
Supplier
Y ear of
commencement
of relationship
Supplier background and
principal business
Nature of purchase
(cash basis)
Purchase
amount
Percentage
of total
purchases
(RMB in
thousands) (%)
Supplier C /H1118/H1118/H11182018 A company focused on
computer technology
services and
information services
Technical services 28,086 4.7
Supplier G /H1118/H1118/H11182022 A company focused on
technical services,
technology
development and
technology consulting
Technical services 22,402 3.8
Supplier F /H1118/H1118/H11182019 A company focused on
internet data center
services
Internet infrastructure 15,738 2.6
Supplier A /H1118/H1118/H11182019 A company focused on
internet services,
software
development,
information system
integration services
Leasing services 14,607 2.5
Supplier H /H1118/H1118/H11182022 A company focused on
technology
development,
technical services and
technology transfer
Technical services 11,790 2.0
Total /H1118/H1118/H1118/H1118/H1118/H1118 92,623 15.6
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Y ear ended December 31, 2024
Supplier
Y ear of
commencement
of relationship
Supplier background and
principal business
Nature of purchase
(cash basis)
Purchase
amount
Percentage
of total
purchases
(RMB in
thousands) (%)
Supplier C /H1118/H1118/H11182018 A company focused on
computer technology
services and
information services
Technical services 28,951 5.5
Supplier A /H1118/H1118/H11182019 A company focused on
internet services,
software
development,
information system
integration services
Leasing services 13,714 2.6
Supplier F /H1118/H1118/H11182019 A company focused on
Internet data center
services
Internet infrastructure 12,897 2.4
Supplier G /H1118/H1118/H11182022 A company focused on
technical services,
technology
development and
technology consulting
Technical services 10,280 1.9
Supplier J /H1118/H1118/H11182019 A company focused on
technical services
Technical services 7,934 1.5
Total /H1118/H1118/H1118/H1118/H1118/H1118 73,776 13.9
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Six Months Period Ended June 30, 2025
Supplier
Y ear of
commencement
of relationship
Supplier background and
principal business
Nature of purchase
(cash basis)
Purchase
amount
Percentage
of total
purchases
(RMB in
thousands) (%)
Supplier C /H1118/H1118/H11182018 A company focused on
computer technology
services and
information services
Technical services 15,246 5.9
Supplier K /H1118/H1118/H11182023 A company focused on
computer technology
services and
information services
Technical services 5,076 2.0
Supplier F /H1118/H1118/H11182019 A company focused on
Internet data center
services
Internet infrastructure 4,713 1.8
Supplier L /H1118/H1118/H11182025 A company focused on
labor outsourcing
services
Labor outsourcing
services
4,526 1.8
Supplier J /H1118/H1118/H11182019 A company focused on
technical services
Technical services 4,513 1.8
Total /H1118/H1118/H1118/H1118/H1118/H1118 34,074 13.3
SEASONALITY
Historically, we have consistently recorded higher revenue in the second half of the year
compared to the first half of the year. In particular, for our marketing intelligence business, the
second half of the year is typically marked by major shopping festivals and promotional events
such as the “Double 11” shopping festival. During these periods, consumer brands typically
increase their budgets for both online and offline marketing activities, leading to a surge in
demand for our marketing intelligence services. As the service fee for the media spending
optimization software under the Miaozhen Systems is typically determined based on the media
spending by our clients, more revenue is recognized when our clients engage in more
marketing activities with the help of our services. In addition, our clients who utilize our social
media management software under the Miaozhen Systems often have increased demand for ad
hoc market and consumer insight reports, which are charged based on the clients’ needs, in the
second half of the year, primarily due to the aforementioned shopping festivals and
promotional events, as well as the unutilized marketing budgets towards the end of the year.
For operational intelligence, as our retail and restaurant chain clients typically open more
stores in the second half of the year, and we charge our clients primarily taking into account
the type, complexity, labor, overall workload, the number of chain stores to be covered, and
other specific requirements in relation to the services provided, we often see more revenue
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being recognized in the second half of the year for operational intelligence business as well.
We expect that the impact of seasonality on our business to remain in the future. For details
on the risks associated with the seasonal fluctuation of our results of operations, see “Risk
Factors—Risks Relating to Our Business and Industry—Our results of operations are subject
to seasonal fluctuations.”
COMPETITION
The markets in which we engage in are highly competitive and we are faced with intense
competition in all aspects of our business. Our current and potential competitors include
companies that offer marketing intelligence application software in China, companies that offer
operational intelligence application software in China, and global technology companies that
wish to enter into the China data intelligence application software market. The principal
competitive factors in our industry include technological R&D and innovation capabilities,
deep industry-specific know-how, continuous acquisition of high-quality industry data, widely
recognized brand and superior client services. We anticipate that the data intelligence
application software market will evolve and experience changes in technological innovation,
industry standards, and client preferences. We must continually innovate to remain
competitive. For more information about our competitive strengths, please see “—Our
Strengths.” For more information about the industry in which we operate, please see “Industry
Overview.”
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE
Governance
We are committed to promoting environmental sustainability, supporting and
participating in socially responsible projects, and adhering to a high standard of corporate
governance. To effectively manage environmental, social, governance and climate-related
matters, which we refer to as ESG matters, upon Listing, we will establish a ESG governance
framework, comprising of our Board.
Our Board will take the overall responsibility for our ESG strategy and reporting. Our
Board will be directly involved in setting up our overall ESG governance management policies,
strategies, priorities, and targets, reviewing our ESG policies on an annual basis to ensure its
effectiveness, and fostering a culture of acting in accordance with our core ESG values.
During the Track Record Period and up to the Latest Practicable Date, we had not been
subject to any fines or other penalties due to non-compliance with health, safety or
environmental regulations. During the Track Record Period and up to the Latest Practicable
Date, we had not incurred material capital expenditures or compliance costs related to ESG. We
also do not anticipate to incur material capital expenditures or compliance costs related to
climate in the foreseeable future.
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Environment
Given that the majority of our operations are conducted online, we have a limited impact
on the environment with a small carbon footprint. As a technology company, we believe that
we are not currently subject to any material environment related risks.
Nevertheless, we regard environment protection as an important corporate responsibility.
We are committed to carbon mitigation measures and will continue to explore ways to further
improve energy efficiency. We ask our employees to be mindful of the environment when
consuming office supplies, such as encouraging double-sided printing of documents throughout
our office and suggesting reasonable usages of air conditioners. In line with our vision for
sustainable development, we oversee our environmental protection performance in aspects
such as the use of electricity. In the six months ended June 30, 2025, our costs of water and
electricity consumption for our Group’s primary offices was RMB0.6 million. Our total
electricity consumption decreased in each period of the Track Record Period. The total
electricity consumption for primary offices was 1,837,011 kWh in 2022, 1,051,380 kWh in
2023, 959,530 kWh in 2024, 468,376 kWh and 502,173 kWh in the six months ended June 30,
2024 and 2025, respectively. We have set the goal to reduce our electricity consumption by 4%
for the year ended December 31, 2025 compared to 2024. We target to continually enhance the
efficiency of electricity consumptions in our operations, for example, by optimizing our
computing to enhance energy efficiency, to fulfill our environmental and social responsibility,
taking into account our historical performance and overall business prospects.
AI Ethics
Ethics, at its core, is the study of moral principles and norms that guide behavior. It
involves the philosophical exploration of moral phenomena, examining the rules and principles
that should govern human interactions with each other, with society, and with nature. Ethical
principles encourage fairness, transparency, and the equitable distribution of benefits and risks,
ensuring that one party does not profit at the expense of others.
When applied to the realm of artificial intelligence, ethics becomes a critical framework
for navigating the complex interactions between humans and AI, organizations and AI,
societies and AI, and even AI systems themselves. AI ethics should guide us in balancing the
various risks associated with AI applications, especially as these technologies evolve and
become more embedded in decision-making processes. We believe that with each advancement
in AI, new risks emerge, requiring an ongoing commitment to ethical principles to mitigate
potential harms and promote fairness.
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Our Commitment to AI Ethics
In our business, we are deeply committed to embedding AI ethics into every aspect of our
AI-driven initiatives. In our view, AI applications can be broadly categorized based on the level
of human involvement: information extraction, predictive assessment, and automated decision-
making. Each of these categories comes with its unique set of ethical challenges, including data
privacy, competitive fairness, and goal alignment. We set forth below how we address these
risks to ensure that AI applications contribute positively to society.
Data Privacy: Protecting Personal Information
Data privacy remains one of the most mature and researched areas in AI ethics. We
recognize that no matter how advanced an AI application may be, data privacy issues are
inevitable. Our priority is to protect the personal data of our clients, ensuring it is never
misused by AI systems or models. We have pioneered innovative techniques, such as
personalized federated learning, which maintains high accuracy in client applications while
safeguarding data privacy. Additionally, we have innovated a unique interruption diffusion
model technique, which embeds noise into images and videos posted on social networks. This
noise disrupts the alignment between text and images in diffusion models, effectively
preventing the unauthorized generation and alteration of images. By doing so, we safeguard the
data of our clients from exploitation and misuse, preserving their rights to privacy. For further
details on how we ensure data privacy, see “—Our Core Competencies—Key
Technologies—Data Privacy” and “—Data Privacy and Security Measures.”
Competitive Fairness: Ensuring Equal Opportunity
As AI applications evolve and human involvement decreases, concerns about competitive
fairness naturally arise. When AI systems are used to evaluate and predict outcomes, they may
inadvertently infringe upon the rights of individuals or organizations, creating competitive
imbalances. We have implemented measures to expand data dimensions and minimize biases
during model training, ensuring our AI systems operate impartially.
For example, in scenarios where Lingting records conversations between sales personnel
and customers, and our conversational intelligence software extracts and distills effective sales
strategies from such conversations, these strategies often originate from the accumulated
wisdom and experience of highly skilled employees. Here, AI could inadvertently undermine
these employees’ unique contributions, leading to issues of competitive fairness. To address
this, we advocate for policies that protect the interests of those who provide such valuable
insights, such as increasing sales commissions to those sales personnel. In this way, we hope
that our AI applications enhance, rather than detract from, the fairness of the competitive
landscape.
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Goal Alignment: Respecting Human V alues and Rights
When AI systems are empowered to make autonomous decisions, the risk of misalignment
between AI objectives and human goals becomes more pronounced. In such systems, human
participation is minimized, and AI often assumes decision-making authority, raising concerns
about whether AI’s objectives align with those of the individuals, organizations, or
communities it affects.
To manage these risks, we emphasize the need for controllable, transparent, and
explainable AI technologies. It is crucial that AI applications respect human dignity and rights,
maintaining transparency in their design and deployment. For instance, we propose to design
our automated systems to include channels for prioritizing the goals and needs of human
workers, including ensuring that the AI-driven scheduling respects personal circumstances,
such as emergencies or unexpected events. By embedding mechanisms that prioritize human
objectives within AI decision-making, we hope to align our technology with the values and
rights of those it affects. We also emphasize the transparency and accountability of AI decision
systems, ensuring that AI’s actions are clear, understandable, and subject to human oversight.
Risk Management and Control: Ensuring Safety and Security
We are committed to actively managing and mitigating risks associated with AI
applications through regular risk assessments and the development of emergency response
plans. These measures ensure that our AI systems remain secure and reliable across various use
cases. By preparing for unexpected scenarios, we can quickly respond and protect both our
systems and users, maintaining the highest standards of safety and security.
Ultimately, our vision is to harmonize the goals of all stakeholders involved in AI-driven
processes. We understand that, much like the varied interests between media and advertisers,
the interests of AI users and the AI itself might not always align. Without entities that are
mindful of these potential conflicts, one party’s interests could easily overshadow another’s,
leading to imbalances that stifle progress. By actively balancing these interests and risks, we
strive to foster an environment where AI can drive healthy, sustainable growth and where
commercial success aligns with ethical principles.
By integrating ethical considerations into our AI operations, we ensure that innovation
does not come at the expense of fairness, privacy, or human values. As we continue to advance
AI technologies, we remain dedicated to maintaining a balance that promotes the well-being of
all parties involved, supporting a future where AI contributes positively to society and business
alike.
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Corporate Social Responsibilities
We are committed to being a socially responsible corporate citizen. We actively
encourage and support socially responsible initiatives and promote the concept of corporate
social responsibility throughout our Group.
Employee Well-Being and Professional Development
Striving to form a fair, open, and inclusive organizational culture, we are committed to
safeguarding and protecting the rights and interests of all of our employees and creating a
working environment that makes employees feel cared for and motivated, regardless of
employment part, religion, age, gender, sexual orientation, disability, and parental status,
among others. We adhere to the equal employment principle and strictly prohibit discrimination
of any kind to ensure that the rights and interests of our employees are adequately protected.
In addition to safeguarding these rights, we provide a comprehensive range of benefits to
support our employees’ well-being. We have a designated gym space in our office and offer
annual physical examinations to encourage our employees to monitor and manage their health
proactively. Recognizing the importance of each employee, we send personalized birthday
greetings as an expression of care and appreciation. We also acknowledge employees’ work
anniversaries with sincere messages of gratitude, recognizing their dedication and
contributions to the company. During traditional holidays, such as the Dragon Boat Festival
and Mid-Autumn Festival, we provide customized gift boxes and other holiday perks, sharing
the joy and warmth of these occasions with our employees. Through these initiatives, we aim
to cultivate a supportive work environment that enhances employee satisfaction and well-
being.
Furthermore, we prioritize employee development, offering ample opportunities for
professional growth. We offer career development programs to our employees to support their
growth and upward mobility. We periodically host “Xiao Ming Cup” an AI competition within
our Group that encourage the deployment of and innovations based on AI applications, and
awarded the winners with cash bonuses to incentivize technological innovations and boost
team morale. We regularly provide promotion opportunities depending on employee
performance.
Community Outreach
We care about community construction and actively fulfill our corporate social
responsibility by contributing to the development of local communities, giving back to society
with concrete actions, and creating sustainable value in a responsible manner. In line with this
commitment, we engage in meaningful collaborations with academic institutions to cultivate
future talent and drive technological innovation. For instance, we have partnered with Peking
University to advance research in general visual perception technology inspired by the human
brain. Through this collaboration, we have jointly cultivated four doctoral and master’s
graduates in this area of expertise, and co-published four academic papers, and obtained or
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submitted four patents or patent applications. Together, we are building a large-scale,
open-source multimodal dataset to support ongoing research and development in artificial
intelligence. These initiatives reflect our dedication to leveraging our resources and expertise
to foster a more knowledgeable, innovative, and inclusive community. By building strong
partnerships and contributing to cutting-edge research, we aim to generate lasting, positive
impact in society.
EMPLOYEES
As of June 30, 2025, we had 1,681 employees, including a total of 273 employees with
master’s or doctorate degrees, accounting for approximately 16.2% of our employees. Among
them, a substantial majority of our employees were in China. The following table sets forth a
breakdown of our employees by function as of June 30, 2025.
Function
Number of
Employees Percentage
(%)
Research and development /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118714 42.5
Data analytics and customer service /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118443 26.3
General and administrative /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118267 15.9
Sales and marketing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118257 15.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,681 100.0
Our success depends on our ability to attract, motivate, train and retain qualified
personnel. We believe we offer our employees competitive compensation packages and an
environment that fosters career development. To recruit new talent, we employ various means
such as campus events and colleague referrals, which enables us to build and cultivate our own
pool of skilled professionals. Our initiatives for talent retention encompass executive coaching,
employee surveys or engagement, training and development, compensation and rewards. As a
result of these efforts, we believe we have been generally successful in attracting and retaining
qualified personnel, and have established a stable core management team.
We enter into individual employment contracts with our employees. These contracts cover
matters such as salaries, employee benefits, workplace safety, confidentiality obligations, work
product assignment clause and grounds for termination. We have also entered into non-
disclosure agreements with all employees and entered into intellectual property ownership
agreements and non-competition agreements or include such clauses in the agreements with
most of our employees. In particular, we ensure that any inventions created by our employees
during our employment are assigned to us through confidentiality and invention assignment
agreements.
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To maintain the quality, knowledge and skill levels of our workforce, we provide
continuing education and training programs, both internally and externally, to enhance their
technical, professional or management skills. We also conduct periodic trainings sessions to
ensure their awareness and compliance with our policies and procedures in various aspects.
Furthermore, we provide various incentives and benefits to our employees, including
competitive salaries, bonuses and incentive schemes to our employees, particularly our key
employees.
As required by PRC laws and regulations, we participate in social security schemes
organized by municipal government, including pension, medical insurance, work-related injury
insurance, unemployment insurance, maternity insurance and housing funds. We are required
under PRC laws and regulations to make contributions to employee social security schemes at
specified percentages of the salaries, bonuses and certain allowances of our employees, up to
a maximum amount specified by the local government from time to time. We have granted, and
plan to continue to grant, share-based incentive awards to our employees in the future to
incentivize their contributions to our growth and development. See “Risk Factors—Risks
Relating to Doing Business in the Country Where We Primarily Operate—Failure to make
adequate contributions to various employee benefit plans as required by PRC regulations may
subject us to penalties.”
Our employees are not represented by labor unions. We believe that we maintain a
positive working relationship with our employees. During the Track Record Period and up to
the Latest Practicable Date, we had not experienced any material disputes with our employees.
Social Insurance and Housing Provident Fund
Companies registered and operating in China are required under the Social Insurance Law
and the Regulations on the Administration of Housing Funds to apply for social insurance
registration and housing fund deposit registration within 30 days of their establishment and to
pay for their employees different social insurance including pension insurance, medical
insurance, work-related injury insurance, unemployment insurance and maternity insurance to
the extent required by law.
During the Track Record Period, we used third-party service providers to pay for certain
government-statutory employee benefits for some of our employees. Due to our lack of
operating subsidiaries in certain regions, we were unable to make social security and housing
provident fund contributions for those employees under relevant laws and regulations. As of
June 30, 2025, we had 80 employees whose social security and housing provident fund
contributions were made through third-party service providers, representing 4.7% of our total
employees. As of the Latest Practicable Date, the third-party service providers had confirmed
to us in writing that during the Track Record Period, or an earlier date on which such providers’
services to a subsidiary of our Group were terminated, there had been no instances of missed
or overdue payments of social insurance and housing provident fund while fulfilling their
aforementioned payment obligations. As of the Latest Practicable Date, we were not aware of
any failure or delay in any of such payments to our employees by the third-party service
providers. As of the Latest Practicable Date, we had not received any notice or inquiry from
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the relevant government authorities due to the abovementioned practice of making
contributions to the employee benefit plans. If the arrangement with third-party service
providers is challenged by government authorities, we may be deemed to fail to discharge our
obligations in relation to the payment of social insurance and housing provident funds through
our own accounts as an employer, and we may be ordered by the relevant authorities to make
up for employee benefit plans contributions and we may be subject to fines and legal sanctions
in relation to our non-compliance. Nevertheless, uncertainties still exist in relation to whether
and how such arrangement would be penalized or fined under the PRC laws and regulations in
practice, we may face uncertainties as to the application and implementation of laws and
regulations in this regard. If we were ordered to make such payment, we intend to do so
promptly and within the prescribed time period.
During the Track Record Period and up to the Latest Practicable Date, we had not made
full contributions to the foregoing employee benefits for our employees. Such non-compliance
was primarily because (i) certain employees have relatively high mobility and are typically not
willing to participate in the social welfare schemes of the city where they temporarily reside
as such contributions are not transferable among cities and (ii) certain employees place more
importance on take-home income and are unwilling to bear the costs associated with social
insurance and housing provident funds strictly in proportion to their salary. In 2022, 2023,
2024, and the six months ended June 30, 2025, we made provisions of approximately RMB20.0
million, RMB19.9 million and RMB21.0 million and RMB23.0 million, respectively, for the
shortfall. As advised by our PRC Legal Advisor, pursuant to relevant PRC laws and
regulations, the under contribution of social insurance within a prescribed period may subject
us to a daily overdue charge of 0.05% of the delayed payment amount. If such payment is not
made within the stipulated period, the competent authority may further impose a fine of one
to three times of the overdue amount. Furthermore, in light of the Article 19(l) of the
Interpretation II of the Supreme People’s Court of Issues Concerning the Application of Law
in the Trial of Labor Dispute Cases (༆
ᙑ(ɚ)) (the “New Judicial Interpretation”), promulgated on July 31, 2025and effective as of
September 1, 2025, if an employer and an employee agree or the employee undertakes that
social insurance contributions need not be paid, the People’s Court shall deem such agreement
or undertaking invalid. Furthermore, where an employer fails to pay social insurance
contributions in accordance with the law, and the employee seeks to terminate the labor
contract and claims economic compensation from the employer pursuant to Article 38(3)of the
PRC Labor Contract Law, the People’s Court shall support such claims, in which case the
employer remains liable for paying economic compensation (calculated as the number of years
of employment multiplied by the monthly salary) to the employee, notwithstanding any prior
agreement to waive social insurance contributions. See “Regulations — Regulations Relating
to Labor Protection in the PRC” for details. As of the Latest Practicable Date, we had not
received any notice from the relevant government authorities or any claim or request from
these employees in this regard. Pursuant to relevant PRC laws and regulations, if there is a
failure to pay the full amount of housing provident fund as required, the housing provident fund
management center may require payment of the outstanding amount within a prescribed period.
If the payment is not made within such time limit, an application may be made to the PRC
courts for compulsory enforcement. If we were ordered to make payment for inadequate social
insurance or housing provident contribution, we will do so promptly and within the prescribed
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time period. Our PRC Legal Advisor has advised us that the New Judicial Interpretation does
not expand the scope of penalties or repeal the provisions of existing laws and regulations and
the risk of us being materially affected by the issue of social insurance and housing provident
fund payment is relatively low, provided that we pay the unpaid amount for social insurance
and housing provident fund in full amount in a timely manner after receiving notices to rectify
the non-compliance from the relevant PRC authorities. For details on the risks associated with
our contribution to employee benefit plans, see “Risk Factors—Risks Relating to Doing
Business in the Country Where We Primarily Operate—Failure to make adequate contribution
to various employee benefit plans as required by PRC regulations may subject us to penalties.”
PROPERTIES
Our principal places of business are in Beijing and Shanghai, China. As of the Latest
Practicable Date, we leased 32 properties in mainland China. As of the Latest Practicable Date,
our leased properties had a total gross floor area of approximately 24,235 sq.m. The properties
we lease are mainly used as office space.
Our leased properties are used for non-property activities as defined under Rule 5.01(2)
of the Listing Rules and are principally used as research and development centers and office
premises for our business operations. We believe our existing facilities are generally adequate
to meet our current needs.
During the Track Record Period and up to the Latest Practicable Date, we did not
encounter any material difficulties in renewing lease agreements or locating new premises for
our facilities. We do not foresee any major challenges or impediments in renewing the relevant
leases upon their expiration. In some cases, our tenancy rights are subject to the mortgage loans
by our lessors’ lenders. In the event of a foreclosure, there is a possibility that we may lose our
lease. However, such situations did not occur during the Track Record Period and up to the
Latest Practicable Date. If we need to add or relocate to new facilities, or expand existing
facilities to accommodate additional employees, we believe that suitable space will be
available to accommodate our operations.
As of June 30, 2025, each of our property interests had a carrying amount less than 15%
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 (Chapter 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 require a
valuation report with respect to all our interests in land or buildings.
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Filing of Lease Agreement
19 of our lease agreements had not been filed with the relevant government authorities as
of the Latest Practicable Date. Under the relevant PRC laws and regulations, we may be
required to file with the relevant government authority executed leases. As advised by our PRC
Legal Advisor, the failure to file the lease agreements for our leased properties will not affect
the validity of these lease agreements, but the competent housing authorities may order us to
file the lease agreements in a prescribed period of time and impose a fine ranging from
RMB1,000 to RMB10,000 for each non-filed lease if we fail to complete the registration within
the prescribed timeframe. The aggregate maximum penalty for the non-compliance relating to
the filing of lease agreements would be between RMB19,000 and RMB190,000 based on
agreements in force as of the Latest Practicable Date. If we were ordered to make such
payment, we will do so promptly and within the prescribed time period.
Use of Leased Properties
As of the Latest Practicable Date, there were instances where the actual use of certain of
our leased properties did not align with the registered use. Specifically, these leased properties
were utilized as office space, while their respective registered uses, as indicated on the
ownership title certificates, were for manufacturing or industrial use, science and
education/scientific research, press and publication, or business apartments/residential
buildings. In respect of the safety risks, given that (i) we used all such leased properties for
office purposes, (ii) the operations of our business do not require any special safety measures
at the office premises, and (iii) the certified uses of the aforementioned leased properties have
more stringent safety standards, environmental control measures, and safety and fire protection
measures than those required for commercial office space, our PRC Legal Advisor has advised
us that there are no additional safety issues associated with using these leased properties for
office purposes. As of the Latest Practicable Date, no safety incident had occurred at the
aforementioned leased properties. Under the PRC legal regime regarding the land use right,
land shall be used in line with the approved usage of the land. Any change as contemplated to
the usages of land shall go through relevant land alteration registration procedures by
landlords. Failure to do so may subject the landlords to warnings, fines, and even the
confiscation of land use rights without compensation by the PRC government authorities, and
the tenants may be required to vacate the property. As confirmed by our Directors, if we cannot
continue to use such leased properties, we are able to relocate to qualified alternative premises
within a short period of time under comparable terms without incurring substantial additional
costs. For details on the risks associated with our leased properties, see “Risk Factors—Risks
Relating to Our Business and Industry—We are subject to risks relating to our leased
properties.”
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INSURANCE
We maintain insurance policies that are required under PRC laws and regulations, and
based on our assessment of our operational needs and industry practice. As required by
regulations in China, we participate in various employee social security plans that are
organized by municipal and provincial governments, including pension insurance,
unemployment insurance, maternity insurance, work-related injury insurance, medical
insurance and housing funds. In addition, we have also acquired commercial insurance policies
for all employees as a supplemental employee benefit, such as accidental injury insurance,
critical illness insurance, medical insurance. We do not maintain insurance policies covering
damages to our network infrastructures or information technology systems. We have
determined not to maintain such insurance policies because (i) our systems primarily handle ad
monitoring data and do not involve critical national infrastructure or sensitive personal
information; (ii) the losses from system interruptions are unlikely to significantly affect our
operations or financial conditions; and (iii) our liabilities in the event of system failures are
typically confined to timely system repairs and resumption of services pursuant to the
agreements with our clients, which are unlikely to cause substantial disruption to our business.
In the future, to the extent that any of the foregoing types of insurances becomes mandatory
due to changes in law or other reasons, we will acquire such insurance to ensure continued
compliance with the law. Our Directors believe that our existing insurance coverage is
sufficient for our present operations and aligns with the industry practice in the PRC. See “Risk
Factors—Risks Relating to Our Business and Industry—We have limited insurance coverage of
our operations, which may expose us to significant costs and business disruption.”
During the Track Record Period and up to the Latest Practicable Date, we did not file any
material insurance claims, nor did we encounter any material difficulties in renewing our
insurance policies.
RISK MANAGEMENT AND INTERNAL CONTROL
We have devoted ourselves to establishing and maintaining risk management and internal
control systems consisting of policies and procedures that we consider to be appropriate for our
business operations, and we are dedicated to continuously improving these systems.
We have adopted and implemented comprehensive risk management policies in various
aspects of our business operations, such as AIGC compliance, financial reporting, information
system, internal control, human resources, and investment management.
Internal Control Measures Relating to AIGC Use
The Deep Synthesis Provisions and the AIGC Measures apply to service providers that
provide deep synthesis algorithms/generative artificial intelligence technologies within the
territory of the People’s Republic of China and offer services to the public that can generate
content such as text, images, audio, and videos. Both Xiaoming Co-pilot and insightFlow CMS
are generative AI products. Xiaoming Co-pilot is a general-purpose generative AI product
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designed to support a wide range of business applications, while insightFlow CMS is a
vertical-specific AI product tailored for marketing scenarios as part of our marketing
intelligence product portfolio. Therefore, we are dedicated to follow the requirements of the
aforesaid Provisions and measures.
As of the Latest Practicable Date, we have implemented a comprehensive set of internal
control measures to ensure strict compliance with the Deep Synthesis Provisions and the AIGC
Measures, including but not limited to (i) establishing standards to filter harmful, false or
discriminatory content, (ii) disclosing algorithm mechanisms through the Internet Information
Service Algorithm Filing System, (iii) ensuring the legitimacy of data sources via agreements
with third-party data vendors, (iv) clearly communicating our privacy policies to users through
our websites and various channels and (v) establishing responsive mechanism for users’
exercising personal data rights, consumer supervision, and complaint filing.
We require users to agree to a personal information protection policy and a user
agreement before using our AIGC product, Xiaoming Co-pilot. Under limited circumstances,
we also train our models based on the data generated from users’ deployment of Xiaoming
Co-pilot in accordance with the personal information protection policy and the user agreement
and in compliance with applicable laws and regulations. The users of Xiaoming Co-pilot were
mainly employees of our Group and marketing professionals of our clients as of the Latest
Practicable Date. Moreover, we have established a robust framework for data privacy
protection in the field of AIGC. This framework includes setting up data classification and
grading systems, data security management norms, and data security development norms to
regulate the storage and use of personal information. We collect personal information based on
the principles of legality, propriety, and necessity, and only collect information directly related
to product functions. Our personal information protection policy clearly informs users about
the purpose, method, and scope of data collection. We minimize data collection to only the
types of information explicitly stated in the personal information protection policy, reducing
the quantity and variety of personal information collected to lower the risk of information
leakage. Access to users’ personal information is restricted to employees or partners on an
as-need basis only for work purpose, with strict access control and monitoring mechanisms. All
personnel with access to personal information are required to sign confidentiality agreements
and fulfill confidentiality obligations. Additionally, we provide comprehensive information
security and privacy protection training to employees involved in personal information
processing. This training ensures they are familiar with relevant regulations, policies, and
operational norms, and enhances their awareness of data privacy protection. We have
constructed a strict employee authority management and supervision mechanism to prevent any
violations of regulations by our employees.
We filter any potentially harmful, false or discriminatory content generated by Xiaoming
Co-pilot before it is presented to users. This is achieved through a combination of our internal
efforts and the support of professional third-party service providers. Internally, our R&D team
members undergo related training to stay attuned on the latest practices regarding harmful and
inappropriate content. Externally, through intelligent semantic, text and visual recognitions,
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the service providers that we engaged help us identify illegal, defamatory, violent, political and
adult content. Then, leveraging the technological infrastructure integrated within Xiaoming
Co-pilot, we effectively filter such prohibitive content.
Additionally, our user agreement explicitly requires users not to send to Xiaoming
Co-pilot or induce it to generate any potentially harmful, false, or discriminatory content. The
agreement further provides that Xiaoming Co-pilot may delete or block such content sent by
users and report any publication of such content to regulatory authorities.
As advised by our PRC Legal Advisor, algorithm filings and AI service filings are two
distinct compliance obligations administered by the CAC, which are independent of each other.
Whether the corresponding filing obligations need to be fulfilled shall be determined in
accordance with relevant laws, regulations, and regulatory requirements.
Because Xiaoming Co-pilot and insightFlow CMS integrate algorithmic recommendation,
they are subject to algorithm filing with the CAC. Specifically, it is required to fill in such
information as the service provider’s name, service form, application field, algorithm type,
algorithm self-assessment report and content to be disclosed via the internet information
service algorithm record-filing system to go through record-filing formalities within ten
working days from the date of provision of services. As of the Latest Practicable Date, we have
completed the algorithm filings for both of two core content-generation and synthesis
algorithms applied in Xiaoming Co-pilot with the CAC, in accordance with relevant laws and
regulations. With respect to insightFlow CMS, we have already commenced the relevant filing
process and have submitted the algorithm filing application to the CAC. As discussed with our
PRC Legal Adviser, as of the Latest Practicable Date, given the fact that (1) the Company has
submitted the filing materials in accordance with regulatory requirements; (2) based on review
of our submitted materials there has not been any objection on filing from CAC to date; and
(3) we have completed algorithm filing of similar products such as Xiaoming Co-pilot before,
we do not foresee any legal impediment to the completion of the filing made to the CAC.
Regarding the generative AI service filing, we consulted the CAC on January 2, 2025.
According to the feedback from the consultation, a service provider shall submit AI service
filings if it simultaneously meets the following criteria: (i) the service provider offers
generative AI services to the public (herein specifically referring to the consumer-end users)
and (ii) the AI service has a significant influence on public opinion or significant social impact.
As of the Latest Practicable Date, while we cannot entirely rule out the possibility that the
services related to Xiaoming Co-pilot and insightFlow CMS may be deemed to have “a
significant influence on public opinion or significant social impact,” since the current focus of
these products is only on serving enterprises, not on serving consumer-end users, we are
currently not required to complete the AI service filing based on the confirmation by the
regulatory authority.
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Regulatory landscape in the AIGC sector evolves rapidly, for example, the CAC may
issue new requirements or adjust their current practice from time to time. We closely monitor
these changes and are committed to promptly addressing and adapting to any new requirements
or updates from regulatory authorities.
As advised by our PRC Legal Advisor, during the Track Record Period and up to the
Latest Practicable Date, we have not received any warning, complaints, adverse media
coverage, investigations and severe administrative, civil and criminal sanctions or penalties for
non-compliance with AIGC Measures or any other regulations pertaining to AI and algorithm.
Therefore, our PRC Legal Advisor and our Directors are of the view that we have complied
with the requirements of the AIGC Measures in all material respects as of the Latest Practicable
Date and its publication and implementation will not have a material adverse effect on our
business operations, financial performance, or our Listing.
Financial Reporting Risk Management
We have in place a set of accounting policies in connection with our financial reporting
risk management, such as financial reporting management policies, budget management
policies, treasury management policies, financial statements preparation policies, and finance
department and staff management policies. We have various procedures and IT systems in place
to implement our accounting policies, and our finance department reviews our management
accounts based on such procedures. We also provide regular training to our finance department
employees to ensure that they understand our financial management and accounting policies
and implement them in our daily operations.
Internal Control Risk Management
We have designed and adopted strict internal procedures to ensure the compliance of our
business operations with the relevant rules and regulations. Our legal, finance, and other
departments work closely together to: (i) perform risk assessments and give advice on risk
management strategies, (ii) improve business process efficiency and monitor internal control
effectiveness; and (iii) promote risk awareness throughout our Group.
In accordance with our internal procedures, our in-house legal and finance departments
review due diligence materials and contracts of suppliers and clients, and works with relevant
business units to obtain and maintain requisite governmental approvals or consents, including
preparing and submitting all necessary documents for filing with relevant government
authorities within the prescribed regulatory timelines.
We continually review the implementation of our risk management policies and measures
to ensure our policies and implementation are effective and sufficient.
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Audit Committee Experience and Qualification and Board Oversight
We have established an audit committee to monitor the implementation of our risk
management policies across our Group on an ongoing basis to ensure that our internal control
system is effective in identifying, managing, and mitigating risks involved in our business
operations.
The audit committee consists of three members, namely Mr. Y unan Ren, Mr. Hing Y uen
Ho, and Mr. John Fei Zeng. Mr. Ren is the chairperson of the audit committee. For the
professional qualifications and experiences of the members of our audit committee, see
“Directors and Senior Management.”
We also maintain an internal audit department which is responsible for reviewing the
effectiveness of internal controls and reporting to the audit committee and senior management
on any issues identified. Our internal audit department members hold regular meetings with
management to discuss any internal control issues we face and the corresponding measures to
implement toward resolving such issues. The internal audit department reports to the audit
committee to ensure that any major issues identified are channeled to the committee on a timely
basis. The audit committee then discusses the issues and reports to the board of Directors, if
necessary.
Ongoing Measures to Monitor the Implementation of Risk Management Policies
Our audit committee, internal audit department, and senior management together monitor
the implementation of our risk management policies on an ongoing basis to ensure our policies
and implementation are effective and sufficient.
LEGAL PROCEEDINGS AND COMPLIANCE
Legal Proceedings
From time to time, we may become a party to various legal or administrative proceedings
arising in the ordinary course of our business, including actions with respect to intellectual
property infringement, violation of third-party licenses or other rights, breach of contract and
labor and employment claims. See “Risk Factors—Risks Relating to Our Business and
Industry—We may be subject to complaints, claims, controversies, regulatory actions and legal
proceedings, which could have a material adverse effect on our results of operations, financial
condition, liquidity, cash flows and reputation.”
During the Track Record Period and up to the Latest Practicable Date, there were no legal
proceedings pending or threatened against us or our Directors that could, individually or in the
aggregate, have a material adverse effect on our business, financial condition and results of
operations.
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Compliance
During the Track Record Period and up to the Latest Practicable Date, we had not been
and were not involved in any material noncompliance incidents that have led to fines,
enforcement actions, or other penalties that could, individually or in the aggregate, have a
material adverse effect on our business, financial condition, and results of operations.
LICENSES, PERMITS, AND APPROV ALS
We are required to obtain permits, licenses, approvals, filings and certifications for
certain business operated by us from the relevant government authorities as required under
PRC laws and regulations. As of the Latest Practicable Date, we had obtained all material
licenses and permits required for our business operations (which mainly consists of business
licenses of our subsidiaries), and such business licenses had remained in full effect. During the
Track Record Period and up to the Latest Practicable Date, we had obtained all licenses,
permits, approvals, filings and certifications that are material to our operations (which mainly
consists of business licenses of our subsidiaries), and such licenses, permits, approvals, filings
and certifications all remain in full effect. Please refer to “Regulations” for more details
regarding the laws and regulations to which we are subject. During the Track Record Period
and up to the Latest Practicable Date, we had not experienced any material difficulty in
renewing such licenses, permits, approvals and certificates. To the best of our Directors’
knowledge, we currently do not expect to encounter any material difficulty in renewing them
when they expire, if applicable, and no material unexpected or adverse changes have occurred
since the date of their respective issuance.
A W ARDS AND RECOGNITIONS
As of the Latest Practicable Date, we had received numerous recognitions for our
innovative products and solutions. Some of the significant awards and recognition we have
received are set forth below.
Y ear of Grant Award/Recognition Issuing Organization/Authority
2019 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118National Open Innovation Platform
for Next Generation Artificial
Intelligence (อɓ˾ɛʈ౽ঐ
௴อ̻ၽ)
Ministry of Science and
Technology of the PRC
2020 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The first prize of the prestigious
“WU Wenjun AI Science and
Technology Award” (“ɛʈ
ኪҦஔᆤ”ɓഃᆤ)
Chinese Association for
Artificial Intelligence ( ʕ਷
ɛʈ౽ঐኪึ)
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Y ear of Grant Award/Recognition Issuing Organization/Authority
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Best paper nomination, Hypergraph
Multi-modal Large Language
Model: Exploiting EEG and Eye-
tracking Modalities to Evaluate
Heterogeneous Responses for
Video Understanding
ACM Multimedia 2024
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Top 50 Global AIGC Pioneers 2024
(2024 ΌଢAIGC ΋ቜ50੶)
Zhiding Tech & Zhiding
Think Tank
2019 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850 Smartest Companies in
China 2019
MIT Technology Review
2018 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118“WU Wenjun Artificial Intelligence
Science and Technology Award”
Scientific and Technological
Progress Award for Enterprise
Technology Innovation Project
(“ኪҦஔᆤ”߅
ҦආӉᆤΆุҦஔ௴อʈ೻ධͦ)
Chinese Association for
Artificial Intelligence
2020 and 2021 /H1118Representative V endor in Data
Middle Platform in Hype Cycle
for ICT in China
Gartner
2020 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Representative V endor in
Knowledge Graph in Hype Cycle
for Artificial Intelligence
Gartner
2020 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Cool V endors in Graph
Technologies
Gartner
2021 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Included in Now Tech: Customer
Data Platforms in Asia Pacific,
Q4 2021
Forrester Research
2021 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Included in Natural Language
Processing Use Cases for
Financial Services in Asia Pacific
Forrester Research
2019 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118China Artificial Intelligence Top 10
Innovative Companies of the Y ear
(ɤɽ௴อΆุ)
Global AI Product and
Application Expo ( Όଢɛʈ
Ꮠ͜௹ᚎึ)
2020 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The second batch of “Shanghai
Artificial Intelligence Innovation
Center” (“ ɪऎ̹ɛʈ౽ঐ௴อʕ
ː”) Establishing Organization
(ୋɚҭ“ɪऎ̹ɛʈ౽ঐ௴อʕ
ː”ணఊЗ)
Shanghai Municipal People’s
Government
BUSINESS
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In the following section we discuss our historical financial results for the years
ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024 and
2025. You should read the following discussion and analysis together with our audited
consolidated financial statements as of and for the years ended December 31, 2022, 2023
and 2024 and the six months ended June 30, 2025, our unaudited consolidated financial
statements as of and for the six months ended June 30, 2024, and the accompanying notes
included in the Accountants’ Report in Appendix I to this document. Our consolidated
financial statements have been prepared in accordance with HKFRS.
This discussion and analysis contain forward-looking statements that reflect our
current views with respect to future events and our financial performance and involves
risks and uncertainties. These statements are based on our assumptions and analysis in
light of our experience and perception of historical trends, current conditions and
expected future developments, as well as other factors we believe are appropriate under
the circumstances. However , whether actual outcomes and developments will meet our
expectations and predictions depends on a number of risks and uncertainties. Our actual
results may differ materially from those anticipated in these forward looking statements
as a result of any number of factors. In evaluating our business, you should carefully
consider the information provided in this document, including “Risk Factors” and
“Business” in this document.
OVERVIEW
We are a leading data intelligence application software company in China, dedicated to
transforming enterprise marketing and operational decision-making and processes through the
integration of large models, industry-specific knowledge, and multimodal data. According to
Frost & Sullivan, we are the largest data intelligence application software provider in China in
terms of total revenue in 2024. Through innovative data intelligence application software, we
help clients collect, integrate, manage, and analyze multimodal data from both online and
offline operations, generating actionable business insights to meet business needs, empowering
clients to continually improve operational efficiency and facilitate innovation. As of June 30,
2025, we had served 135 Fortune 500 companies worldwide, with clients spanning retail,
consumer goods, food and beverage, automotive, 3C, cosmetics, mother and baby products,
and other industries.
For the years ended December 31, 2022, 2023 and 2024, we recorded revenues of
RMB1,269.3 million, RMB1,462.0 million and RMB1,381.4 million, respectively, representing
a year-on-year increase of 15.2% from 2022 to 2023 and a year-on-year decrease of 5.5% from
2023 to 2024. For the six months ended June 30, 2024 and 2025, our revenue increased from
RMB565.1 million to RMB643.8 million, representing a year-on-year increase of 13.9%.
During the Track Record Period, marketing intelligence and operational intelligence
contributed significantly to our revenue. We recorded revenue from marketing intelligence of
RMB803.4 million, RMB752.7 million, RMB730.9 million, RMB322.7 million and RMB354.2
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million in 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, respectively,
representing 63.3%, 51.5%, 52.9%, 57.1% and 55.0% of our total revenue in the same periods,
respectively. We recorded revenue from operational intelligence of RMB363.1 million,
RMB594.7 million, RMB522.8 million, RMB230.0 million and RMB268.5 million in 2022,
2023 and 2024 and the six months ended June 30, 2024 and 2025, respectively, representing
28.6%, 40.7%, 37.9%, 40.7% and 41.7% of our total revenue in the same periods, respectively.
We had operating losses of RMB1,008.9 million, RMB210.9 million and RMB132.3
million for the years ended December 31, 2022, 2023 and 2024, respectively. We had operating
loss of RMB84.5 million for the six months ended June 30, 2024, as compared to operating
income of RMB6.1 million for the six months ended June 30, 2025. Adding back share-based
payment expenses and IPO related expenses, we incurred adjusted operating loss (non-HKFRS
measure) of RMB929.9 million and RMB118.0 million, for the years ended December 31, 2022
and 2023, respectively. We recorded adjusted operating profit (non-HKFRS measure) of
RMB580 thousand for the year ended December 31, 2024. We recorded adjusted operating loss
(non-HKFRS measure) of RMB42.5 million for the six months ended June 30, 2024, as
compared to adjusted operating profit (non-HKFRS measure) of RMB26.9 million for the six
months ended June 30, 2025. We had a net profit of RMB1,637.6 million, RMB318.4 million
and RMB7.9 million in 2022, 2023 and 2024, respectively. We had a net loss of RMB98.7
million and RMB203.9 million for the six months ended June 30, 2024 and 2025, respectively.
Adding back share-based payment expenses, IPO related expenses, and fair value changes of
preferred shares, warrants and convertible notes, we incurred adjusted net loss (non-HKFRS
measure) of RMB1,098.7 million, RMB174.1 million and RMB45.1 million for the years ended
December 31, 2022, 2023 and 2024. We incurred adjusted net loss (non-HKFRS measure) of
RMB48.4 million for the six months ended June 30, 2024, as compared to adjusted net profit
(non-HKFRS measure) of RMB24.9 million for the six months ended June 30, 2025,
respectively. For more details, see “—Major Components of Our Results of Operations—Non-
HKFRS Measures” in this section.
We intend for this financial information section to provide readers with information that
will assist in understanding our results of operations, including metrics that management uses
to assess our Company’s performance. Throughout this section, we discuss the following
performance and financial metrics: number of KA clients, KA client retention rate, revenue,
cost of sales, gross profit/(loss) and gross profit/(loss) margin, research and development
expenses, administrative expenses, selling and marketing expenses, impairment losses on
financial assets and contract assets, net, other operating (expenses)/income, net, other
(losses)/income, net, fair value changes of preferred shares, warrants and convertible notes,
profit/(loss) for the year/period, adjusted operating (loss)/profit (non-HKFRS measure),
adjusted net (loss)/profit (non-HKFRS measure), operating (loss)/income margin, adjusted
operating (loss)/profit margin (non-HKFRS measure), current ratio, and gearing ratio.
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BASIS OF PRESENTATION
The Historical Financial Information has been prepared in accordance with Hong Kong
Financial Reporting Standards (“ HKFRSs ”), Hong Kong Accounting Standards (“ HKASs ”)
and Interpretations issued by the Hong Kong Institute of Certified Public Accountants and
accounting principles generally accepted in Hong Kong.
The Historical Financial Information has been prepared under the historical cost
convention, except for financial instruments at fair value through profit or loss (“ FVPL ”),
equity investments designated at fair value through other comprehensive income (“ FVOCI ”),
other liabilities and preferred shares, warrants and convertible notes, which have been
measured at fair value.
The preparation of financial statements in conformity with HKFRSs requires the use of
certain critical accounting estimates. The areas involving a higher degree of judgment or
complexity, or areas where assumptions and estimates are significant to the historical financial
information are disclosed in Note 3 of the Accountants’ Report in Appendix I to this document.
MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our results of operations are affected by general factors affecting the artificial
intelligence industry and the enterprise-level data intelligence application software industry in
China, which include changes in China’s overall economic growth and level of per capital
disposable income; enterprises’ demand for digitalization of business operations; pace of the
development of artificial general intelligence, IoT and other advanced technologies that impact
the evolvement of enterprises’ marketing and operations; performance of, and the perceived
value associated with data intelligence application software; labor costs, and government
policies, initiatives and incentives affecting both industries. Unfavorable changes in any of
these factors could negatively affect the demand for our products and solutions and materially
and adversely affect our results of operations.
Our results of operations are also affected by certain company-specific factors, including
our ability to achieve the following:
 Our ability to build up our data ecosystem;
 Our ability to develop innovative technologies;
 Our ability to enrich our product portfolio;
 Our ability to expand client base and improve cross-selling; and
 Our ability to manage costs and improve operational efficiencies.
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Our ability to build up our data ecosystem
Integration and analysis of multimodal data underpins our technological and product
developments, and thereby our business growth. Leveraging multimodal data, including text,
images, voice, video, internet user behavior, and sensor signals from our marketing intelligence
and operational intelligence operations, we provide our clients with actionable AI-powered
insights that drive business success. Our ability to continually build up our data ecosystem by
expanding its modality, industry verticals, and volume is critical to the sustainability of our
business.
For marketing intelligence, we collaborate with advertising agencies, media platforms
and other professional third-parties and leverage (i) social media data, including posts, images,
and videos, (ii) biometric data, including EEG signals and eye-tracking data, and (iii) internet
user behavior data, including ad exposures and clicks to help our clients understand market
trend, gauge consumer relations to advertisements, assess advertising performance and
optimize media strategies. For operational intelligence, we work with our clients which
conduct offline operations and analyze (i) audio data including background music, (ii) IoT data
from devices such as sensors and alarms, and (iii) environmental metrics such as temperature
and humidity to assist our clients in crafting sales strategies, optimizing inventory, managing
chain stores in a centralized manner, and monitoring store performance. See “Business—Our
Core Competencies—Key Technologies—Data Privacy” for our efforts to protect data privacy
and personal information.
Our ability to further build up our data ecosystem depends on, among other things, our
ability to continually secure data sources that can be commercialized, as well as our adherence
to a neutral position to ensure transparency and openness in data usage, algorithms and our
relationship with business partners. Additionally, our ability to expand our data access is
conditioned upon the regulatory requirements that the PRC government authority may impose
on the industry in which we operate. See “Risk Factors—Risks Relating to Our Business and
Industry—Our services involve collecting, processing, and storing significant amounts of data
concerning our clients and business partners and may be subject to complex and evolving laws
and regulations regarding privacy and data protection. If we fail to comply with privacy and
data protection laws and regulations, our business, results of operations and financial condition
may be adversely affected.”
Our ability to develop innovative technologies
Continuously strengthening the research and development of advanced technologies is
essential for us to maintain our market leadership and drive ongoing product development and
innovation. Our core technologies lie in data intelligence, enterprise knowledge graph, and data
privacy. As the leading company in the data intelligence application software market, we seek
to further unleash the power of generative AI, machine learning and other advanced
technologies to refine our existing products and commercialize pipeline products, such as
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Xiaoming Co-pilot and insightFlow CMS, and achieve business growth. To do so, we must
retain and recruit R&D experts in these fields, while maintaining a healthy balance between
revenue and costs and expenses by deploying innovative technologies in our workflow to
improve R&D efficiency.
Research and development expenses represent the largest component of our operating
expenses (excluding listing expenses). We incurred RMB750.9 million, RMB480.8 million,
RMB353.0 million, RMB173.6 million and RMB150.4 million in research and development
expenses in 2022, 2023, 2024, the six months ended June 30, 2024 and the six months ended
June 30, 2025, respectively. Research and development expenses represented 59.2%, 32.9%,
25.6%, 30.7% and 23.4% of our total revenue in corresponding periods, respectively. Employee
benefit expenses, which mainly represent the compensation we pay to our R&D personnel,
were the major element of our overall research and development expenses. We expect to
continue to strengthen our talent pool by recruiting experts in data science and artificial
intelligence, as well as experts with deep industry knowledge and experience in application
scenarios, to achieve deeper integration of multimodal large models with our core business
operations.
Meanwhile, we have deployed large models and generative AI products that have
significantly boosted our R&D efficiency. With tools such as Xiaoming Co-pilot, coding tasks
with lower level of complexity can be handled by large models, which previously required
manual effort. In addition, our newly developed products are equipped with enhanced data
capabilities, ensuring their functionalities and appeal to our clients. This approach focusing on
R&D efficiency has allowed us to concentrate R&D resources on more complex and high-value
tasks. Looking ahead, we expect to continue enhancing our technological prowess and
fostering a culture of innovation to create solutions that meet the evolving needs for
digitalization of our clients.
Our ability to enrich our product portfolio and maximize monetization potential
Our overall results of operations hinge on the product portfolio we offer to our clients,
addressing their changing needs and bringing us a diversified stream of revenue. We generate
revenue from marketing intelligence primarily from provision of media spending optimization
services, social media management services and customer growth services. We generate
revenue from operational intelligence mainly from provision of services to offline stores under
the smart store operating system that is aimed at driving the digitalization of offline stores in
customer engagement such as conversational intelligence solutions, employee management,
supply chain management, and equipment management.
During the Track Record Period, our gross profit was RMB675.7 million, RMB732.6
million, RMB712.7 million, RMB286.1 million and RMB360.1 million in 2022, 2023, 2024,
the six months ended June 30, 2024 and the six months ended June 30, 2025, respectively. Our
gross profit margin was 53.2%, 50.1%, 51.6%, 50.6% and 55.9%, respectively. The decrease
in gross profit margin of 53.2% in 2022 to 50.1% in 2023 is the natural result of our rapid
expansion of the operational intelligence business, which typically has a lower profit margin
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than our marketing intelligence business. The slight increase in gross profit margin of 50.1%
in 2023 to 51.6% in 2024 was mainly due to enhanced standardization of our products. We
believe that a diverse product mix improves our clients’ capabilities in digitalizing both online
and offline business scenarios and is beneficial for our business resilience and sustainability in
the long run. The increase in gross profit margin of 50.6% for the six months ended June 30
2024 to 55.9% for the six months ended June 30 2025 was driven by increased revenue
combined with reduced employee benefit expenses through the implementation of AI tools.
We are constantly expanding and upgrading our product portfolio. For example, we
launched Xiaoming Co-pilot in 2023, a generative AI product that seamlessly integrates across
our various business operations, enhancing efficiency and decision-making capabilities
throughout a business or institution. By expanding its capabilities and adapting to a wider
range of industry-specific applications, we expect Xiaoming Co-pilot to become a powerful
tool for companies seeking to integrate advanced AI and large model capabilities into their
operations, thereby creating a new revenue stream for us and establishing a broader market
presence. Also, we developed insightFlow CMS, an AIGC product combining social media
insights and content generation powered by AI, leveraging the clients’ key success factors and
trendy Internet topics to help clients achieve a truly closed-loop capability from marketing
insights to marketing content generation. See “Business—Large Model Products—Xiaoming
Co-pilot” and “Business—Marketing Intelligence—Our Flagship Product—Miaozhen
Systems—Key Operating and Technological Metrics of Miaozhen Systems—Our Innovative
Product Pipeline” for details.
Our ability to expand client base and improve cross-selling
Our continued business success depends on a large and loyal client base. We have adopted
a top-down client development strategy, initially targeting leading market participants in each
industry vertical. Although cultivating a large, high-quality client base is challenging, as these
clients have stricter procurement processes and higher service quality requirements, we have
gained their recognition of loyalty through our long-term commitment and exceptional service
quality.
For the years ended December 31, 2022, 2023 and 2024, the number of our KA clients
were 72, 77 and 79. For the six months ended June 30, 2024 and 2025, the number of our KA
customers was 66 and 77, respectively. As of June 30, 2025, our client portfolio included 135
Fortune 500 companies. Our KA client retention rate increased from 91.7% in 2022 to 93.1%
in 2023 and decreased from 93.1% in 2023 to 87.0% in 2024, in terms of the total number of
KA clients. This retention rate was 84.4% and 89.9% in the six months ended June 30, 2024
and 2025, respectively. We have also demonstrated strong cross-selling capabilities, with over
88% of KA clients purchasing multiple products in each year from 2022 to 2024.
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Our ability to maintain and further expand our large and loyal client base is dependent on
a range of factors, including, among other things, our ability to offer more products and
solutions that address the needs of our clients at competitive prices, the strength of our
technologies and the effectiveness of our sales and marketing efforts. We expect to continue to
offer products and solutions with premium quality and introduce new products addressing our
clients’ emerging demands to ensure client satisfaction and loyalty.
Our ability to manage costs and improve operational efficiencies
Our ability to manage costs and improve operational efficiencies is critical to the success
of our business. Our cost of sales primarily comprises (i) employee benefit expenses and (ii)
software and hardware costs. Our ability to continue to manage our cost of sales depends on
several factors, including optimizing our workforce, negotiating favorable terms with
suppliers, and leveraging economies of scale as we grow.
Our operating expenses consist of research and development expenses, administrative
expenses and selling and marketing expenses, among which research and development
expenses constitute the most significant component. During the Track Record Period, we have
taken a proactive approach in improving R&D efficiency to optimize our research and
development expenses. We took measures including reducing R&D investments in operations
that we are phasing out, including industry solutions and other business initiatives, and
deploying large models and general copilot products, which accelerated the coding and product
development progress and significantly improved our R&D efficiency. We plan to continue
leveraging our data capabilities and deploying advanced technologies to enhance our
operational efficiencies.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Some of our accounting policies require us to apply estimates and assumptions as well as
complex judgments relating to accounting items. The estimates and associated assumptions,
which we believe are reasonable under the circumstances, are based on our historical
experience and other factors, and form the basis of our judgments about matters that are not
readily apparent from other sources. When reviewing our financial results, you should
consider: (a) our selection of critical accounting policies, (b) the judgment and other
uncertainties affecting the application of such policies and (c) the sensitivity of reported results
to changes in conditions and assumptions. The determination of these items requires
management judgments based on information and financial data that may change in future
periods, and as a result, actual results could differ from those estimates.
Set forth below are discussions of the accounting policies that we believe are of critical
importance to us or involve the most significant estimates, assumptions and judgments used in
the preparation of our financial statements. Other material accounting policy information,
estimates, assumptions and judgments, which are important for understanding our financial
condition and results of operations, are set forth in detail in Note 2.3 and Note 3 of the
Accountants’ Report in Appendix I to this document.
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Material accounting policies
Revenue recognition
Revenue from contracts with clients
Revenue from contracts with clients is recognized when control of goods or services is
transferred to our client at an amount that reflects the consideration to which our Group expects
to be entitled in exchange for those goods or services.
When the consideration in a contract includes a variable amount, the amount of
consideration is estimated to which our Group will be entitled in exchange for transferring the
goods or services to the client. The variable consideration is estimated at contract inception and
constrained until it is highly probable that a significant revenue reversal in the amount of
cumulative revenue recognized will not occur when the associated uncertainty with the variable
consideration is subsequently resolved.
When the contract contains a financing component which provides the client with a
significant benefit of financing the transfer of goods or services to the client for more than one
year, revenue is measured at the present value of the amount receivable, discounted using the
discount rate that would be reflected in a separate financing transaction between our Group and
the client at contract inception. When the contract contains a financing component which
provides our Group with a significant financial benefit for more than one year, revenue
recognized under the contract includes the interest expense accreted on the contract liability
under the effective interest method. For a contract where the period between the payment by
the client and the transfer of the promised goods or services is one year or less, the transaction
price is not adjusted for the effects of a significant financing component, using the practical
expedient in HKFRS 15.
Marketing intelligence services
Our Group provides marketing intelligence services to our clients from monitoring
advertising traffic and measuring advertising data on multiple channels instantaneously using
our marketing intelligence application software. Clients simultaneously receive and consume
the benefits as our Group provides marketing intelligence services. Revenue is recognized over
time as services are rendered.
In addition, our Group also provides marketing intelligence services to our clients.
Revenue is recognized at the point in time when the services have been provided to and
accepted by the clients.
Retrospective volume rebates may be provided to certain clients once the quantity of
services purchased during the period exceeds a threshold specified in the contract. Rebates are
recognized as a financial liability. To estimate the variable consideration for the expected
future rebates, the most likely amount method is used for contracts with a single-volume
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threshold and the expected value method is used for contracts with more than one volume
threshold. The selected method that best predicts the amount of variable consideration is
primarily driven by the number of volume thresholds contained in the contract. The
requirements on constraining estimates of variable consideration are applied and a refund
liability for the expected future rebates is recognized. In 2022, 2023 and 2024, the rebates
amount accrued was RMB9.0 million, RMB7.8 million and RMB8.4 million, respectively, with
corresponding year-end balance of RMB28.0 million, RMB33.4 million and RMB29.0 million,
respectively. For the six months ended June 30, 2024 and 2025, the rebates amount accrued was
RMB3.4 million and RMB3.8 million, respectively, with corresponding period-end balance of
RMB32.6 million and RMB27.6 million, respectively.
Operational intelligence services
Our Group provides smart store operating system and customized intelligent operation
solutions to our clients. Revenue is recognized at the point in time when the services have been
provided to and accepted by the clients.
In addition, our Group provides maintenance services, subscription services and rental
services to our clients who simultaneously receive and consume the benefits therein. Revenue
is recognized over time as services are rendered.
Industry solutions
Our Group provides tailored AI solutions to clients in sectors such as finance,
manufacturing, and rail transit. Revenue is recognized at the point in time when the services
have been provided to and accepted by the clients.
In the second half of 2022, we made a decision to phase out the industry solutions
business. Revenue is recognized for previously signed contracts that are still being fulfilled.
Share-based payments
We operate share option schemes. Employees (including directors) of our Group receive
remuneration in the form of share-based payments, whereby employees render services as
consideration for equity instruments (“ equity-settled transactions ”). The cost of equity-
settled transactions with employees is measured by reference to the fair value at the date at
which they are granted. The fair value is determined by an external valuer using a binomial
model, further details of which are given in Note 35 of the Accountants’ Report in Appendix
I to this document.
The cost of equity-settled transactions is recognized in employee benefit expense,
together with a corresponding increase in equity, over the period in which the performance
and/or service conditions are fulfilled. The cumulative expense recognized for equity-settled
transactions at the end of each reporting period until the vesting date reflects the extent to
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which the vesting period has expired and our Group’s best estimate of the number of equity
instruments that will ultimately vest. The charge or credit to the statement of profit or loss for
a period represents the movement in the cumulative expense recognized as at the beginning and
end of that period.
Service and non-market performance conditions are not taken into account when
determining the grant date fair value of awards, but the likelihood of the conditions being met
is assessed as part of our Group’s best estimate of the number of equity instruments that will
ultimately vest. Market performance conditions are reflected within the grant date fair value.
Any other conditions attached to an award, but without an associated service requirement, are
considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value
of an award and lead to an immediate expensing of an award unless there are also service
and/or performance conditions.
For awards that do not ultimately vest because non-market performance and/or service
conditions have not been met, no expense is recognized. Where awards include a market or
non-vesting condition, the transactions are treated as vesting irrespective of whether the market
or non-vesting condition is satisfied, provided that all other performance and/or service
conditions are satisfied.
Where the terms of an equity-settled award are modified, as a minimum an expense is
recognized as if the terms had not been modified, if the original terms of the award are met.
In addition, an expense is recognized for any modification that increases the total fair value of
the share-based payments, or is otherwise beneficial to the employee as measured at the date
of modification.
Where an equity-settled award is canceled, it is treated as if it had vested on the date of
cancelation, and any expense not yet recognized for the award is recognized immediately. This
includes any award where non-vesting conditions within the control of either our Group or the
employee are not met. However, if a new award is substituted for the canceled award, and is
designated as a replacement award on the date that it is granted, the canceled and new awards
are treated as if they were a modification of the original award, as described in the previous
paragraph.
The dilutive effect of outstanding options is reflected as additional share dilution in the
computation of earnings per share.
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The consideration
transferred is measured at the acquisition date fair value which is the sum of the acquisition
date fair values of assets transferred by our Group, liabilities assumed by our Group to the
former owners of the acquiree and the equity interests issued by our Group in exchange for
control of the acquiree. For each business combination, our Group elects whether to measure
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the non-controlling interests in the acquiree at fair value or at the proportionate share of the
acquiree’s identifiable net assets. All other components of non-controlling interests are
measured at fair value. Acquisition-related costs are expensed as incurred.
Our Group determines that it has acquired a business when the acquired set of activities
and assets includes an input and a substantive process that together significantly contribute to
the ability to create outputs.
When our Group acquires a business, it assesses the financial assets and liabilities
assumed for appropriate classification and designation in accordance with the contractual
terms, economic circumstances and pertinent conditions as at the acquisition date. This
includes the separation of embedded derivatives in host contracts of the acquiree. If the
business combination is achieved in stages, the previously held equity interest is remeasured
at its acquisition date fair value and any resulting gain or loss is recognized in profit or loss.
Any contingent consideration to be transferred by the acquirer is recognized at fair value
at the acquisition date. Contingent consideration classified as an asset or liability is measured
at fair value with changes in fair value recognized in profit or loss. Contingent consideration
that is classified as equity is not remeasured and subsequent settlement is accounted for within
equity.
Goodwill is initially measured at cost, being the excess of the aggregate of the
consideration transferred, the amount recognized for non-controlling interests and any fair
value of our Group’s previously held equity interests in the acquiree over the identifiable assets
acquired and liabilities assumed. If the sum of this consideration and other items is lower than
the fair value of the net assets acquired, the difference is, after reassessment, recognized in
profit or loss as a gain on bargain purchase.
After initial recognition, goodwill is measured at cost less any accumulated impairment
losses. Goodwill is tested for impairment annually or more frequently if events or changes in
circumstances indicate that the carrying value may be impaired. Our Group performs its annual
impairment test of goodwill as of December 31. For the purpose of impairment testing,
goodwill acquired in a business combination is, from the acquisition date, allocated to each of
our Group’s cash-generating units, or groups of cash-generating units, that are expected to
benefit from the synergies of the combination, irrespective of whether other assets or liabilities
of our Group are assigned to those units or groups of units.
Impairment is determined by assessing the recoverable amount of the cash-generating unit
(group of cash-generating units) to which the goodwill relates. Where the recoverable amount
of the cash-generating unit (group of cash-generating units) is less than the carrying amount,
an impairment loss is recognized. An impairment loss recognized for goodwill is not reversed
in a subsequent period.
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Where goodwill has been allocated to a cash-generating unit or (group of cash-generating
units) and part of the operation within that unit is disposed of, the goodwill associated with the
operation disposed of is included in the carrying amount of the operation when determining the
gain or loss on the disposal. Goodwill disposed of in these circumstances is measured based
on the relative value of the operation disposed of and the portion of the cash-generating unit
retained.
Critical Accounting Estimates
Fair value of preferred shares, warrants and convertible notes
The fair value of preferred shares, warrants and convertible notes is determined by using
valuation techniques with assumptions such as discount rate, risk-free interest rate discount,
discount for lack of marketability, and volatility. The discounted cash flow method was used
to determine the total equity value of our Group and then equity allocation based on the option
pricing model was adopted to determine the fair value of preferred shares, warrants and
convertible notes. Our Group classified the fair value of preferred shares, warrants and
convertible notes as Level 3. The carrying amounts of preferred shares, warrants and
convertible notes were RMB7,561.9 million, RMB7,314.1 million, RMB7,816.4 million and
RMB7,991.3 million as of December 31, 2022, 2023 and 2024 and June 30, 2025, respectively.
Further details are included in Note 32 to the Accountants’ Report in Appendix I.
Impairment of goodwill
We determine whether goodwill is impaired at least on an annual basis. This requires an
estimation of the value in use of the cash-generating units to which the goodwill is allocated.
Estimating the value in use requires us to make an estimate of the expected future cash flows
from the cash-generating units and also to choose a suitable discount rate in order to calculate
the present value of those cash flows. The carrying amounts of goodwill as of December 31,
2022, 2023 and 2024 and June 30, 2025 were RMB754.8 million, RMB754.8 million,
RMB754.8 million and RMB754.8 million, respectively. Further details are included in Note
15 to the Accountants’ Report in Appendix I.
Impairment of non-financial assets (other than goodwill)
We assess whether there are any indicators of impairment for all non-financial assets
(including the right-of-use assets) at the end of each reporting period. The non-financial assets
are tested for impairment when there are indicators that the carrying amounts may not be
recoverable. An impairment exists when the carrying value of an asset or a cash-generating unit
exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and
its value in use. For certain non-financial assets (including investments in joint ventures and
associates), the recoverable amount is determined using the fair value less costs of disposal
method. The calculation of the fair value less costs of disposal is based on available data from
binding sales transactions in an arm’s length transaction of similar assets or observable market
prices less incremental costs for disposing of the asset. For certain non-financial assets
FINANCIAL INFORMATION
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(including property and equipment, right-of-use assets, other intangible assets and investments
in joint ventures and associates) that do not generate cash inflows independently and therefore
have been tested as part of the CGU, the recoverable amount is determined using the value in
use method. When value in use calculations are undertaken, we estimate the expected future
cash flows from the asset or cash-generating unit and choose a suitable discount rate in order
to calculate the present value of those cash flows. The carrying amounts of the non-financial
assets are disclosed in Notes 13, 14, 16, 18 and 19 to the Accountants’ Report in Appendix I,
respectively.
The details of impairment of investments in joint ventures and associates are set out in
Notes 18 and 19 to the Accountants’ Report in Appendix I. The management of our Group
determines the recoverable amounts of other non-financial assets (including property and
equipment, right-of-use assets and other intangible assets) on the basis of value in use by
estimating future pre-tax cash flows using key assumptions including projected gross margin,
growth rates and discount rates. The projected gross margins used in the impairment testing
were determined by the gross margins achieved in the year immediately before the budget year,
increased for expected efficiency improvements and expected market development. The growth
rates covering a projection period are determined by the management with reference to past
performance and their expectation of future business plans and market developments, and the
growth rates beyond the projection period are based on the long-term inflation rate of the
countries where the respective CGUs are located. Discount rates reflect specific risks relating
to the relevant units. Based on the result of the assessment, the management of our Group is
of the view that the carrying amounts of such other non-financial assets do not exceed the
recoverable amounts and thus no provision for impairment is required for these non-financial
assets as at the end of each of the Track Record Period, except for the decision to phase out
the industry solution services business in 2022, which caused the carrying amounts of
intangible assets of the industry solution services CGU to exceed its recoverable amounts,
resulting in a record of impairment losses of RMB39.2 million for intangible assets.
IMPACT OF COVID-19 ON OUR OPERATIONS AND FINANCIAL PERFORMANCE
The COVID-19 pandemic and its lingering impact had affected our operations and
financial performance. During the pandemic, our sales and marketing efforts were temporarily
suspended. Our business, mainly the marketing intelligence business, was negatively impacted
amidst weak consumer sentiment and enterprises’ reduced spending on marketing campaigns,
primarily driven by a challenging macroeconomic environment during the COVID-19
pandemic and its lingering impacts between 2022 and 2023.
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We have taken various measures to mitigate the impact of COVID-19 including (1)
developing more cost-effective or standardized products and solutions such as real-time API
(RTA) for precision advertising placement at scale under marketing intelligence and franchise
management for large restaurant chains under operational intelligence, (2) adopting a
marketing strategy to increasingly focus on small and medium-sized enterprise clients while
providing high-quality services to KA clients, and (3) implementing more stringent cost
control. In addition, we deepened the AI-powered product and solution integration in the food
and beverage industry through obtaining control over Mingsheng Pinzhi on May 30, 2022. As
a result, we expanded our portfolio of offerings under the operational intelligence business.
Our revenue from operational intelligence increased by 63.8% from RMB363.1 million for the
year ended December 31, 2022 to RMB594.7 million for the year ended December 31, 2023.
Despite the negative impact of COVID-19 on our marketing intelligence business from
2022 to 2023, our business remained resilient. Our total revenue increased by 15.2% from
RMB1,269.3 million for the year ended December 31, 2022 to RMB1,462.0 million for the year
ended December 31, 2023, primarily attributable to the increase in revenue from operational
intelligence. We are of the view that the overall impact of the COVID-19 pandemic on our
business operation and financial performance had been immaterial during the Track Record
Period and up to the Latest Practicable Date. As the COVID-19 pandemic has since subsided,
we do not anticipate further adverse impact on our business and financial performance. See
“Risk Factors—Risks Relating to Our Business and Industry—We face risks relating to natural
disasters, health epidemics and other outbreaks, which could significantly disrupt our
operations.”
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MAJOR COMPONENTS OF OUR RESULTS OF OPERATIONS
The following table sets forth a summary of our consolidated results of operations for the
periods presented, both in absolute amount and as percentages of our total revenue. This
information should be read together with our consolidated financial statements and related
notes included elsewhere in this document. The results of operations in any particular period
are not necessarily indicative of our future trends.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentage data)
(unaudited)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,269,265 100.0 1,461,973 100.0 1,381,382 100.0 565,091 100.0 643,782 100.0
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(593,526) (46.8) (729,331) (49.9) (668,688) (48.4) (278,978) (49.4) (283,677) (44.1)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118675,739 53.2 732,642 50.1 712,694 51.6 286,113 50.6 360,105 55.9
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(750,923) (59.2) (480,755) (32.9) (353,047) (25.6) (173,579) (30.7) (150,447) (23.4)
Administrative expenses /H1118/H1118/H1118(579,931) (45.7) (316,315) (21.6) (362,263) (26.2) (139,860) (24.7) (117,633) (18.3)
Selling and marketing
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(281,548) (22.2) (144,669) (9.9) (127,299) (9.2) (63,010) (11.2) (74,248) (11.5)
Impairment losses on
financial assets and
contract assets, net /H1118/H1118/H1118/H1118(26,547) (2.1) (16,546) (1.1) (24,342) (1.8) (10,445) (1.8) (17,425) (2.7)
Other operating (expenses)/
income, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(45,723) (3.6) 14,724 1.0 21,910 1.6 16,259 2.9 5,786 0.9
Operating (loss)/income /H1118/H1118/H1118(1,008,933) (79.5) (210,919) (14.4) (132,347) (9.6) (84,522) (15.0) 6,138 1.0
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(34,624) (2.7) (33,251) (2.3) (11,703) (0.8) (6,954) (1.2) (4,071) (0.6)
Other (losses)/income, net /H1118/H1118(144,501) (11.4) (19,703) (1.3) (34,349) (2.5) 2,187 0.4 3,002 0.5
Share of (losses)/profits of
joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,666) (0.3) 245 0.02 384 0.03 10 0.002 (140) (0.02)
Share of losses of associates /H1118 (1,617) (0.1) (1,501) (0.1) (104) (0.01) (48) (0.01) – –
Fair value changes of
preferred shares, warrants
and convertible notes /H1118/H1118/H11182,815,405 221.8 585,497 40.0 185,989 13.5 (8,204) (1.5) (208,029) (32.3)
Profit/(Loss) before tax /H1118/H1118/H11181,622,064 127.8 320,368 21.9 7,870 0.6 (97,531) (17.3) (203,100) (31.5)
Income tax credits/
(expenses) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,580 1.2 (1,956) (0.1) 79 0.01 (1,131) (0.2) (802) (0.1)
Profit/(Loss) for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,637,644 129.0 318,412 21.8 7,949 0.6 (98,662) (17.5) (203,902) (31.7)
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Non-HKFRS Measures
To supplement our consolidated financial statements that are presented in accordance
with HKFRS, we also use adjusted operating (loss)/profit (non-HKFRS measure) and adjusted
net loss (non-HKFRS measure) as additional financial measures, which are not required by, or
presented in accordance with, HKFRS. We believe that these non-HKFRS measures facilitate
comparisons of operating performance from period to period and company to company by
eliminating potential impact of items. We believe that these measures provide useful
information to investors and others in understanding and evaluating our consolidated results of
operations in the same manner as they help our management. However, our presentation of
adjusted operating (loss)/profit (non-HKFRS measure) and adjusted net loss (non-HKFRS
measure) may not be comparable to similarly titled measures presented by other companies.
The use of such non-HKFRS measures has limitations as an analytical tool, and you should not
consider them in isolation from, or as substitute for analysis of, our results of operations or
financial condition as reported under HKFRS.
We define adjusted operating (loss)/profit (non-HKFRS measure) as operating
(loss)/income for the year/period adjusted by adding back share-based payment expenses and
IPO related expenses. We define adjusted net (loss)/profit (non-HKFRS measure) as net
profit/(loss) for the year/period adjusted by adding back share-based payment expenses, IPO
related expenses, and fair value changes of preferred shares, warrants and convertible notes.
The following tables set forth reconciliations of our adjusted operating (loss)/profit
(non-HKFRS measure) and adjusted net (loss)/profit (non-HKFRS measure) for the years
ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025
to the nearest measure prepared in accordance with HKFRS, which is operating (loss)/income
for the year/period and net profit/(loss) for the year/period, respectively.
For the Y ear Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
(in RMB thousands)
Reconciliation of
operating (loss)/income
Operating (loss)/income for
the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,008,933) (210,919) (132,347) (84,522) 6,138
Add:
Share-based payment
expenses (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871,545 85,813 106,577 39,946 10,001
Listing expenses (2) /H1118/H1118/H1118/H1118/H1118/H11187,520 7,153 26,350 2,092 10,745
Adjusted operating
(loss)/profit
(non-HKFRS measure) /H1118/H1118(929,868) (117,953) 580 (42,484) 26,884
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For the Y ear Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
(in RMB thousands)
Reconciliation of net
profit/(loss)
Net profit/(loss) for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,637,644 318,412 7,949 (98,662) (203,902)
Add:
Share-based payment
expenses (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871,545 85,813 106,577 39,946 10,001
Listing expenses (2) /H1118/H1118/H1118/H1118/H1118/H11187,520 7,153 26,350 2,092 10,745
Fair value changes of
preferred shares,
warrants and convertible
notes
(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,815,405) (585,497) (185,989) 8,204 208,029
Adjusted net (loss)/profit
(non-HKFRS measure) /H1118/H1118(1,098,696) (174,119) (45,113) (48,420) 24,873
Notes:
(1) Share-based payment expenses mainly represent the consideration in the form of equity instruments for
services performed by our employees, which are not expected to result in future cash payments, and are
therefore non-cash in nature.
(2) Listing expenses relate to the Global Offering.
(3) Fair value changes of preferred shares, warrants and convertible notes arise primarily from the changes
in the fair value of our preferred shares, warrants and convertible notes in connection with our financing
activities, which are non-cash in nature. The relevant warrants and convertible notes have been
converted into preferred shares and all preferred shares will be converted into equity upon the Listing.
FINANCIAL INFORMATION
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Revenue
During the Track Record Period, we derived revenue from marketing intelligence,
operational intelligence and industry solutions. The following table sets forth a breakdown of
our revenue by business line, both in absolute amounts and as percentages of our total revenue,
for the periods indicated:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentage data)
(unaudited)
Revenue
Marketing intelligence /H1118/H1118/H1118/H1118803,426 63.3 752,725 51.5 730,853 52.9 322,701 57.1 354,154 55.0
Operational intelligence /H1118/H1118/H1118363,098 28.6 594,657 40.7 522,813 37.9 229,960 40.7 268,521 41.7
Industry solutions /H1118/H1118/H1118/H1118/H1118/H1118102,741 8.1 114,591 7.8 127,716 9.2 12,430 2.2 21,107 3.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,269,265 100.0 1,461,973 100.0 1,381,382 100.0 565,091 100.0 643,782 100.0
Marketing intelligence
We generate revenue from marketing intelligence primarily from provision of media
spending optimization services, social media management services and customer growth
services.
From 2022 to 2024, our revenue in marketing intelligence represented 63.3%, 51.5% and
52.9% of our total revenue, respectively. Our revenue in marketing intelligence decreased as
a percentage of total revenue from 2022 to 2023 primarily due to the rapid expansion of the
operational intelligence business. From 2023 to 2024, the revenue in marketing intelligence as
a percentage of total revenue remained relatively stable. For the six months ended June 30,
2024 and the six months ended June 30, 2025, our revenue in marketing intelligence as a
percentage of our total revenue decreased from 57.1% to 55.0%, mainly due to the increase by
1.1% in the share of total revenue of industry solutions as several projects with relatively large
contract amounts were completed for the six months ended June 30, 2025, and the increase by
1% in the share of total revenue of operational intelligence as the result of the rapid revenue
growth of conversational intelligence products for the six months ended June 30, 2025.
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The following table sets forth the breakdown of our revenue from marketing intelligence
business by products, for the periods indicated:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentage data)
(unaudited)
Miaozhen Systems
Media spending optimization
software /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118386,402 48.1 383,927 51.0 384,725 52.7 168,346 52.2 180,516 51.0
Social media management
software /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118233,868 29.1 229,170 30.5 199,387 27.3 84,473 26.2 101,306 28.6
Customer growth software /H1118/H1118 98,997 12.3 59,550 7.9 72,520 9.9 32,210 10.0 34,201 9.7
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118719,267 89.5 672,647 89.4 656,632 89.9 285,029 88.3 316,023 89.2
Private Domain Tools /H1118/H1118/H1118/H111837,958 4.7 46,266 6.1 47,072 6.4 23,699 7.3 25,533 7.2
Jinshuju /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111846,201 5.8 33,812 4.5 27,149 3.7 13,973 4.3 12,598 3.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118803,426 100.0 752,725 100.0 730,853 100.0 322,701 100.0 354,154 100.0
Revenue generated from Miaozhen Systems decreased from RMB719.3 million in 2022
to RMB672.6 million in 2023, primarily due to a reduction in revenue from privately deployed
platforms under customer growth software business for certain KA clients. This decline reflects
our more selective approach toward accepting new projects for such highly customized
platforms, which typically yield lower profit margins compared to our other offerings.
However, our total customer base continued to grow, driven by a significant increase in the
number of SME clients, which has lower average spending per client than customer growth
software. The decrease was also impacted by weak consumer sentiment and enterprises’
reduced spending on marketing campaigns. See “—Y ear to Y ear Comparison of Results of
Operations—Y ear Ended December 31, 2023 Compared To Y ear Ended December 31,
2022—Revenue—Marketing Intelligence” for details. From 2023 to 2024, revenue generated
from Miaozhen Systems decreased from RMB672.6 million to RMB656.6 million, primarily
due to a reduction in revenue from customized solutions under social media management
software business for certain KA clients. This decline reflects our more selective approach
toward accepting new projects for such highly customized solutions, which typically yield
lower profit margins compared to our other offerings. For the six months ended June 30, 2024
and 2025, revenue generated from Miaozhen Systems increased from RMB285.0 million to
RMB316.0 million We have extended our AI capabilities across a wider range of marketing
functions—from planning and strategy generation, to content production and execution. By
incorporating AI agent into our integrated services, we have attracted more new clients, which
leads to increase of revenue.
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Revenue generated from our private domain tools based on the Tencent ecosystem saw a
consistent increase during the Track Record Period. It increased from RMB38.0 million in
2022 to RMB46.3 million in 2023, primarily driven by the cancelation of the free trial policy
and the implementation of a paid subscription model, in light with our upgraded pricing
strategy. Revenue generated from our private domain tools based on the Tencent ecosystem was
RMB46.3 million in 2023 and RMB47.1 million in 2024, respectively, remaining relatively
stable. For the six months ended June 30, 2024 and 2025, revenue generated from our private
domain tools based on the Tencent ecosystem was RMB23.7 million and RMB25.5 million,
respectively. The increase was mainly driven by an increase in the number of users.
Revenue generated from Jinshuju decreased from RMB46.2 million in 2022 to RMB33.8
million in 2023, and further to RMB27.1 million in the year ended December 31, 2024, mainly
driven by the decline in its advertising revenue from industries that experienced decline during
the period. For the six months ended June 30, 2025, we recorded revenue generated from
Jinshuju of RMB12.6 million, as compared to RMB14.0 million for the prior year period. The
decrease was mainly due to the same reasons stated above.
Operational intelligence
We generate revenue from operational intelligence mainly from provision of services to
offline stores under the smart store operating system that is aimed at driving the digitalization
of offline stores in customer engagement such as conversational intelligence solutions,
employee management, supply chain management, and equipment management.
From 2022 to 2024, our revenue in operational intelligence represented 28.6%, 40.7% and
37.9% of our total revenue, respectively. Our revenue in operational intelligence increased
from 2022 to 2023 as a percentage of total revenue in the corresponding year primarily driven
by our rapid business expansion in this field. Our revenue in operational intelligence slightly
decreased from 2023 to 2024 as a percentage of total revenue in the corresponding year
primarily driven by our standardized product-focused strategy within the operational
intelligence domain, exercising greater caution in signing customized service contracts while
actively enhancing the development and sales of our standardized products. The customized
services under operational intelligence are designed to address the evolving needs of our
clients as their business scenarios, technology requirements, and interaction environments
change. This often results in additional project scopes over time, as clients seek to enhance or
expand their existing systems. Our customized services under the operational intelligence are
charged on a one-off basis per project taking into account labor costs, complexity of services,
and a reasonable profit, but the client may choose to work with us on multiple projects for the
reasons elaborated above. Although we could better address the specific needs of certain clients
by offering customized services, these services can be resource intensive and less scalable. As
we continue to expand and enhance our portfolio of standardized products, we aim to transition
more clients, particularly those who have historically relied on customized services, to these
standardized offerings. However, this transition process may require clients to conduct internal
assessments of our standardized products, including evaluating their suitability and the
potential benefits, before making procurement decisions. Overall, this strategic shift towards
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standardized products led to an increase in revenue from standardized products, which partially
offset the decline in revenue from customized services. As shown in the table below, from 2023
to 2024, revenue from standardized products as a percentage of our total revenue from
operational intelligence increased from 25.4% to 36.2%, while revenue from customized
services as a percentage of our total revenue from operational intelligence decreased from
74.6% to 63.8%. Consequently, the revenue structure within our operational intelligence
business showed a more balanced composition in 2024 despite a decline in absolute value and
as a percentage of total revenue. We believe that having a higher proportion of standardized
products will enhance the gross profit margin, driven by relatively lower production and
delivery costs compared to customized services, shorten product delivery cycles, enable us to
efficiently allocate our resources for product iteration and optimization and allow us to meet
the needs of a broader client base.
For the six months ended June 30, 2024 and the six months ended June 30, 2025, our
revenue in operational intelligence represented 40.7% and 41.7% of our total revenue in the
corresponding six-month periods, respectively. Our revenue in operational intelligence
increased from the six months ended June 30, 2024 to the same period 2025 as a percentage
of total revenue in the corresponding period, primarily due to an increase in revenue of
conversational intelligence products, which was driven by the product upgrade which
effectively addressed customer requirements for real-time data access, coupled with steady
expansion in our sales channels.
The following table sets forth the revenue, gross profit and gross profit margin
contributed by standardized products and customized services, respectively, under our
operational intelligence business during the Track Record Period.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentage data)
(unaudited)
Revenue
Standardized products /H1118/H1118/H1118/H111891,472 25.2 150,894 25.4 189,326 36.2 82,918 36.1 113,316 42.2
Customized services /H1118/H1118/H1118/H1118/H1118271,626 74.8 443,763 74.6 333,487 63.8 147,042 63.9 155,205 57.8
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118363,098 100.0 594,657 100.0 522,813 100.0 229,960 100.0 268,521 100.0
Gross Profit
Standardized products /H1118/H1118/H1118/H111828,855 31.5 68,102 45.1 104,686 55.3 40,691 49.1 58,627 51.7
Customized services /H1118/H1118/H1118/H1118/H111887,155 32.1 100,330 22.6 74,708 22.4 23,478 16.0 34,860 22.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118116,010 32.0 168,432 28.3 179,394 34.3 64,169 27.9 93,487 34.8
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As we further pursue the standardized product-focused strategy, standardized products
under operational intelligence business contributed 36.2% in 2024 to our revenue from
operational intelligence business, higher than 25.4% and 25.2% in 2023 and 2022, respectively.
Meanwhile, profit margin from standardized products increased significantly from 31.5% in
2022, to 45.1% in 2023 and further to 55.3% in 2024. For the six months ended June 30, 2025,
standardized products with enhanced AI capabilities under operational intelligence business
contributed 42.2% to our revenue from operational intelligence business, higher than 36.1% in
the six months ended June 30, 2024. The profit margin from standardized products increased
from 49.1% to 51.7% in the respective periods. Meanwhile, the revenue contributed by
customized services decreased from 63.9% for the six months ended June 30, 2024 to 57.8%
for the six months ended June 30, 2025, despite a slight increase in revenue of 5.6%. The
increase in revenue was attributable to fluctuations in the recognition of customized service
projects. Gross profit and profit margin from customized services increased from the six
months ended June 30, 2024 to the six months ended June 30, 2025, primarily due to the lower
profit margin associated with certain highly complex, client-specific solutions provided during
the first half of 2024.
Industry solutions
We generate revenue from industry solutions mainly from provision of customized
solutions that enable clients to manage data in a central manner and uncover hidden patterns
in data, thereby empowering them to make more informed decisions. The performance
obligation is satisfied upon the delivery of the customized industry solutions and payments are
generally made in accordance with the agreement. As we decided to phase out this business line
in the second half of 2022, revenue from industry solutions represented less than 10% of total
revenue during the Track Record Period. In 2022, 2023 and 2024 and the six months ended
June 30, 2024 and 2025, our revenue in industry solutions represented 8.1%, 7.8%, 9.2%, 2.2%
and 3.3% of our total revenue, respectively. The highly customized nature and accompanied
lower gross profit margin of industry solutions was the main reason for our phasing out this
business line. For details on the decision to phase out industry solutions, see
“Business—Industry Solutions.”
Cost of Sales
Our cost of sales primarily comprises (i) employee benefit expenses and (ii) software and
hardware costs. In 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, we
recorded employee benefit expenses of RMB258.6 million, RMB349.5 million, RMB266.7
million, RMB131.0 million and RMB106.7 million, respectively. In 2022, 2023 and 2024 and
the six months ended June 30, 2024 and 2025, we recorded software costs of RMB18.1 million,
RMB9.8 million, RMB21.3 million, RMB5.7 million and RMB9.0 million and hardware costs
of RMB151.5 million, RMB192.3 million, RMB149.0 million, RMB68.0 million and RMB66.1
million, respectively. Our cost of sales represented 46.8%, 49.9%, 48.4%, 49.4% and 44.1% of
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our total revenue in 2022, 2023, and 2024 and the six months ended June 30, 2024 and 2025,
respectively. The increase of cost of sales as a percentage of our total revenue from 2022 to
2023 is the natural result of our rapid expansion of the operational intelligence business, which
typically has a lower profit margin than our marketing intelligence business. Cost of sales as
a percentage of our total revenue remained stable from the year ended December 31, 2023 to
the year ended December 31, 2024. Cost of sales as a percentage of our total revenue decreased
from the six months ended June 30, 2024 to the six months ended June 30, 2025, primarily due
to the following reasons. In marketing intelligence business, the wider adoption of our
internally developed agentic tools substantially increased productivity while reducing the
number of employees required for data processing and report delivery. In operating intelligence
business, higher-margin standardized products with enhanced AI capabilities have shown
sustained growth, which requires significantly lower labor input costs compared to customized
solutions.
Gross Profit/(Loss) and Gross Profit/(Loss) Margin
As a result of the foregoing, our gross profit was RMB675.7 million, RMB732.6 million,
RMB712.7 million, RMB286.1 million and RMB360.1 million in 2022, 2023 and 2024 and the
six months ended June 30, 2024 and 2025, respectively. For the same periods, our gross profit
margin was 53.2%, 50.1%, 51.6%, 50.6% and 55.9%, respectively. The following table sets
forth the breakdown of our gross profit/(loss) and gross profit/(loss) margin by business line,
for the periods indicated:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentage data)
(unaudited)
Gross profit/(loss)
Marketing intelligence /H1118/H1118/H1118/H1118555,680 69.2 548,193 72.8 535,323 73.2 225,756 70.0 266,468 75.2
Operational intelligence /H1118/H1118/H1118116,010 32.0 168,432 28.3 179,394 34.3 64,169 27.9 93,487 34.8
Industry solutions /H1118/H1118/H1118/H1118/H1118/H11184,049 3.9 16,017 14.0 (2,023) (1.6) (3,812) (30.7) 150 0.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118675,739 53.2 732,642 50.1 712,694 51.6 286,113 50.6 360,105 55.9
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Research and Development Expenses
Our research and development expenses primarily comprise (i) employee benefit
expenses; (ii) technical service fees; and (iii) share-based payment expenses. The following
table sets forth the breakdown of our research and development expenses by nature, in absolute
amount and percentages of our total research and development expenses, for the periods
indicated:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentage data)
(unaudited)
Research and development
expenses
Employee benefit expenses /H1118/H1118494,882 65.9 276,524 57.5 218,983 62.0 101,023 58.2 98,953 65.8
Technical service fees /H1118/H1118/H1118/H1118137,716 18.3 125,655 26.1 84,958 24.1 41,519 23.9 40,997 27.3
Share-based payment
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,648 0.5 23,071 4.8 10,485 3.0 11,286 6.5 1,239 0.8
Depreciation and
amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843,642 5.8 26,904 5.6 9,699 2.7 8,379 4.8 946 0.6
Rental and property
management expenses /H1118/H1118/H111852,965 7.1 18,968 3.9 14,966 4.2 7,671 4.4 6,597 4.4
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,070 2.4 9,633 2.1 13,956 4.0 3,701 2.1 1,715 1.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118750,923 100.0 480,755 100.0 353,047 100.0 173,579 100.0 150,447 100.0
Research and development expenses represented 59.2%, 32.9%, 25.6%, 30.7% and 23.4%
of our total revenue in 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025,
respectively. Employee benefit expenses represent the largest component our overall R&D
expenses. The decrease in the R&D expense ratio resulted from a combination of factors,
including the streamlining of certain operations, the adoption of AI-enhanced development
tools, and a stricter investment review process focused on ROI, market potential, and
commercial value.
In the second half of 2022, based on a comprehensive analysis of past business
performance, financial data, and evolving market conditions, we proactively decided to
streamline our operations to optimize cash flow and ensure sustainable growth. This involved
the decision to phase out industry solutions and pause R&D investments in organizational
intelligence, a business initiative focused on enterprise office platforms and application. The
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decision to shift away from industry solutions was driven by several key factors. First, we
chose to concentrate on our core strengths in marketing and operational intelligence, areas
where it sees significant potential for growth and innovation. As our business evolved, it
became clear that industry solutions did not generate the network effects that our marketing
and operational intelligence offerings do. This is because clients of industry solutions are from
sectors distinct from clients of marketing and operational intelligence businesses, resulting in
limited cross-selling opportunities. We could leverage our accumulated industry insights its
marketing intelligence and devote more resources in continually developing standardized
products for our smart store operating system under operational intelligence. Second, the
clients primarily served by industry solutions were distinct from the clients served by
marketing and operational intelligence, and they did not show consistent or ongoing demand
for these services, which limited the business unit’s scalability. Additionally, the gross profit
margins for industry solutions were lower than those of marketing and operational intelligence.
Considering client demand, growth potential, and profitability, we decided to phase out the
industry solutions business in the second half of 2022 and refocus on the marketing and
operational intelligence, which demonstrate stronger demand, higher profitability, and better
growth prospects.
The decision to pause R&D investments in organizational intelligence was primarily
driven by a strategic assessment of resource allocation relative to projected business prospects.
The R&D investments required for developing organizational intelligence were substantial.
Given the challenging macroeconomic conditions and the impact of COVID-19 in 2022,
enterprises’ budgets were constrained, further limiting our ability to invest in this business
initiative. Despite having high expectations for organizational intelligence, we conducted a
thorough evaluation of the return on investment at that time. Based on this assessment, we
determined that it was prudent to adjust our business strategy and prioritize resources on
marketing intelligence and operational intelligence, where the potential for returns and market
demand were more favorable. The foundational technologies such as data intelligence and
knowledge graph that were developed during our investments in organizational intelligence can
be and have been utilized in our main marketing intelligence and operational intelligence
business lines.
The phase-out of these two business initiatives resulted in a reduced relevant R&D
workforce and therefore reduction in R&D expenses in 2022 and 2023. The organizational
intelligence business did not contribute to our revenue during the Track Record Period. From
the year ended December 31, 2023 to the year ended December 31, 2024 and from the six
months ended June 30, 2024 to the six months ended June 30, 2025, the decreases in R&D
expenses in employee benefit expenses were mainly driven by our deployment of the general
co-pilot products, such as Xiaoming Co-pilot, which accelerated the coding and product
development progress and significantly improved our R&D efficiency, as well as our
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prioritization of return on investments in our R&D resource allocation process. Specifically, we
used large models to significantly improve our R&D efficiency—coding tasks with lower level
of complexity can be handled by these models, which previously required manual effort. In
addition, the products we developed are equipped with enhanced underlying data capabilities,
ensuring that the decreases in R&D expenses had minimal impact on our total revenue. For
example, AI programming functions have increased the daily code output per engineer and
improved code quality through automated error correction. Similarly, AI-driven testing
functions have reduced the need for manual testing, and the implementation of an intelligent
automated operations platform has automated routine maintenance tasks. As a result, we were
able to reduce the numbers of basic technical developers and basic test engineers. The
phase-out of these two business initiatives and wide adoption of AI tools have released R&D
capacity, enabling us to enhance our core R&D capabilities, focusing resources on the
development of high-value, innovative products such as insightFlow CMS and Adeff, which
increasingly leverage advanced AI and data capabilities. Beyond these measures, we have
adopted a more rigorous approach to evaluating R&D projects and managing budgets. Each
project must demonstrate a viable business model and high potential on financial returns at the
initial assessment stage, with continuous budget monitoring throughout the development
process to ensure adherence to approved plans. Technical service fees decreased during the
Track Record Period mainly due to the same reasons stated above.
Besides the decrease in the absolute value of research and development expenses, the
overall decrease in the percentage of research and development expenses over our total revenue
from 2022 to 2023 and from the six months ended June 30, 2024 to the six months ended June
30, 2025 was also due to the increase in the absolute value of our total revenue for the same
period. Despite the overall decrease in the absolute value, our research and development
expenses still represent the largest component of our total operating expenses (excluding
listing expenses), demonstrating our emphasis on R&D activities.
We expect our research and development expenses to remain stable as a percentage of our
total operating expenses.
Administrative Expenses
Our administrative expenses primarily include (i) employee benefit expenses; (ii)
share-based payment expenses; and (iii) professional service and other consulting fees. In the
years ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024 and
2025, we recorded administrative expenses of RMB579.9 million, RMB316.3 million,
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RMB362.3 million, RMB139.9 million and RMB117.6 million, respectively. The following
table sets forth the breakdown of our administrative expenses by nature, in absolute amount
and percentages of our total administrative expenses, for the periods indicated:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentage data)
(unaudited)
Administrative expenses
Employee benefit expenses /H1118/H1118352,954 60.9 163,764 51.8 157,499 43.5 76,821 54.9 64,818 55.1
Share-based payment
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,295 11.4 47,938 15.2 88,158 24.3 20,978 15.0 8,305 7.1
Professional service and other
consulting fees /H1118/H1118/H1118/H1118/H1118/H111833,363 5.8 38,437 12.2 36,511 10.1 14,540 10.4 10,366 8.8
Depreciation and
amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111878,865 13.6 21,752 6.9 22,480 6.2 11,753 8.4 7,410 6.3
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H11187,520 1.3 7,153 2.3 26,350 7.3 2,092 1.5 10,745 9.1
Rental and property
management expense /H1118/H1118/H111813,007 2.2 5,092 1.6 5,378 1.5 2,812 2.0 2,476 2.1
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,927 4.8 32,179 10.0 25,887 7.1 10,864 7.8 13,513 11.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118579,931 100.0 316,315 100.0 362,263 100.0 139,860 100.0 117,633 100.0
In 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, our
administrative expenses represented 45.7%, 21.6%, 26.2%, 24.7% and 18.3% of our total
revenue, respectively. Employee benefit expenses represented the largest component of our
administrative expenses during the Track Record Period. From 2022 to 2023, such expenses
decreased from RMB353.0 million to RMB163.8 million, primarily attributable to the reduced
severance expenses as we took a more measured approach in workforce optimization in 2023.
From 2023 to 2024, the increase in administrative expenses was mainly due to increased
share-based payment expenses in connection with greater number of vested options in 2024.
From the six months ended June 30, 2024 to the six months ended June 30, 2025, the decrease
in administrative expenses was primarily due to the decrease in employee benefit expenses and
share-based payment expenses.
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Selling and Marketing Expenses
Our selling and marketing expenses consist primarily of employee benefit expenses and
marketing and advertising expenses in relation to our sales and marketing activities. The
following table sets forth the breakdown of our selling and marketing expenses by nature, in
absolute amount and percentages of our total selling and marketing expenses, for the periods
indicated:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentage data)
(unaudited)
Selling and marketing
expenses
Employee benefit expenses /H1118/H1118171,797 61.0 86,338 59.6 76,130 59.8 36,612 58.1 50,666 68.2
Marketing and advertising
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876,368 27.1 39,661 27.4 37,238 29.3 18,116 28.8 17,573 23.7
Share-based payment
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118792 0.3 4,270 3.0 2,175 1.7 1,796 2.9 427 0.6
Rental and property
management expenses /H1118/H1118/H111814,324 5.1 4,459 3.1 2,930 2.3 2,172 3.4 1,921 2.6
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,267 6.5 9,941 6.9 8,826 6.9 4,314 6.8 3,661 4.9
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118281,548 100.0 144,669 100.0 127,299 100.0 63,010 100.0 74,248 100.0
In 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, our selling and
marketing expenses represented 22.2%, 9.9%, 9.2%, 11.2% and 11.5% of our total revenue,
respectively. The decreases in selling and marketing expenses as a percentage of our total
revenue from 2022 to 2023 were mainly due to our adjustment in organizational structure,
which resulted in reduced employee benefit expenses related to selling and marketing. The
decrease in selling and marketing expenses as a percentage of our total revenue from 2023 to
2024 was mainly due to our stringent cost control implemented 2024. The selling and
marketing expenses as a percentage of our total revenue remained stable from the six months
ended June 30, 2024 to the six months ended June 30, 2025.
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Impairment Losses on Financial Assets and Contract Assets, Net
Impairment losses are recognized from trade receivables, other receivables, and contract
assets. In the years ended December 31, 2022, 2023 and 2024 and the six months ended June
30, 2024 and 2025, we recorded net impairment losses on financial assets and contract assets
of RMB26.5 million, RMB16.5 million, RMB24.3 million, RMB10.4 million and RMB17.4
million, respectively. The fluctuations in impairment losses on financial assets and contract
assets from 2022 to 2024 are mainly due to the changes in impairment losses on financial assets
in industry solutions business. The recovery of accounts receivables relating to industry
solutions is limited by the complex process and budgetary constraint of each client, and
therefore could fluctuate greatly year to year, resulting in fluctuations of impairment losses on
financial assets and contract assets in this business line. Besides the reasons above, the increase
of impairment losses from the six months ended June 30, 2024 to the six months ended June
30, 2025 was also due to the increase in trade receivables in connection with our revenue
growth.
Other Operating (Expenses)/Income, Net
Other operating (expenses)/income, net mainly consist of (i) impairment losses on other
intangible assets, (ii) losses on disposal of property and equipment, and (iii) government grant.
The following table sets forth the breakdown of other operating (expenses)/income, net by
nature, in absolute amount and percentages of other operating (expenses)/income, net, for the
periods indicated:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentage data)
(unaudited)
Other operating (expenses)/
income, net
Impairment losses on other
intangible assets /H1118/H1118/H1118/H1118/H1118/H1118(39,240) 85.8 – – – – – – – –
Loss on disposal of property
and equipment /H1118/H1118/H1118/H1118/H1118/H1118(43,800) 95.8 (2,795) (19.0) (1,205) (5.5) (97) (0.6) (644) (11.1)
Government grant /H1118/H1118/H1118/H1118/H1118/H111852,634 (115.1) 15,962 108.4 8,516 38.9 3,575 22.0 5,020 86.8
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15,317) 33.5 1,557 10.6 14,599 66.6 12,781 78.6 1,410 24.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(45,723) 100.0 14,724 100.0 21,910 100.0 16,259 100.0 5,786 100.0
In the years ended December 31, 2022, other operating expenses, net were RMB45.7
million. In the years ended December 31, 2023 and 2024, other operating income, net was
RMB14.7 million and RMB21.9 million, respectively. For the six months ended June 30, 2024
and 2025, other operating income, net was RMB16.3 million and RMB5.8 million,
respectively.
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Other (Losses)/Income, Net
Other (losses)/income, net primarily comprise (i) foreign exchange losses, net, (ii) bank
interest income, and (iii) impairment losses on equity investments in joint ventures and
associates. The following table sets forth the breakdown of other (losses)/income, net by
nature, in absolute amount and percentages of other (losses)/income, net, for the periods
indicated:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentage data)
(unaudited)
Other (losses)/income, net
Foreign exchange
(losses)/gains, net /H1118/H1118/H1118/H1118/H1118(114,574) 79.3 (21,405) 108.6 (16,818) 49.0 (6,751) (308.7) 2,407 80.2
Fair value (losses)/gains on
financial assets at fair
value through profit or
loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(16,178) 11.2 2,004 (10.2) (14,206) 41.4 4,152 189.8 (2,737) (91.2)
Fair value losses on financial
liabilities at fair value
through profit or loss /H1118/H1118/H1118(4,895) 3.4 (1,521) 7.7 (12,497) 36.4 (1,895) (86.6) (1,793) (59.7)
Bank interest income /H1118/H1118/H1118/H11183,232 (2.2) 7,026 (35.7) 10,649 (31.0) 6,653 304.2 4,379 145.8
Impairment of investments in
associates and joint
ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(25,235) 17.5 (5,936) 30.1 (1,811) 5.3 – – – –
Gain on remeasurement of the
then interest in a joint
venture upon conversion
into a subsidiary /H1118/H1118/H1118/H1118/H1118/H111813,156 (9.1) – – – – – – – –
Gain on disposal and deemed
disposal of associates and
joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118483 (0.3) 5 (0.03) – – – – – –
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(490) 0.3 124 (0.6) 334 (1.0) 28 1.3 746 24.9
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(144,501) 100.0 (19,703) 100.0 (34,349) 100.0 2,187 100.0 3,002 100.0
In the years ended December 31, 2022, 2023 and 2024, we recorded other losses, net of
RMB144.5 million, RMB19.7 million and RMB34.3 million, respectively. For the six months
ended June 30, 2024 and 2025, we recorded other income, net of RMB2.2 million and RMB3.0
million, respectively. Specifically, we recorded foreign exchange losses, net of RMB114.6
million, RMB21.4 million and RMB16.8 million in 2022, 2023 and 2024, respectively,
primarily driven by the translation of RMB denominated loans provided by our Company to our
subsidiaries. For the six months ended June 30, 2024 and 2025, we recorded foreign exchange
losses, net of RMB6.8 million and foreign exchange gains, net of RMB2.4 million,
respectively, mainly due to the same reason stated above.
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Fair Value Changes of Preferred Shares, Warrants and Convertible Notes
The preferred shares, warrants and convertible notes are not traded in an active market
and the respective fair value is determined by using valuation techniques. The changes in fair
value of preferred shares, warrants and convertible notes are in connection with our Company’s
value, mainly driven by our business growth and the capital market conditions. In 2022, 2023
and 2024, we recorded fair value gains of preferred shares, warrants and convertible notes of
RMB2,815.4 million, RMB585.5 million and RMB186.0 million, respectively. For the six
months ended June 30, 2024 and 2025, we recorded fair value losses of preferred shares,
warrants and convertible notes of RMB8.2 million and RMB208.0 million, respectively.
Profit/(Loss) for the year/period
We recorded net profit of RMB1,637.6 million, RMB318.4 million and RMB7.9 million
in the years ended December 31, 2022, 2023 and 2024, respectively. We also recorded net loss
of RMB98.7 million and RMB203.9 million in the six months ended June 30, 2024 and 2025,
respectively.
TAXATION
Our income tax credit/(expense) primarily consist of (i) current income tax and (ii)
deferred income tax. In the years ended December 31, 2022, 2023 and 2024 and the six months
ended June 30, 2024 and 2025, we had income tax credit of RMB15.6 million, income tax
expense of RMB2.0 million, income tax credit of RMB79 thousand, income tax expense of
RMB1.1 million and income tax expense of RMB0.8 million, respectively. As of the Latest
Practicable Date, we did not have any material dispute with any tax authority.
We are subject to various rates of income tax under different jurisdictions. The following
summarizes major factors affecting our applicable tax rates in the Cayman Islands, Hong Kong
and China mainland, which we believe are significant.
Cayman Islands
Under the current laws of the Cayman Islands, our holding company is not subject to tax
based on income or capital gains. Additionally, the Cayman Islands does not impose a
withholding tax on payments of dividends to any holders of our Shares.
Hong Kong
Our subsidiary in Hong Kong is subject to a profit tax rate of 16.5%. During the Track
Record Period, Hong Kong profits tax had not been provided as our subsidiaries have no
estimated assessable profits earned in or derived from Hong Kong.
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China Mainland
Generally, under the PRC Enterprise Income Tax Law, our PRC subsidiaries in mainland
China are subject to enterprise income tax on their taxable income in mainland China at a
statutory tax rate of 25%, except when special preferential rates apply.
During the Track Record Period, 14 of our PRC subsidiaries were entitled to a preferential
tax rate of 15% on taxable income under the PRC Enterprise Income Tax Law as they were
accredited as a “High and New Technology Enterprise” with a valid period of three years.
In addition, 28, 30, 23, 25 and 24 of our PRC subsidiaries, were entitled to effective
preferential tax rates of 2.5%, 5%, 5%, 5% and 5% for the years ended December 31, 2022.
2023 and 2024 and the six months ended June 30, 2024 and 2025, respectively, because they
were regarded as “small-scaled minimal profit enterprises” with taxable income of no more
than RMB3 million.
If our holding company in the Cayman Islands or any of our subsidiaries outside of China
were deemed to be a “resident enterprise” under the PRC Enterprise Income Tax Law, it would
be subject to enterprise income tax on its worldwide income at a rate of 25%. See “Risk
Factors—Risks Relating to Doing Business in the Country Where We Primarily Operate—We
may be classified as a “PRC resident enterprise” for PRC enterprise income tax purposes,
which may result in unfavorable tax consequences to us and our Shareholders and have a
material adverse effect on our results of operations and the value of your investment.”
PERIOD TO PERIOD COMPARISON OF RESULTS OF OPERATIONS
Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2025
Revenue
Our revenue increased by 13.9% from RMB565.1 million for the six months ended June
30, 2024 to RMB643.8 million for the six months ended June 30, 2025, primarily attributable
to the increase in revenue from marketing intelligence business and operational intelligence
business.
Marketing Intelligence
Our revenue from marketing intelligence increased by 9.7% from RMB322.7 million for
the six months ended June 30, 2024 to RMB354.2 million for the six months ended June 30,
2025, which was primarily attributable to an increase in revenue from our Miaozhen Systems,
We have extended our AI capabilities across a wider range of marketing functions—from
planning and strategy generation, to content production and execution. By incorporating AI
agent into our integrated services, we have attracted more new clients, which leads to increase
of revenue.
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Operational Intelligence
Our revenue from operational intelligence increased by 16.8% from RMB230.0 million
for the six months ended June 30, 2024 to RMB268.5 million for the six months ended June
30, 2025, mainly as a result of an increase of revenue of conversational intelligence products
and smart store operating system. The increase of revenue from conversational intelligence
products was driven by the product upgrade which effectively addressed customer
requirements for real-time data access, coupled with steady expansion in our sales channels.
The increase of revenue from smart store operating system is driven by enhanced AI
capabilities and expanded store scenario coverage, which together enhanced the store’s digital
operation capabilities, enabling us to attract new customers.
Industry Solutions
Our revenue from industry solutions increased by 69.8% from RMB12.4 million for the
six months ended June 30, 2024 to RMB21.1 million for the six months ended June 30, 2025,
In the second half of 2022, we made the decision to phase out this business line and not to take
on new projects except for the renewal of a few existing projects. For the six months ended
June 30 2025, we continued to recognize revenue from industry solutions from previously
signed contracts that were still being unfulfilled. These contracts have relatively large contract
amounts and long delivery cycle, which led to the increase in revenue from industry solutions
for the six months ended June 30 2025. For details on the decision to phase out industry
solutions, see “Business—Industry Solutions.”
Cost of sales
Our cost of sales increased by 1.7% from RMB279.0 million for the six months ended
June 30, 2024 to RMB283.7 million for the six months ended June 30, 2025.
Gross profit and gross profit margin
Our gross profit increased by 25.9% from RMB286.1 million for the six months ended
June 30, 2024 to RMB360.1 million for the six months ended June 30, 2025, and our overall
gross profit margin increased from 50.6% for the six months ended June 30, 2024 to 55.9% for
six months ended June 30, 2025.
Marketing Intelligence
Our gross profit for marketing intelligence increased by 18.0% from RMB225.8 million
for the six months ended June 30, 2024 to RMB266.5 million for the six months ended June
30, 2025 with gross profit margin increased from 70.0% to 75.2% during the same period. The
increase in gross profit margin was primarily due to the wider adoption of our internally
developed agentic tools, which substantially increased productivity while reducing the number
of employees required for data processing and report delivery.
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Operational Intelligence
Our gross profit for operational intelligence increased by 45.7% from RMB64.2 million
for the six months ended June 30, 2024 to RMB93.5 million for the six months ended June 30,
2025 with gross profit margin increased from 27.9% to 34.8% during the same period. The
increase in gross profit margin was mainly driven by higher-margin standardized products with
enhanced AI capabilities, which have shown sustained growth and requires significantly lower
labor input costs compared to customized solutions.
Industry Solutions
Our gross loss for industry solutions was RMB3.8 million for the six months ended June
30, 2024, as compared to a gross profit for industry solutions of RMB0.2 million for the six
months ended June 30, 2025. The shift to profit was due to the higher gross profit of projects
completed in the six months ended June 30, 2025 from this business line compared to the
relatively stable costs in the corresponding periods.
Research and development expenses
Our research and development expenses decreased by 13.3% from RMB173.6 million for
the six months ended June 30, 2024 to RMB150.4 million for the six months ended June 30,
2025, mainly driven by the decrease in depreciation and amortization, as well as share-based
payment expenses. The decrease in depreciation and amortization is mainly because
depreciations of a large number of equipment and servers have been fully recorded in previous
periods. And there had been no significant increase in property and equipment during the Track
Record Period after the large-scale replacement of electronic equipment in 2021. The decrease
in share-based payment expenses is mainly driven by the vesting of previously granted
share-based compensation and the decrease in new grants of share-based compensation
benefiting from our stringent budget control measures for operating expenses.
Administrative expenses
Our administrative expenses decreased by 15.9% from RMB139.9 million for the six
months ended June 30, 2024 to RMB117.6 million for the six months ended June 30, 2025,
mainly as a result of the decrease in employee benefit expenses and share-based payment
expenses.
Selling and marketing expenses
Our selling and marketing expenses increased by 17.8% from RMB63.0 million for the
six months ended June 30, 2024 to RMB74.2 million for the six months ended June 30, 2025,
mainly as a result of the increase of employee benefit expenses related to expanded sales force
to drive revenue growth.
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Impairment losses on financial assets and contract assets, net
Our net impairment losses on financial assets and contract assets increased by 67.3% from
RMB10.4 million for the six months ended June 30, 2024 to RMB17.4 million for the six
months ended June 30, 2025, mainly as a result of the increase in the aging of trade receivables
in industry solutions and the increase in the amount of trade receivables due to revenue growth.
The longer collection cycle in industry solutions was mainly due to complex processes and
budgetary constraints of customers in this business line.
Other operating incomes, net
Our other operating incomes, net decreased by 64.4% from RMB16.3 million for the six
months ended June 30, 2024 to RMB5.8 million for the six months ended June 30, 2025,
primarily attributable to other income transferred from non-refundable long-term advances
from terminated projects from industry solutions in 2024 which did not take place in 2025.
Other incomes, net
We recorded other incomes, net of RMB2.2 million for the six months ended June 30,
2024 and RMB3.0 million for the six months ended June 30, 2025, respectively, primarily
attributable to an increase in foreign exchange gains.
Fair value changes of preferred shares, warrants and convertible notes
We recorded fair value losses of preferred shares, warrants and convertible notes of
RMB8.2 million for the six months ended June 30, 2024 and RMB208.0 million for the six
months ended June 30, 2025.
Loss for the period
As a result of the foregoing, we incurred a loss of RMB98.7 million for the six months
ended June 30, 2024 and RMB203.9 million for the six months ended June 30, 2025.
YEAR TO YEAR COMPARISON OF RESULTS OF OPERATIONS
Y ear Ended December 31, 2023 Compared To Y ear Ended December 31, 2024
Revenue
Our revenue decreased by 5.5% from RMB1,462.0 million for the year ended December
31, 2023 to RMB1,381.4 million for the year ended December 31, 2024, mainly due to a
decrease in revenue from our operational intelligence business.
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Marketing Intelligence
Our revenue from marketing intelligence decreased by 2.9% from RMB752.7 million for
the year ended December 31, 2023 to RMB730.9 million for the year ended December 31,
2024, primarily due to a reduction in revenue from customized solutions under social media
management software business for certain KA clients. This decline reflects our more selective
approach toward accepting new projects for such highly customized solutions, which typically
yield lower profit margins compared to our other offerings.
Operational Intelligence
Our revenue from operational intelligence decreased by 12.1% from RMB594.7 million
for the year ended December 31, 2023 to RMB522.8 million for the year ended December 31,
2024, mainly as a result of our systematic implementation of a more standardized product-
focused strategy, exercising greater caution in signing customized service contracts while
actively enhancing the development and sales of our standardized products. This strategic shift
led to an increase in revenue from standardized products, which partially offset the decline in
revenue from customized services. Consequently, the revenue structure within our operational
intelligence business showed a more balanced composition in 2024 despite a decline in
absolute value. We believe that having a higher proportion of standardized products will
enhance the gross profit margin, driven by relatively lower production and delivery costs
compared to customized services, shorten product delivery cycles, enable us to efficiently
allocate our resources for product iteration and optimization and allow us to meet the needs of
a broader client base. From 2023 to 2024, we leveraged our experience in meeting the
comprehensive needs of KA clients which have historically required customized services to
develop standardized products suitable for a broader client base, including small and
medium-sized clients. For details on our standardized products and the benefits thereof, see
“Business—Standardized and Customized Data Intelligence Products Catering to Marketing
and Operational Scenarios.” In 2024, we observed wider adoption of standardized products.
The number of clients to which we provided standardized products increased from 318 in 2022
to 724 in 2023, and further reached 901 in 2024. This larger number of clients with different
business scales resulted in lower average spending per client but a broader and more diverse
client base. This shift allows for more predictable and recurring revenue, as our operational
intelligence products can be sold to a broader group of clients without the need for extensive
customization. As the transition is ongoing, revenue from operational intelligence declined
from 2023 to 2024 in connection with the decreased revenue from customized services.
However, as we continue to refine our product offerings and expand our market reach, we
expect that the shift toward standardized products will support long-term growth and a more
sustainable revenue structure.
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Industry Solutions
Our revenue from industry solutions increased by 11.4% from RMB114.6 million for the
year ended December 31, 2023 to RMB127.7 million for the year ended December 31, 2024.
In the second half of 2022, we made the decision to phase out this business line and not to take
on new projects. In 2024, we continued to recognize revenue from industry solutions from
previously signed contracts that were still being unfulfilled. These contracts have relatively
large contract amounts and long delivery cycle, which led to the increase in revenue from
industry solutions from 2023 to 2024. Due to the phase out of industry solutions, from 2023
to 2024, the number of projects completed and for which revenue was recognized decreased
from 35 to 16. For details on the decision to phase out industry solutions, see
“Business—Industry Solutions.”
Cost of sales
Our cost of sales decreased by 8.3% from RMB729.3 million for the year ended
December 31, 2023 to RMB668.7 million for the year ended December 31, 2024, in line with
the decrease in revenue by 5.5% in the same period. The decrease was further supported by our
strategic decision to procure non-core and procedural work from cost-effective external
suppliers rather than utilizing our own employees, thereby reducing overall costs.
Gross profit/(loss) and gross profit/(loss) margin
Our gross profit decreased by 2.7% from RMB732.6 million for the year ended December
31, 2023 to RMB712.7 million for the year ended December 31, 2024, and our overall gross
profit margin increased from 50.1% for the year ended December 31, 2023 to 51.6% for year
ended December 31, 2024.
Marketing Intelligence
Our gross profit for marketing intelligence decreased by 2.4% from RMB548.2 million
for the year ended December 31, 2023 to RMB535.3 million for the year ended December 31,
2024 while our gross profit margin increased from 72.8% to 73.2% during the same period. The
increase in gross profit margin was primarily due to our cost optimization and reduction of
lower-margin privately deployed platforms in this business line. The cost optimization was
mainly related to the decrease of employee benefit expenses in conjunction with our internal
adoption of generative AI products such as Xiaoming Co-pilot that assisted in enhancing the
efficiency of our products delivery. For example, in our social media management software, the
preparation of customized reports required manual input from data analysts. With the
implementation of AI tools in 2024, we were able to automate the generation of portions of
these reports, thereby reducing the need for manual processing and enabling a reduction in the
number of data analysts by approximately 15% from December 31, 2023 to December 31,
2024. In addition, the reduction of certain lower-margin, privately deployed platforms
associated with our social media management software led to an increase of gross profit
margin.
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Operational Intelligence
Our gross profit for operational intelligence increased by 6.5% from RMB168.4 million
for the year ended December 31, 2023 to RMB179.4 million for the year ended December 31,
2024 with gross profit margin increased from 28.3% to 34.3% during the same period. The
increase in gross profit margin was mainly driven by our pursuit of a standardized
product-focused strategy. Specifically, from 2023 to 2024, the profit margin from standardized
products under operational intelligence business increased from 45.1% to 55.3%, and the
revenue contribution from standardized products increased from 25.4% to 36.2%.
Industry Solutions
Our gross profit for industry solutions was RMB16.0 million for the year ended December
31, 2023, as compared to a gross loss for industry solutions of RMB2.0 million for the year
ended December 31, 2024. The shift to loss in 2024 was mainly due to the lower gross profit
of projects completed in 2024 from this business line compared to the relatively stable costs
in the corresponding periods, primarily attributable to maintenance cost incurred for certain
large completed projects subject to maintenance and warranty coverage in 2024. These
maintenance costs typically include costs related to technical personnel in conjunction with
addressing system operating issues or technical support provided for integration with clients’
upgraded or modified internal systems during the warranty period of the completed projects.
Research and development expenses
Our research and development expenses decreased by 26.6% from RMB480.8 million for
the year ended December 31, 2023 to RMB353.0 million for the year ended December 31,
2024, mainly driven by the reduction in R&D workforce by 120 compared to that in 2023 in
connection with our deployment of the general co-pilot products, such as Xiaoming Co-pilot,
which accelerated the coding and product development progress and significantly improved our
R&D efficiency. For example, the AI programming functions have increased the daily code
output per engineer and improved code quality through automated error correction. Similarly,
AI-driven testing functions have reduced the need for manual testing, and the implementation
of an intelligent automated operations platform has automated routine maintenance tasks. As
a result, we were able to reduce the numbers of basic development engineers and basic
operations engineers. Additionally, the phase-out of the industry solutions led to additional
reduction in the R&D workforce.
Administrative expenses
Our administrative expenses increased by 14.5% from RMB316.3 million for the year
ended December 31, 2023 to RMB362.3 million for the year ended December 31, 2024, mainly
due to increased share-based payment expenses in connection with greater number of vested
options in 2024.
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Selling and marketing expenses
Our selling and marketing expenses decreased by 12.0% from RMB144.7 million for the
year ended December 31, 2023 to RMB127.3 million for the year ended December 31, 2024,
mainly as a result of our stringent cost control implemented in 2024, which resulted in reduced
employee benefit expenses related to selling and marketing.
Impairment losses on financial assets and contract assets, net
Our net impairment losses on financial assets and contract assets increased by 47.3% from
RMB16.5 million for the year ended December 31, 2023 to RMB24.3 million for the year
ended December 31, 2024, mainly due to the changes in impairment losses on financial assets
in industry solutions business. The recovery of accounts receivables relating to industry
solutions is limited by the complex process and budgetary constraint of each client, and
therefore the recovery could fluctuate greatly year to year, resulting in fluctuations of
impairment losses on financial assets and contract assets in this business line.
Other operating income, net
Our other operating income, net increased by 49.0% from RMB14.7 million for the year
ended December 31, 2023 to RMB21.9 million for the year ended December 31, 2024,
primarily attributable to other income transferred from non-refundable long-term advances
from terminated projects from industry solutions.
Other losses, net
We recorded other losses, net of RMB19.7 million for the year ended December 31, 2023,
and other losses, net of RMB34.3 million for the year ended December 31, 2024, primarily
attributable to the increase in fair value losses on financial assets at fair value through profit
or loss.
Fair value changes of preferred shares, warrants and convertible notes
We recorded fair value gains of preferred shares, warrants and convertible notes of
RMB585.5 million for the year ended December 31, 2023, compared to fair value gains of
preferred shares, warrants and convertible notes of RMB186.0 million for the year ended
December 31, 2024.
Profit for the year
As a result of the foregoing, we recorded a profit of RMB7.9 million for the year ended
December 31, 2024, compared to a profit of RMB318.4 million for the year ended December
31, 2023.
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Y ear Ended December 31, 2022 Compared To Y ear Ended December 31, 2023
Revenue
Our revenue increased by 15.2% from RMB1,269.3 million for the year ended December
31, 2022 to RMB1,462.0 million for the year ended December 31, 2023, primarily attributable
to the increase in revenue from operational intelligence.
Marketing Intelligence
Our revenue from marketing intelligence decreased by 6.3% from RMB803.4 million
for the year ended December 31, 2022 to RMB752.7 million for the year ended December 31,
2023, primarily due to a reduction in revenue from privately deployed platforms under
customer growth software business for certain KA clients. This decline reflects our more
selective approach toward accepting new projects for such highly customized platforms, which
typically yield lower profit margins compared to our other offerings. However, our total
customer base continued to grow, driven by a significant increase in the number of SME
clients, which has lower average spending per client than customer growth software. The
decrease was also impacted by weak consumer sentiment and enterprises’ reduced spending on
marketing campaigns. This trend was mainly driven by a challenging macroeconomic
environment during the COVID-19 pandemic and its lingering impacts. Additionally, between
2021 and 2023, shifts in marketing investment priorities from brand advertising to short-term
sales targets temporarily influenced our revenue generated from Miaozhen Systems.
Operational Intelligence
Our revenue from operational intelligence increased by 63.8% from RMB363.1 million
for the year ended December 31, 2022 to RMB594.7 million for the year ended December 31,
2023, mainly as a result of the expanding product portfolio of and services offered under our
operational intelligence business.
Industry Solutions
Our revenue from industry solutions increased by 11.6% from RMB102.7 million for the
year ended December 31, 2022 to RMB114.6 million for the year ended December 31, 2023.
In the second half of 2022, we made the decision to phase out this business line and not to take
on new projects. In 2023, we continued to recognize revenue from industry solutions from
previously signed contracts that were still being unfulfilled. The fluctuation of revenue from
industry solutions from 2022 to 2023 was mainly driven by the timing of completion and
revenue recognition of these remaining projects. For details on the decision to phase out
industry solutions, see “Business—Industry Solutions.”
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Cost of sales
Our cost of sales increased by 22.9% from RMB593.5 million for the year ended
December 31, 2022 to RMB729.3 million for the year ended December 31, 2023, mainly in
conjunction with a 15.2% increase in revenue during the same period and also partly driven by
the changes in our overall revenue structure, with a high proportion of revenue coming from
the operational intelligence business line which inherently has a lower profit margin compared
with market intelligence.
Gross profit and gross profit margin
Our gross profit increased by 8.4% from RMB675.7 million for the year ended December
31, 2022 to RMB732.6 million for the year ended December 31, 2023, and our overall gross
profit margin decreased from 53.2% for the year ended December 31, 2022 to 50.1% for the
year ended December 31, 2023. The decrease in gross profit margin was mainly driven by the
changes in our overall revenue structure, with a high proportion of revenue coming from the
operational intelligence business line which inherently has a lower profit margin compared
with market intelligence.
Marketing Intelligence
Our gross profit for marketing intelligence decreased by 1.3% from RMB555.7 million
for the year ended December 31, 2022 to RMB548.2 million for the year ended December 31,
2023, primarily due to the decrease in revenue from marketing intelligence, with gross profit
margin increased from 69.2% to 72.8% during the same period. The increase in gross profit
margin was mainly due to our implementation of cost optimization measures.
Operational Intelligence
Our gross profit for operational intelligence increased by 45.2% from RMB116.0 million
for the year ended December 31, 2022 to RMB168.4 million for the year ended December 31,
2023, primarily due to the increase in revenue from operational intelligence mainly resulting
from the expanding product portfolio of our Group during the period, with gross profit margin
decreased from 32.0% to 28.3% during the same period. The decrease in gross profit margin
was mainly driven by the relatively low profit margin associated with our newly launched
operational intelligence solutions tailored for the increasing demand of clients, as we were
expanding our product portfolio of and services offered under our operational intelligence
business. Such customized solutions are typically associated with lower profit margin, but
helpful for the development of standardized products in the future.
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Industry Solutions
Our gross profit for industry solutions increased by 300.0% from RMB4.0 million for the
year ended December 31, 2022 to RMB16.0 million for the year ended December 31, 2023 with
gross profit margin increased from 3.9% to 14.0% during the same period. The gross profit
margin of the projects completed under industry solutions varied in different periods mainly
due to the diverse demand of clients, particularly in terms of service scope.
Research and development expenses
Our research and development expenses decreased by 36.0% from RMB750.9 million for
the year ended December 31, 2022 to RMB480.8 million for the year ended December 31,
2023, mainly as a result of the reduction in R&D workforce while maintaining our R&D
efficiency.
Administrative expenses
Our administrative expenses decreased by 45.5% from RMB579.9 million for the year
ended December 31, 2022 to RMB316.3 million for the year ended December 31, 2023, mainly
as a result of the reduction in employee benefit expenses in connection with our reduced
headcount in 2023 compared to that in 2022 due to our optimization of organizational structure.
Selling and marketing expenses
Our selling and marketing expenses decreased by 48.6% from RMB281.5 million for the
year ended December 31, 2022 to RMB144.7 million for the year ended December 31, 2023,
mainly as a result of our adjustment in organizational structure, which resulted in reduced
employee benefit expenses related to selling and marketing.
Impairment losses on financial assets and contract assets, net
Our net impairment losses on financial assets and contract assets decreased by 37.7%
from RMB26.5 million for the year ended December 31, 2022 to RMB16.5 million for the year
ended December 31, 2023, mainly as a result of the changes in impairment losses on financial
assets and contract assets in industry solutions business. The recovery of accounts receivables
relating to industry solutions is limited by the complex process and budgetary constraint of
each client, resulting in fluctuations of impairment losses on financial assets and contract
assets in this business line.
Other operating (expenses)/income, net
We recorded other operating expenses, net of RMB45.7 million for the year ended
December 31, 2022, compared to other operating income, net of RMB14.7 million for the year
ended December 31, 2023, primarily attributable to the loss on disposal of assets occurred in
2022, which was non-recurring.
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Other losses, net
We recorded other losses, net of RMB144.5 million for the year ended December 31, 2022
and RMB19.7 million for the year ended December 31, 2023. The improvement in other losses,
net was primarily attributable to the decrease in unrealized foreign exchange losses associated
with the change of foreign exchange rate.
Fair value changes of preferred shares, warrants and convertible notes
Our fair value changes of preferred shares, warrants and convertible notes decreased by
79.2% from RMB2,815.4 million for the year ended December 31, 2022 to RMB585.5 million
for the year ended December 31, 2023.
Profit for the year
As a result of the foregoing, we incurred a profit of RMB318.4 million for the year ended
December 31, 2023, compared to a profit of RMB1,637.6 million for the year ended
December 31, 2022.
BUSINESS SUSTAINABILITY
Our revenue increased from RMB1,269.3 million in 2022, to RMB1,462.0 million in
2023, representing a year-on-year increase of 15.2%. Our total revenue declined from
RMB1,462.0 million in 2023 to RMB1,381.4 million in 2024, mainly due to a decrease in
revenue from our operational intelligence business. In 2024, we adopted a more product-
focused strategy within the operational intelligence domain, exercising greater caution in
signing customized service contracts while actively enhancing the development and sales of
our standardized products. This strategic shift led to an increase in revenue from standardized
products, which partially offset the decline in revenue from customized services. Consequently,
the revenue structure within our operational intelligence business showed a more balanced
composition in 2024 despite a decline in absolute value. For the six months ended June 30,
2024 and 2025, our revenue increased from RMB565.1 million to RMB643.8 million, driven
by enhanced product capabilities and AI innovation, leading to increased revenue from
marketing intelligence and operational intelligence businesses.
We had operating losses of RMB1,008.9 million, RMB210.9 million and RMB132.3
million for the years ended December 31, 2022, 2023 and 2024, respectively. We had operating
income of RMB6.1 million for the six months ended June 30, 2025. Adding back share-based
payment expenses and IPO related expenses, we incurred adjusted operating loss (non-HKFRS
measure) of RMB929.9 million and RMB118.0 million, for the years ended December 31, 2022
and 2023, respectively. We recorded adjusted operating profit (non-HKFRS measure) of
RMB580 thousand and RMB26.9 million for the year ended December 31, 2024 and for the six
months ended June 30, 2025, respectively.
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In the years ended December 31, 2022, 2023 and 2024, we recorded net profit of
RMB1,637.6 million, RMB318.4 million and RMB7.9 million, respectively. For the six months
ended June 30, 2025, we recorded net loss of RMB203.9 million. Adding back share-based
payment expenses, IPO related expenses, and fair value changes of preferred shares, warrants
and convertible notes, we incurred adjusted net loss (non-HKFRS measure) of RMB1,098.7
million, RMB174.1 million and RMB45.1 million for the years ended December 31, 2022,
2023 and 2024, respectively. We incurred adjusted net profit (non-HKFRS measure) of
RMB24.9 million for the six months ended June 30, 2025.
The operating losses and net losses from 2022 to 2024 were primarily due to the following
reasons:
Upfront investment in data intelligence technologies and application software. The size
of China’s data intelligence application software market grew from RMB16.9 billion in 2020
to RMB32.7 billion in 2024, with a CAGR of 17.9% from 2020 to 2024. In light of the vast
opportunities for innovative products to address enterprises’ digitalization and intelligization
needs, we are committed to creating integrated intelligent products that seamlessly connect
enterprises’ business scenarios from online and offline marketing to sales and services.
Developing such products require in-depth business insights into the demand for different
industry verticals, a subtle balance between their needs for customized services and
standardized products, superior multimodal data collection, integration and analysis
capabilities, adaptability to the constantly evolving technologies, and the ability to translate
core technological capabilities into products that accurately address businesses’ needs. Since
2018, we have invested substantial research and development resources to enhance our
technology capabilities. This strategic investment has led to the introduction and application of
innovative technologies such as MLLM, HMLLM, and HRAG in our product and solution
offerings. These advancements have significantly strengthened our technology reserve and
positioned us at the forefront of industry innovation. From 2021 to 2022, we underwent a
rigorous phase of the development of organizational intelligence and industry solutions which
was crucial for refining our technologies and understanding market needs. Based on the
insights gained, we strategically adjusted our focus towards marketing intelligence and
operational intelligence, areas where we identified the highest potential for growth and client
value. The substantial upfront investments in R&D, coupled with the necessary trial and error
phase, have contributed to our Group’s loss-making positions during the Track Record Period.
Despite our long operating history since 2006, these investments were essential for achieving
technological breakthroughs and maintaining our competitive edge. The focus on long-term
innovation and strategic realignment has positioned us for future profitability and sustainable
growth.
Limited client cognition and market adoption of innovative solutions. Despite the vast
market potential for data intelligence products and solutions, the complexity of these offerings
often results in a limited understanding among potential clients regarding their value and
application scenarios. This necessitates significant efforts in educating and promoting our
offerings to clients. For instance, traditional industries may harbor skepticism about integrating
data intelligence solutions to optimize their marketing strategies or sales processes. Clients that
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are new to data intelligence solutions typically begin by deploying our products and solutions
on a limited basis. Despite this limited initial deployment, they demand extensive
configuration, integration services, and engage in rigorous price negotiations. This increases
our upfront investment in the sales effort without any guarantee that these clients will expand
the deployment of our solutions across their organization to a degree that justifies our
substantial initial investment. As a result, we incurred significant expenses, time, and effort in
pursuing sales of our innovative solutions without any assurance of their widespread adoption
during the Track Record Period.
However, we believe that our leading position in the data intelligence industry, our large
and loyal client base, robust technology and product capabilities, and the increasing
sophistication of enterprises that enjoy data intelligence products and solutions provide a solid
foundation for sustainable long-term growth. We plan to achieve breakeven and profitability in
the operating level by expanding our revenue scale, improving gross margin, and enhancing
operating leverage.
Expanding Revenue Scale
Our revenue grew from RMB1,269.3 million for the year ended December 31, 2022 to
RMB1,462.0 million for the year ended December 31, 2023, albeit a decline to RMB1,381.4
million for the year ended December 31, 2024 driven by our goal to achieve a balanced revenue
structure and sustainable growth in the long term. Our revenue also achieved growth from
RMB565.1 million for the six months ended June 30, 2024 to RMB643.8 million for the six
months ended June 30, 2025. We expect to see a positive trend in our revenue growth driven
by the following factors:
Leveraging favorable market trends and effective sales strategy. With the continuous
development of China’s digital economy, the degree of digitalization and intelligence is
constantly improving. China’s data intelligence market is expected to continue its expansion.
With the growing demand for data intelligence application software from enterprises, the
development of technology, and the government’s encouraging policies for the industry, the
market size is expected to reach RMB67.5 billion in 2029 with a CAGR of 15.6% from 2024
to 2029. Our market expansion strategy leverages both marketing and operational intelligence
to capitalize on this market potential. On the marketing intelligence side, we are expanding our
reach to emerging brands, targeting top-ranked domestic and international local brands, and
leveraging our newly developed insightFlow CMS and other products to meet the content
marketing budgets of small and medium-sized clients, ensuring higher conversion rates and
client satisfaction. On the operational intelligence side, we focus on facilitating the expansion
of retail store chains in lower-tier cities in China, providing standardized products for KA
clients and offering cost-effective products to small and medium-sized clients. For our KA
clients, which include top-tier market players, we develop standardized products that offer
comprehensive functionalities to meet their complex requirements. These standardized
products can then be scaled down, adapted and widely adopted among small and medium-sized
clients for wider accessibility. In addition, we are developing modularized products
specifically for SMEs. These cost-effective products are designed with simpler functionalities,
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catering to the specific needs of smaller businesses that do not require the extensive features
of the standardized products offered to large enterprises. During the Track Record Period, our
per capita order value, which is calculated as total revenue in a specified period divided by the
total number of sales personnel in the same period, increased from RMB3.3 million in 2022 to
RMB6.3 million in 2023. For the years ended December 31, 2023 and 2024, per capita order
value increased from RMB6.3 million to RMB6.8 million. For the six months ended June 30,
2024 and 2025, per capita order value increased from RMB2.8 million to RMB2.9 million. We
have been seeing a significant improvement in sales efficiency as our product becomes more
refined and standardized, enabling a shift toward a product-driven growth model and reducing
our reliance on the sales team. This is particularly evident in customer renewals, where higher
product satisfaction has minimized the need for sales intervention. Additionally, by developing
more diverse and effective sales channels, we are generating higher-quality leads, allowing our
salespeople to focus on conversion rather than leads generation. Our comprehensive sales
approach positions us well to convert marketing leads into new clients and actual sales, driving
sustainable growth and long-term success for our Group.
Continuously expanding our client base . We have implemented a unique top-down client
outreach strategy that has proven to be highly effective in building a clientele composed
primarily of top-tier market players, including Fortune 500 companies across various industry
verticals. This approach has contributed to an upward trend in both the number and revenue
contribution of our KA clients. Notably, revenue per KA client remained stable during the
Track Record Period. This performance was underpinned by the ongoing rapid rollout of our
new products. To accelerate market share expansion, we proactively adapted our pricing
strategy for these offerings, implementing flexible pricing for KA clients to enhance stickiness
and solidify long-term relationships. For the years ended December 31, 2022, 2023 and 2024,
the number of our KA clients was 72, 77 and 79, respectively. For the six months ended June
30, 2024 and 2025, the number of our KA clients was 66 and 77, respectively. During the Track
Record Period, revenue per KA client was RMB12.0 million, RMB13.6 million and RMB12.8
million in 2022, 2023 and 2024, respectively. During the Track Record Period, revenue per KA
client was RMB6.1 million and RMB6.0 million in the six months ended June 30, 2024 and
2025, respectively. During the Track Record Period, revenue contributed by our KA clients
represented 68.2%, 71.8% and 73.3% of our total revenue in 2022, 2023 and 2024,
respectively. During the Track Record Period, revenue contributed by our KA clients
represented 71.2% and 71.3% of our total revenue in the six months ended June 30, 2024 and
2025, respectively.
 the number of KA clients for our marketing intelligence business was 56, 52, 54, 46
and 50 in 2022, 2023 and 2024, and in the six months ended June 30, 2024 and 2025,
respectively. These KA clients contributed RMB532.3 million, RMB478.6 million,
RMB470.1 million, RMB206.3 million and RMB222.7 million to our total revenue
from marketing intelligence business in 2022, 2023 and 2024, and in the six months
ended June 30, 2024 and 2025, respectively, while the non-KA clients contributed
RMB271.1 million, RMB274.1 million, RMB260.8 million, RMB116.4 million and
RMB131.5 million to our total revenue from marketing intelligence business in the
same years/periods, respectively.
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Revenue per KA client from marketing intelligence was RMB9.5 million, RMB9.2
million, RMB8.7 million, RMB4.5 million and RMB4.5 million in 2022, 2023 and
2024, and in the six months ended June 30, 2024 and 2025, respectively.
The decrease of revenue per KA client from RMB9.5 million in 2022 to RMB9.2
million in 2023 was mainly driven by a reduction in revenue from privately
deployed platforms under customer growth software business for certain KA clients.
This decline reflects our more selective approach toward accepting new projects for
such highly customized platforms, which typically yield lower profit margins
compared to our other offerings. The decrease was also impacted by weak consumer
sentiment and enterprises’ reduced spending on marketing campaigns, which was
mainly driven by a challenging macroeconomic environment during the COVID-19
pandemic and its lingering impact. The decrease of revenue per KA client from
RMB9.2 million in 2023 to RMB8.7 million in 2024 was mainly driven by a
reduction in revenue from customized solutions under social media management
software business for certain KA clients. This decline reflects our more selective
approach toward accepting new projects for such highly customized solutions,
which typically yield lower profit margins compared to our other offerings. Revenue
per KA client in the six months ended June 30, 2024 and 2025 remained stable.
The number of KA clients for our marketing intelligence business in 2024 remained
slightly lower than that in 2022 even after a rebound from the impact of the
challenging macroeconomic environment, mainly due to the declined revenue
generated from customized services provided to certain former KA clients under
social media management software and customer growth software of Miaozhen
Systems. These measures aimed to enhance our profitability.
We will further consolidate our existing major advertising clients and maintain our
leadership in media spending optimization software through the integration of large
model technologies and a transition toward agent-based systems, thereby
strengthening client stickiness and increasing repeat purchases. Concurrently, we are
increasing AI investments in the social domain with new products such as
insightFlow CMS, which provides end-to-end data and AI empowerment spanning
creative design and marketing content generation. This comprehensive approach
covers the entire social media marketing process and supports higher average
revenue per customer. Furthermore, by leveraging our robust data infrastructure, AI
capabilities, and domain expertise across the marketing value chain, we are
introducing an RTA product that offers closed-loop support for the entire marketing
campaign process—including planning, content production, strategy generation,
execution, and performance evaluation. This integrated solution is expected to
significantly improve our clients’ marketing efficiency while creating sustainable
recurring revenue for us; and
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 the number of KA clients under operational intelligence business increased steadily
from 15 in 2022, to 19 in 2023 and further reached 24 in 2024. The number of KA
clients under operational intelligence business increased steadily from 21 in the six
months ended June 30, 2024 to 27 in the six months ended June 30, 2025. These KA
clients contributed RMB254.2 million, RMB467.0 million, RMB412.9 million,
RMB180.5 million and RMB212.1 million to our total revenue from operational
intelligence business in 2022, 2023 and 2024, and in the six months ended June 30,
2024 and 2025, respectively. The non-KA clients contributed RMB108.9 million,
RMB127.7 million, RMB109.9 million, RMB49.5 million and RMB56.5 million to
our total revenue from operational intelligence business in the same years/periods,
respectively.
Revenue per KA client from operational intelligence was RMB16.9 million,
RMB24.6 million, RMB17.2 million, RMB8.6 million and RMB7.9 million in 2022,
2023 and 2024, and in the six months ended June 30, 2024 and 2025, respectively.
The increase in revenue per KA client from operational intelligence from 2022 to
2023 was mainly driven by our increased customized solutions tailored for the
increasing demand for clients, as we were expanding product portfolio of and
services offered under our operational intelligence business. The decrease in
revenue per KA client from operational intelligence from 2023 to 2024 was
primarily attributable to the increased revenue contribution of standardized products
in 2024, which has lower average spending per client than customized services. We
believe such transition optimizes our revenue structure and is beneficial for our
profitability in the long run. The decrease in revenue per KA client from operational
intelligence from the six months ended June 30, 2024 to the six months ended June
30, 2025 was mainly driven by the increase of sales portion of standardized
products.
As of June 30, 2025, our client portfolio included 135 Fortune 500 companies. For our
marketing intelligence offerings, we aim to attract the increasingly popular domestic brands
with our standardized products, which have been validated by our multinational KA clients. For
operational intelligence, since 2023, we have leveraged our experience in meeting the
comprehensive needs of KA clients to develop standardized products suitable for a broader
client base, including small and medium-sized clients. By targeting a significantly broader and
more diverse client base, we plan to broaden our revenue sources. In particular, we expect that
our smart store operating system to capture more market share by penetrating deeper into the
domestic restaurant and retail chains and catering to more diverse industry verticals.
Providing clients with a diversified product portfolio. We are committed to providing our
clients with a diversified product portfolio that meets their evolving needs. We had over 88%
KA clients purchasing multiple products in each year from 2022 to 2024. Leveraging our
extensive product portfolio and cross-selling opportunities, we aim to continually expand the
diversity of services provided to our clients. For instance, if a client initially uses our media
spending optimization software, we would proactively offer additional solutions such social
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media management software and customer growth software. This strategy ensures that we
address multiple facets of our clients’ business needs. Building on our expertise and loyal client
base in marketing intelligence, we expect to integrate marketing intelligence scenarios with
offline operational intelligence scenarios through our smart store operating system. This
comprehensive approach allows us to cover a wide array of client requirements through a
diverse product matrix, thereby increasing the per-client transaction value and enhancing client
loyalty.
Our strategic focus on maximizing client value and fostering long-term partnerships is
reflected in our diverse product offerings and integrated solutions. By positioning ourselves as
a comprehensive service provider, we are capable of addressing the multifaceted needs of our
clients across various business areas. As we continue to expand and refine our product
portfolio, we are confident in our ability to drive revenue growth and solidify our market
position.
Improving Our Gross Margin
Our ability to increase our gross margin is crucial to our business success and
profitability. We plan to further improve our gross margins through the following strategies:
Diversifying revenue streams through AI-driven product innovation . Against the backdrop
of rapid advancements in large language model (LLM) technology, the marketing industry is
undergoing a profound structural transformation. With the continued improvements in
performance and inference efficiency of open-source models such as DeepSeek, data-driven
marketing systems are evolving at an unprecedented pace. Long-standing challenges in
traditional marketing—including creative fatigue, delayed performance evaluation, fragmented
content and delivery workflows, and disconnected tools—are gradually being addressed
through the adoption of large model architectures, particularly mixture of experts (MoE)
models. Additionally, the emergence of agent-based capabilities derived from LLMs provides
a practical foundation for unifying marketing and operational tools across content creation,
delivery, analytics, and optimization. As a leading data intelligence application software
provider in China, we have leveraged our advanced AI development capabilities and extensive
marketing and operational data to launch a suite of intelligent products—including insightFlow
CMS and Xiaoming Co-pilot. These offerings integrate our proprietary large models and
multimodal analysis technologies, forming a core product suite that supports our transition
from a traditional tool-based platform to a provider of intelligent marketing solutions.
Among them, Xiaoming Co-pilot serves as an integrated assistant platform tailored for
both marketing and operational scenarios. It also functions as the unified interface and entry
point to our full suite of agent tools. Currently, Xiaoming Co-pilot integrates a range of agent
tools serving both marketing and operational needs. For marketing intelligence, these include
insightFlow CMS (for content generation based on social media), Adeff (for creative
prediction), RTA (for cross-platform advertising placement) and InfluencerMA (for influencer
marketing management), covering the full process from content generation and creative
evaluation to distribution and influencer coordination. For operational intelligence, the
platform includes agents for intelligent scheduling, promotional recommendations, content
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moderation, and resume screening—based on the “people, merchandise and space” operational
model—providing end-to-end business intelligence support. We are upgrading Xiaoming
Co-pilot have recently launched DeepMiner in September 2025. This upgrade has further
integrated our diverse agentic tools into a unified product experience with a natural
language-based chatbot interface, allowing users to interact naturally with the chatbot and
complete marketing and operational tasks autonomously. Moving forward, we will focus on
promoting the application of DeepMiner across a broader range of clients’ business scenarios
and industry verticals. For details, see “Business—Large Model Products—DeepMiner.”
By fully integrating large models with agent-based technologies, we are not only
enhancing the efficiency and quality of our marketing intelligence services, but also
significantly strengthening our overall financial performance. At the same time, we have built
a highly scalable and replicable product ecosystem applicable across multiple industries. With
the continued evolution of Xiaoming Co-pilot and the addition of new agent tools, we are
well-positioned to achieve both broad and deep business expansion among major multinational
brands, SMEs and potential enterprise clients in overseas markets, solidifying our leadership
in the era of intelligent marketing.
Our major new products are as follows:
Business line
Product/
Agent Name
Positioning/
Functions
Industry Pain Points
the Product/Agent Is Designed
to Address Value Propositions Launch Time
Large Model
Products /H1118/H1118/H1118/H1118/H1118
Xiaoming Co-pilot An integrated assistant
for marketing and
operations
Enterprises possess vast amounts of
data but lack effective tools for
analysis and application, making
it difficult to unlock data value;
and Agent tools are fragmented
and complex to use, with no
unified coordination mechanism.
Seamless integration with
existing business systems
of enterprises; and Unified
user interface to improve
client operational
efficiency and user
experience.
November 2023
Marketing
Intelligence /H1118/H1118/H1118/H1118
Insightflow CMS Aggregates viral social
media content,
provides ad analytics,
and auto-generates
marketing content
such as scripts and
short videos
Creative fatigue, coupled with the
limited productivity of manual
processes, has historically
constrained enterprises’ ability to
efficiently generate and optimize
marketing content; and Poor
measurability of advertising
placement results delays
optimization.
Large-scale, high-frequency
creative testing enabled by
automated parsing and
generation; and Modular
and customizable workflow
support.
March 2025
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Business line
Product/
Agent Name
Positioning/
Functions
Industry Pain Points
the Product/Agent Is Designed
to Address Value Propositions Launch Time
Adeff Uses AI to quickly
predict ad creative
performance
Traditional ad testing is costly and
time-consuming; and Traditional
tools lack reliable predictive
basis—creative optimization used
to rely on trial and error.
Proprietary multimodal
modeling that simulates
consumer perspectives; and
Performance prediction
across video, image, and
text formats.
June 2025
InfluencerMA An influencer marketing
platform that helps
brands match
influencers and
automate collaboration
workflows
Overseas clients are unfamiliar with
local influencer systems, resulting
in low influencer selection
efficiency; and Influencer
communication and coordination
are fragmented.
AI-powered matching for
enhanced influencer
selection accuracy; and
Automated coordination
for improved execution
efficiency.
December 2024
Real-time API
(RTA)
A cross-platform
AI-based advertising
placement tool
Managing cross-platform accounts
is cumbersome and labor-
intensive; and Traditional
advertising placement approaches
lack a systematic delivery
methodology and rely heavily on
the experience and capabilities of
individual media buyers, resulting
in performance variability.
Centralized cross-platform
account management; and
Retention of delivery data
and expert insights for
intelligent optimization
consulting.
June 2024
Operational
Intelligence /H1118/H1118/H1118/H1118
Operational AI
agent restaurant
general manager
(RGM)
A suite of agents
including AI Flavor
Recommender, AI
CRM Strategy
Assistant, AI Store
Opening Assistant
There is a lack of systematic tools
to support new product
development and customer
relationship management (CRM)
marketing decisions; and Reliance
on manual data retrieval and
subjective judgment results in
low operational efficiency and a
lack of scientific management in
store operations.
Integration of social data
from social media
management software and
large client flavor
preference analysis,
underpinned by deep
industry expertise and
accumulated insights;
Combination of automated
workflows and agentic
architecture for deep
integration of enterprise-
level service processes and
intelligent agents.
June 2025
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Engaging in continuous innovation to develop products with higher gross margins.
Through a strategic shift toward standardized products with Al innovation and a deliberate
reduction in low-margin, labor-intensive customized projects, we are improving gross margins
while maintaining our commitment to developing innovative AI solutions. The gross profit
margin for marketing intelligence increased steady from 69.2% in 2022 to 72.8% in 2023 and
further to 73.2% in 2024. For the six months ended June 30, 2024 and 2025, the gross profit
margin for marketing intelligence increased from 70.0% to 75.2%. This trend was mainly
driven by (i) our reduced revenue contributed from low-margin businesses within Miaozhen
Systems, including privately deployed platforms under the customer growth software and
customized solutions under the social media management software, and (ii) our cost
optimization efforts in conjunction with our internal adoption of generative AI products such
as Xiaoming Co-pilot which will be elaborated in the subsequent section.
The lower-margin privately deployed platforms and customized solutions typically
require significant customization, extended development cycles, and higher personnel costs, as
compared to our standardized product offerings. In 2023 and 2024, where the estimated gross
margin for a project requiring customization is below a certain threshold, we generally did not
undertake such projects. For example, in our provision of services under social media
management software, certain client required the development of customized data analysis
dashboards and private deployment to client environments. We chose not to take on this project
after considering the required level of customization and personnel costs associated therewith,
which led to the estimated gross margin to be lower than our predetermined threshold. As a
result of the strategy, the proportion of revenue derived from these low-margin customized
projects in our social media management software and customer growth software over our
revenue from Miaozhen Systems has decreased from approximately 14% in 2022 to
approximately 9% in 2023 and further to approximately 6% in 2024, as we have prioritized
higher-margin, standardized product offerings.
We expect to continue developing standardized products with higher gross margins, such
as insightFlow CMS, under the marketing intelligence business line, and leveraging AI to
enhance product development and operational efficiency. For operational intelligence, we are
currently developing a standardized AI co-pilot that builds upon our extensive technology
reserve and integrates our accumulated expertise in modularized service offerings across the
key elements of people, merchandise, and space. This innovative solution is designed to
provide our clients with a comprehensive platform that seamlessly deploys all key
functionalities within our smart store operating system. By leveraging this AI co-pilot, we aim
to significantly enhance the efficiency and effectiveness of our clients’ operations, which in
turn is expected to drive our revenue growth. In addition, leveraging our extensive experience
in serving top-tier food and beverage chains, our franchisee management platform under the
operational intelligence business line aims to develop and implement standardized operating
procedures for a broader client base. By integrating our business acumen and low-code
capabilities into these procedures, we are poised to enhance the services offered by our
franchisee management platform and efficiently manage the costs associated therewith.
Through these initiatives, we anticipate to improve our gross profit margin.
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Leveraging AI technologies to enhance operational efficiency. We expect to continue
leveraging the power of AI to enhance our operational efficiency, relieving our employees’
burden in conducting easy and resource-consuming tasks while giving them opportunities to
handle more sophisticated or creative work. In 2025, Xiaoming Copilot (currently being
upgraded to DeepMiner), our internally developed agentic tool, has demonstrated enhanced
data processing and analytical capabilities. These technical improvements have substantially
increased productivity by automating the generation of complex data insight reports, making
it a key contributor to our gross profit growth. We believe that through the use of advanced AI
technologies, we could better streamline our operations and improve our gross margin.
Enhancing Our Operating Leverage
During the Track Record Period, we incurred significant operating expenses, including
research and development, administrative, and selling and marketing expenses, to develop,
manage, and promote our data intelligence application software. Moving forward, we aim
effectively manage our operational efficiency to support our sustainable growth.
Research and development expenses. Our research and development expenses decreased
from RMB750.9 million in 2022 to RMB480.8 million in 2023. Research and development
expenses also decreased from RMB480.8 million in 2023 to RMB353.0 million in 2024, and
slightly decreased from RMB173.6 million for the six months ended June 30, 2024 to
RMB150.4 million for the six months ended June 30, 2025. With our continued deployment of
large models and other advanced technologies to improve R&D efficiency, we expect R&D
expenses as a percentage of our total operating expenses to remain relatively stable.
Administrative expenses . In the years ended December 31, 2022, 2023 and 2024, we
recorded administrative expenses of RMB579.9 million, RMB316.3 million and RMB362.3
million, respectively. In the six months ended June 30, 2024 and 2025, we recorded
administrative expenses of RMB139.9 million and RMB117.6 million, respectively. As we
further improve our administrative efficiency, we expect that our administrative expenses to
decrease in the long term as percentage of our total revenue.
Selling and marketing expenses . We recorded selling and marketing expenses of
RMB281.5 million, RMB144.7 million and RMB127.3 million in 2022, 2023 and 2024,
respectively. In the six months ended June 30, 2024 and 2025, we recorded selling and
marketing expenses of RMB63.0 million and RMB74.2 million, respectively. We have been
seeing a significant improvement in sales efficiency as our product becomes more refined and
standardized, and our sales channels become more diverse and effective. As a result of these
initiatives, our sales expenses have decreased from 2022 to 2024. Having achieved a stable and
optimized level of sales expenses, our focus now shifts to supporting new product launches.
Therefore we expect that our selling and marketing expenses as a percentage of our revenue
to increase slightly.
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Despite a decreasing trend in our research and development and selling and marketing
expenses during the Track Record Period, we have been able to enhance our product
development and marketing efforts through targeted operational improvements and the
strategic deployment of advanced AI tools.
Product development. In 2024, our total R&D headcount decreased by 120 compared with
that in 2023, and further decreased by 41 in the first half of 2025, primarily due to a significant
reduction in basic R&D positions. This reduction was enabled by the adoption of generative AI
products such as Xiaoming Co-pilot, which have substantially improved the productivity and
efficiency of our R&D processes. For example, AI programming functions have increased the
daily code output per engineer and improved code quality through automated error correction.
Similarly, AI-driven testing functions have reduced the need for manual testing, and the
implementation of an intelligent automated operations platform has automated routine
maintenance tasks. As a result, we were able to reduce the numbers of basic technical
developers and basic test engineers. Additionally, the phase-out of the industry solutions led to
additional reduction in the R&D workforce. This organizational optimization effort allowed us
to maintain and even enhance our core R&D capabilities, focusing resources on the
development of high-value, innovative products such as insightFlow CMS and Adeff, which
increasingly leverage advanced AI and data capabilities. Despite a reduction in basic R&D
positions, the number of R&D personnel engaged in large model and innovative product
development increased from 23 as of December 31, 2024 to 42 as of June 30, 2025.
Marketing efforts. On the marketing side, we have improved sales efficiency, particularly
with KA clients that we continually serve over time, resulting in stable sales with lower overall
selling and marketing expenses. Looking forward, we plan to implement targeted marketing
activities for newly launched products, such as insightFlow CMS and Adeff, to attract new
clients, especially small and medium-sized enterprise clients, and in new markets especially
overseas markets. We also plan to recruit new sales personnel, and also redeploy certain
personnel to sales driven roles, which is expected to support further growth in sales efficiency
and effectiveness.
To sum up, we intend to improve our business sustainability through expanding revenue
scale, improving gross margin and enhancing operating leverage. We recorded adjusted net loss
(non-HKFRS measure) of RMB1,098.7 million, RMB174.1 million and RMB45.1 million for
the years ended December 31, 2022, 2023 and 2024, respectively. We recorded adjusted net
loss (non-HKFRS measure) of RMB48.4 million and adjusted net profit (non-HKFRS measure)
of RMB24.9 million for the six months ended June 30, 2024 and 2025, respectively. Our net
operating cash outflow decreased from RMB561.1 million in 2022 to RMB117.4 million in
2023, and further to RMB27.9 million in 2024. It further decreased from RMB82.5 million for
the six months ended June 30, 2024 to RMB11.4 million for the six months ended June 30,
2025. As of August 31, 2025, we had cash and cash equivalent of RMB348.4 million. Based
on the foregoing, our Directors believe that our business is sustainable. Taking into account our
financial resources on hand, the anticipated cash flows to be generated from our operations,
and the estimated net proceeds we expect to receive from the Global Offering, our Directors
are of the view that we will have available sufficient working capital to meet our present
requirements and for at least the next twelve months from the date of this document.
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DISCUSSION OF CERTAIN KEY ITEMS OF CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
The following table sets forth information from our consolidated statements of financial
position as of the dates indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(in RMB thousands)
Total non-current assets /H1118/H1118/H1118/H1118/H11181,136,551 1,091,358 1,035,509 1,014,825
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,402,307 1,360,020 1,345,856 1,294,901
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,538,858 2,451,378 2,381,365 2,309,726
Total non-current liabilities /H1118/H1118 56,450 52,289 50,334 38,569
Total current liabilities /H1118/H1118/H1118/H1118/H11189,366,297 8,825,544 8,730,995 8,837,522
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,422,747 8,877,833 8,781,329 8,876,091
Net current liabilities /H1118/H1118/H1118/H1118/H1118/H1118(7,963,990) (7,465,524) (7,385,139) (7,542,621)
Net liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,883,889) (6,426,455) (6,399,964) (6,566,365)
Total deficits and liabilities /H1118 2,538,858 2,451,378 2,381,365 2,309,726
The following table sets forth our current assets and liabilities as of the dates indicated.
As of December 31,
As of
June 30,
As of
August 31,
2022 2023 2024 2025 2025
(in RMB thousands)
(unaudited)
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118320,684 254,101 141,574 106,167 111,899
Trade and bills receivables /H1118/H1118528,841 522,547 547,354 567,197 566,922
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,638 2,649 854 1,914 1,927
Prepayments, other
receivables and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118147,865 117,098 94,457 74,792 84,912
Financial assets at fair value
through profit or loss /H1118/H1118/H1118/H111823,239 3,370 – 3,500 4,500
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,014 13,570 23,683 18,604
Pledged deposits and
restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118193,109 162,326 147,677 157,096 143,016
Cash and cash equivalents /H1118/H1118180,931 294,915 400,370 360,552 348,430
Total current assets /H1118/H1118/H1118/H1118/H1118/H11181,402,307 1,360,020 1,345,856 1,294,901 1,280,210
FINANCIAL INFORMATION
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As of December 31,
As of
June 30,
As of
August 31,
2022 2023 2024 2025 2025
(in RMB thousands)
(unaudited)
Current liabilities
Trade and bills payables /H1118/H1118/H1118/H1118248,079 237,012 193,749 196,373 203,243
Other payables and accruals /H1118 402,929 663,651 271,459 232,131 221,304
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118378,293 266,575 171,617 141,582 149,915
Interest-bearing bank and
other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118584,839 303,866 231,200 231,150 217,400
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,114 28,395 22,456 18,340 16,293
Tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118572 572 268 1,015 687
Preferred shares, warrants
and convertible notes /H1118/H1118/H1118/H11187,561,903 7,314,124 7,816,400 7,991,292 7,929,225
Other liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118178,568 11,349 23,846 25,639 25,639
Total current liabilities /H1118/H1118/H11189,366,297 8,825,544 8,730,995 8,837,522 8,763,706
Net current liabilities /H1118/H1118/H1118/H1118/H1118(7,963,990) (7,465,524) (7,385,139) (7,542,621) (7,483,496)
We recorded net liabilities of RMB6,883.9 million, RMB6,426.5 million and
RMB6,400.0 million as of December 31, 2022, 2023 and 2024, respectively. We recorded net
liabilities of RMB6,566.4 million and RMB6,504.4 million as of June 30, 2025 and August 31,
2025, respectively. Our net liabilities decreased from RMB6,883.9 million as of December 31,
2022 to RMB6,426.5 million as of December 31, 2023, primarily driven by (i) a comprehensive
income of RMB212.8 million and (ii) an increase in other reserves of RMB173.3 million in
connection with the cancelation of a forward contract. Our net liabilities decreased from
RMB6,426.5 million as of December 31, 2023 to RMB6,400.0 million as of December 31,
2024, primarily due to an increase in share-based payment reserve of RMB106.6 million,
partially offset by a comprehensive loss of RMB84.1 million. Our net liabilities increased from
RMB6,400.0 million as of December 31, 2024 to RMB6,566.4 million as of June 30, 2025,
primarily due to a total comprehensive loss of RMB176.4 million, partially offset by an
increase in share-based payment reserve of RMB10.0 million. Our net liabilities slightly
decreased from RMB6,566.4 million as of June 30, 2025 to RMB6,504.4 million as of August
31, 2025, primarily due to a decrease in preferred shares of RMB62.1 million.
Our net liabilities position during the Track Record Period was primarily the result of (i)
our issuance of preferred shares and warrants and (ii) the net loss incurred primarily due to our
significant investments in research and development efforts and limited client cognition and
market adoption of innovative solutions. As of the Latest Practicable Date, all warrants and
convertible notes had been converted into preferred shares of our Company. We expect to
achieve a net assets position upon Listing, as the preferred shares will be re-designated from
financial liabilities to equity as a result of the automatic conversion into ordinary shares upon
Listing.
FINANCIAL INFORMATION
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We recorded net current liabilities of RMB7,964.0 million, RMB7,465.5 million and
RMB7,385.1 million as of December 31, 2022, 2023 and 2024, respectively. We recorded net
current liabilities of RMB7,542.6 million and RMB7,483.5 million as of June 30, 2025 and
August 31, 2025, respectively. The net current liabilities were primarily the result of our
issuance of preferred shares and warrants.
Our net current liabilities decreased from RMB7,542.6 million as of June 30, 2025 to
RMB 7,483.5 million as of August 31, 2025, primarily due to a decrease in preferred shares of
RMB62.1 million.
Our net current liabilities increased from RMB7,385.1 million as of December 31, 2024
to RMB7,542.6 million as of June 30, 2025, primarily due to (i) a increase of RMB174.9
million in preferred shares, warrants and convertible notes and partially offset by the decrease
of RMB39.3 million in other payables and accruals.
We had net current liabilities of RMB7,385.1 million as of December 31, 2024, and net
current liabilities of RMB7,465.5 million as of December 31, 2023, primarily due to (i) a
decrease of RMB392.2 million in other payables and accruals mainly due to the settlement of
advances from the investors upon the closing of series F financing, (ii) a decrease of RMB95.0
million in contract liabilities primarily driven by the recognition of revenue for operational
intelligence business and industry solutions, (iii) a decrease of RMB72.7 million in
interest-bearing bank and other borrowings, and partially offset by the increase of RMB502.3
million in preferred shares, warrants and convertible notes.
Our net current liabilities decreased from RMB7,964.0 million as of December 31, 2022
to RMB7,465.5 million as of December 31, 2023, mainly due to (i) a decrease of RMB281.0
million in interest-bearing bank and other borrowings, (ii) a decrease of RMB247.8 million in
preferred shares, warrants and convertible notes, (iii) a decrease of RMB167.2 million in other
liabilities mainly due to the release of our obligation in forward contract liability, and (iv) a
decrease of RMB111.7 million in contract liabilities primarily driven by the recognition of
revenue for operational intelligence business and industry solutions, partially offset by the
increase in other payables and accruals of RMB260.7 million mainly due to the advances
received from the investors of our series F financing.
Notwithstanding the above, our Directors are of the view that we will have available
sufficient working capital to meet our present requirements and for at least the next twelve
months from the date of this document, taking into account (i) our Group’s financial resources
on hand, (ii) the anticipated cash flows to be generated from our operations and (iii) the
estimated net proceeds from the Global Offering. We believe that our business operation and
financial condition will not be materially and adversely affected by our current liabilities
position.
FINANCIAL INFORMATION
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--- page 408 ---
Property and equipment
Our property and equipment primarily represent electronic equipment. Our property and
equipment decreased from RMB77.6 million as of December 31, 2022 to RMB45.2 million as
of December 31, 2023, RMB26.5 million as of December 31, 2024 and further to RMB21.1
million as of June 30, 2025. The decreases were primarily driven by the depreciation of
electronic equipment. Meanwhile, there had been no significant increase in property and
equipment during the Track Record Period after the large-scale replacement of electronic
equipment in 2021. For further information regarding our property and equipment, see Note 13
to the Accountants’ Report in Appendix I to this document.
Right-of-use assets
Our right-of-use assets primarily represent leased office buildings. Our right-of-use assets
increased from RMB28.3 million as of December 31, 2022 to RMB46.8 million as of December
31, 2023 mainly attributable to our entry into a new lease agreement in relation to our office
space in Beijing in the beginning of 2023. We had right-of-use assets of RMB46.8 million and
RMB48.1 million as of December 31, 2023 and 2024 and right-of-use assets of RMB37.3
million as of June 30, 2025, respectively. The decrease in right-of-use assets from December
31, 2024 to June 30, 2025 is primarily due to the amortization of right-of-use assets of large
leased workplaces.
Goodwill
Our goodwill primarily represents synergies and other intangible benefits arising from
business combinations. Goodwill is calculated as the excess of the cost of an acquisition over
the fair value of the net assets acquired as of the acquisition date. Goodwill remained stable
at RMB754.8 million as of December 31, 2022, 2023 and 2024 and June 30, 2025, respectively.
Goodwill acquired through business combinations is allocated to the following cash-
generating units (CGU) for impairment testing:
Miaozhen systems CGU
The recoverable amount of the Miaozhen Systems CGU was determined based on a value
in use calculation using cash flow projections based on financial forecast covering a five-year
period approved by senior management. The pre-tax discount rate applied to the cash flow
projections was 20%, 19%, 18% and 18% on December 31, 2022, 2023 and 2024 and June 30,
2025, respectively and cash flows beyond the five-year period were extrapolated using growth
rates of 2.3% as of December 31, 2022, 2023 and 2024, and 2.0% as at 30 June 2025, which
are the same as expected long-term inflation rate.
FINANCIAL INFORMATION
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--- page 409 ---
Wuhan Y eying CGU
The recoverable amount of the Wuhan Y eying CGU was determined based on a value in
use calculation using cash flow projections based on financial forecast covering a five-year
period approved by senior management. The pre-tax discount rate applied to the cash flow
projections was 22.50%, 22.72%, 22.62% and 22.53% on December 31, 2022, 2023 and 2024
and June 30, 2025, respectively, and cash flows beyond the five-year period were extrapolated
using growth rates of 2.3% as of December 31, 2022, 2023 and 2024, and 2.0% as of June 30,
2025, which are the same as expected long-term inflation rate.
Industry solution services CGU
Prior to 2022, an impairment loss of RMB1,417.1 million was recognized for the goodwill
of industry solution services CGU due to the expected decrease in growth rate.
Other CGUs
The recoverable amount of the other CGUs was determined based on a value in use
calculation using cash flow projections based on financial forecast covering a five-year period
approved by senior management. The pre-tax discount rate applied to the cash flow projections
was from 25% to 30%, from 24% to 30%, from 22% to 30% and from 22% to 28% on
December 31, 2022, 2023 and 2024 and June 30, 2025, respectively, and cash flows beyond the
five-year period were extrapolated using a growth rate of 2.3% as of December 31, 2022, 2023
and 2024, and 2.0% as of June 30, 2025, which are the same as expected long-term inflation
rate.
The carrying amount of goodwill allocated to each of the cash-generating units is as
follows:
December 31, June 30,
2022 2023 2024 2025
(in RMB thousands)
Carrying amount of
goodwill
Miaozhen systems CGU /H1118/H1118/H1118/H1118594,012 594,012 594,012 594,012
Wuhan Y eying CGU /H1118/H1118/H1118/H1118/H1118/H1118/H1118139,784 139,784 139,784 139,784
Other CGUs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,027 21,027 21,027 21,027
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118754,823 754,823 754,823 754,823
FINANCIAL INFORMATION
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--- page 410 ---
Assumptions were used in the value in use calculation of the Miaozhen systems CGU,
Wuhan Y eying CGU and other CGUs for December 31, 2022, 2023 and 2024 and June 30,
2025. The following describes each key assumptions on which management has based its cash
flow projections to undertake impairment testing of goodwill:
Projected gross margins — The basis used to determine the value assigned to the budgeted
gross margins is the gross margins achieved in the year immediately before the budget year,
increased for expected efficiency improvements, and expected market development.
Discount rates — The discount rates used are pre-tax and reflect specific risks relating to
the relevant units.
Growth rates — Management leveraged their extensive experiences in the industries and
determined the growth rates to be used in the cash flow projections with reference to past
performance and their expectation of future business plans and market developments. The
growth rates used to extrapolate the cash flows at the perpetual growth stage are based on the
long-term inflation rate of the countries where the respective CGUs are located.
The values assigned to the key assumptions and discount rates are consistent with external
information sources.
On December 31, 2022, 2023 and 2024 and June 30, 2025, the amounts by which each
unit’s recoverable amount exceeds its carrying amount (“headroom”) are as follows:
December 31, June 30,
2022 2023 2024 2025
(in RMB thousands)
Miaozhen systems CGU /H1118/H1118/H1118/H11185,240,097 4,245,236 3,931,806 4,254,682
Wuhan Y eying CGU /H1118/H1118/H1118/H1118/H1118/H1118/H111814,175 17,575 38,834 21,747
Other CGUs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111889,698 327,436 228,666 231,468
FINANCIAL INFORMATION
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--- page 411 ---
The following table sets forth the impact of reasonable possible changes in each of the
key assumptions, with all other variables held constant, of goodwill impairment testing of each
of CGUs at the dates indicated. If the estimated key assumptions changed as below, the
headroom would be decreased to:
December 31, June 30,
2022 2023 2024 2025
(in RMB thousands)
Miaozhen systems CGU
Projected gross margins
decreases of 2% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,998,099 4,054,279 3,722,993 4,105,747
Pre-tax discount rate
increases of 1% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,682,785 3,793,245 3,514,125 3,893,312
Growth rate decreases of 1% /H1118 4,822,378 3,901,605 3,616,040 3,961,642
December 31, June 30,
2022 2023 2024 2025
(in RMB thousands)
Wuhan Y eying CGU
Projected gross margins
decreases of 2% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,732 8,933 38,017 13,644
Pre-tax discount rate
increases of 1% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,255 7,829 26,878 12,917
Growth rate decreases of 1% /H1118 3,062 6,972 26,655 7,185
December 31, June 30,
2022 2023 2024 2025
(in RMB thousands)
Other CGUs
Projected gross margins
decreases of 2% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,183 273,062 177,590 176,693
Pre-tax discount rate
increases of 1% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111882,041 309,161 201,497 214,416
Growth rate decreases of 1% /H1118 81,805 309,060 214,636 208,531
Considering that there was sufficient headroom based on the assessment. The directors of
the Company believe that any reasonably possible change in any of the key assumptions would
not cause the carrying amount of the CGU to exceed its recoverable amount.
FINANCIAL INFORMATION
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--- page 412 ---
Other intangible assets
Our other intangible assets mainly include our intellectual properties such as trademarks
and patents and client relationships. As of December 31, 2022, 2023 and 2024 and June 30,
2025, our other intangible assets were RMB67.3 million, RMB56.7 million, RMB45.7 million
and RMB40.3 million, respectively. The decreases in other intangible assets were primary due
to amortization of trademarks, patents, and client relationships formed from acquisitions. An
impairment of other intangible assets amounting to RMB39.2 million regarding the carrying
amount of the cash generating unit in relation to industry solutions was made in 2022 due to
the phase out of this business line.
Financial assets at fair value through profit or loss
Our financial assets at fair value through profit or loss consist primarily of wealth
management products and preferred shares investments in unlisted entities. The wealth
management products mainly consist of low-risk and highly liquid financial instruments. The
preferred shares investments in unlisted entities are ordinary shares with preferential rights. We
have the right to require and demand the investees to redeem all of the shares held by the us
at guaranteed predetermined amount upon redemption events which are out of control of
issuers. The following table sets forth our financial assets at fair value through profit or loss
as of the dates indicated.
As of December 31,
As of
June 30,
2022 2023 2024 2025
(in RMB thousands)
Current
Wealth management products /H1118 23,239 3,370 – 3,500
Non-current
Preferred shares investments in
unlisted entities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140,410 141,482 127,224 124,487
Total/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118163,649 144,852 127,224 127,987
Our financial assets at fair value through profit or loss were RMB163.6 million,
RMB144.9 million, RMB127.2 million and RMB128.0 million as of December 31, 2022, 2023,
and 2024 and June 30, 2025, respectively. The decrease from RMB163.6 million as of
December 31, 2022 to RMB144.9 million as of December 31, 2023 was mainly due to the
decrease in wealth management products. The decrease from RMB144.9 million as of
December 31, 2023 to RMB127.2 million as of December 31, 2024 was mainly due to the fair
value change of RMB13.8 million of our investment in an unlisted company, which was
attributable to its operating results not meeting expectations. Our financial assets at fair value
through profit or loss remained relatively stable at RMB127.2 million as of December 31, 2024
and RMB128.0 million as of June 30, 2025.
FINANCIAL INFORMATION
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--- page 413 ---
Our preferred shares investments in unlisted entities are mainly in intelligence application
enterprises. We have a comprehensive internal control system for investments, and the
investment decision-making process is cautious and prudent. The general meeting of
shareholders is the highest approval authority for our investment activities. Depending on the
amount involved, it delegates approval authority at different levels, including the Board and the
investment committee. The investment committee serves as our internal body leading our
investment activities, responsible for managing and overseeing the investment projects. The
investment department is primarily responsible for identifying investment opportunities and
planning, organizing, and supervising the execution of investment projects, and is required to
report investment projects to the investment committee on a regular basis. The finance
department is responsible for financial due diligence and post-investment financial
management. The legal department is responsible for legal due diligence and reviewing the
terms of investment agreements. The business departments are responsible for business due
diligence. Our investment, financing and legal department engages professional parties such as
auditors and legal counsel to conduct due diligence and analyzes aspects such as the objectives
and plans of investment projects, required funding, risks, and expected returns. These reports
must be reviewed by the heads of business, finance, and legal departments before being
submitted. Depending on the investment scale and other factors, the proposed investment
projects must be submitted for approval based on different authority levels to the investment
committee, the Board, or the general meeting of shareholders for approval. After the review
and approval process, the investment and financing department handles the document
execution and closing for the investment and performs post-investment management. Our
Company will comply with the requirements under Chapter 14 of the Listing Rules for
acquisitions, disposals and other transactions after Listing.
Prepayments, other receivables and other asset
Our prepayments, other receivables and other assets primarily consist of (i) prepayments
for suppliers and (ii) other receivables and other assets. Other receivables and other assets
primarily represent receivables on behalf of clients for materials and equipment, deposits and
other prepaid tax. The following table sets forth our prepayments, other receivables and other
assets as of the dates indicated.
As of December 31,
As of
June 30,
2022 2023 2024 2025
(in RMB thousands)
Current
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,107 40,510 25,186 29,144
Loans to employees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,344 853 354 144
Other receivables and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118107,352 90,769 79,429 56,639
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(13,938) (15,034) (10,512) (11,135)
Total – current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118147,865 117,098 94,457 74,792
FINANCIAL INFORMATION
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--- page 414 ---
As of December 31,
As of
June 30,
2022 2023 2024 2025
(in RMB thousands)
Non-current
Other receivables and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,035 10,892 16,627 17,931
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 1,934
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(390) (865) (3,104) (3,032)
Total – non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,645 10,027 13,523 16,833
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118159,510 127,125 107,980 91,625
Our prepayments, other receivables and other assets were RMB159.5 million, RMB127.1
million, RMB108.0 million and RMB91.6 million as of December 31, 2022, 2023, and 2024
and June 30, 2025. The changes in prepayments, other receivables and other assets were mainly
the results of the changes in the current portion of prepayments, other receivables and other
assets. The current portion of prepayments decreased from RMB53.1 million as of December
31, 2022 to RMB40.5 million as of December 31, 2023, decreased to RMB25.2 million as of
December 31, 2024 mainly attributable to the transfer of prepayments to contract fulfillment
cost in connection with our acceptance of software and services procured from our suppliers
and slightly increased to RMB29.1 million as of June 30, 2025. The current portion of other
receivables and other assets decreased from RMB107.4 million as of December 31, 2022 to
RMB90.8 million as of December 31, 2023, decreased to RMB79.4 million as of December 31,
2024 and further decreased to RMB56.6 million as of June 30, 2025, mainly in relation to
decrease of payment on behalf of clients associated with the phase-out of our industry solutions
business.
As of August 31, 2025, RMB9.9 million, or approximately 9.4% of our prepayments,
other receivables and other assets as of June 30, 2025 had been subsequently settled. Upon
Listing, RMB4.0 million in non-trade receivables from a related party will remain unsettled.
This amount will be settled in accordance with the payment schedule under existing
arrangements. Considering that the RMB4.0 million loan amount is not significant to the Group
and the Group will have sufficient working capital without taking into account repayment of
this loan, the Company does not consider the outstanding amount to have any material impact
on the financial position of the Group or its financial sustainability after Listing. As the amount
under this loan is due to the Group, there is no concern on the financial independence of the
Company as a result of this loan. See also Note 40 to the Accountants’ Report in Appendix I
for more information.
FINANCIAL INFORMATION
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--- page 415 ---
Inventories
Our inventories primarily comprise (i) contract fulfillment cost in connection with
operational intelligence and industry solutions, including labor hours, outsourced services, and
purchased software and hardware, and, to a less extent, (ii) purchased goods mainly consisting
of hardware. Our inventories decreased from RMB320.7 million as of December 31, 2022 to
RMB254.1 million as of December 31, 2023, primarily due to the transfer of inventories to cost
of sales in connection with our revenue growth. Our inventories decreased from RMB254.1
million as of December 31, 2023 to RMB141.6 million as of December 31, 2024, primarily due
to the completion and acceptance of projects in the industry solutions business. Our inventories
decreased from RMB141.6 million as of December 31, 2024 to RMB106.2 million as of June
30, 2025, primarily due to the completion and acceptance of projects in the industry solutions
business and the decrease of customized services.
The following table sets forth our inventory turnover days:
For the Y ear Ended December 31,
For the Six
Months Ended
June 30,
2022 2023 2024 2025
Inventory turnover days (1) /H1118/H1118 146 144 108 80
Note:
1. Calculated using the average of opening balance and closing balance of the inventories for such period
divided by cost of sales for the relevant period and multiplied by the number of days during such period.
Our inventory turnover days decreased slightly from 146 days in 2022 to 144 days in
2023. For the year ended December 31, 2024, our inventory turnover days reached 108 days.
For the six months ended June 30, 2025, our inventory turnover days reached 80 days. The
decrease in inventory turnover days from 2022 to 2024 was in connection with the phasing out
of industry solutions. The decrease in inventory turnover days from December 31, 2024 to June
30, 2025 was primarily due to the decrease of customized services.
As of June 30, 2025, our inventories primarily consist of contract fulfillment costs
incurred to fulfill the performance obligations in connection with operational intelligence and
industry solutions, when and after the contracts are entered into, but before the services
thereunder are delivered to clients. In most cases, these inventories have a relatively long
delivery circle (sometimes more than one year), and we receive milestone payment in progress
with these projects. As of August 31, 2025, RMB20.1 million, or approximately 18.9% of our
inventories as of June 30, 2025 had been subsequently consumed or sold. We closely monitor
the status of contracts, and perform impairment testing on a case-by-case basis. Our Directors
believe the impairment provision of inventories is appropriate during the Track Record Period
based on our assessment.
FINANCIAL INFORMATION
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--- page 416 ---
The following is an aging analysis of our inventories as of the dates indicated:
As of December 31, As of June 30,
2022 2023 2024 2025
(in RMB thousands)
Inventories
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,786 128,820 91,256 61,600
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111897,558 49,514 31,020 19,953
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,513 59,099 24,654 28,439
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,800 46,899 24,785 28,642
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118355,657 284,332 171,715 138,634
Trade and bills receivables
Our trade receivables mainly represent payments receivable from clients. The following
table sets forth details of our trade and bills receivables as of the dates indicated:
As of December 31, As of June 30,
2022 2023 2024 2025
(in RMB thousands)
Trade and bills receivables
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118585,150 593,178 646,058 672,104
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(56,825) (71,635) (99,895) (111,886)
Bills receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118516 1,004 1,191 6,979
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118528,841 522,547 547,354 567,197
Our trade and bills receivables remained relatively stable at RMB528.8 million,
RMB522.5 million, RMB547.4 million and RMB567.2 million as of December 31, 2022, 2023
and 2024 and June 30, 2025, respectively.
Although we generally specify a credit period of one month extending up to five months
for major customers, in practice, some clients are provided with more flexible payment terms
(typically within one year). As of August 31, 2025, RMB149.6 million, or 22.0% of our trade
and bills receivables as of June 30, 2025 had been settled. We do not anticipate to have any
material recoverability issue with trade receivables primarily because (i) we assess our
customers’ credit quality carefully and regularly, taking into account their business
background, the general risks associated with their industries, their financial position, past
experience and other factors, (ii) our trade receivables are mainly due from a selected group
of customers with good credit profiles and no history of material defaults on their payment
obligations in the past, (iii) we have dedicated internal teams which are responsible for close
and regular monitoring of the credit profiles, operating and financial conditions of our
FINANCIAL INFORMATION
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--- page 417 ---
customers and taking appropriate proactive follow-up actions to ensure the customers’
payments are made as scheduled. Our Directors believe that most of our Company’s trade and
bills receivables are still within the normal collection cycle and the impairment provision of
trade and bills receivables is appropriate during the Track Record Period based on our
assessment.
The following is an aging analysis of our trade receivables as of the dates indicated:
As of December 31, As of June 30,
2022 2023 2024 2025
(in RMB thousands)
Trade receivables
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118462,479 455,867 471,108 484,118
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,546 55,879 63,738 63,169
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,300 9,797 11,317 12,931
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118528,325 521,543 546,163 560,218
The following table sets forth our trade and bills receivables turnover days for the periods
indicated, based on the date of services rendered and net of loss allowance:
For the Y ear Ended December 31,
For the Six
Months Ended
June 30,
2022 2023 2024 2025
Trade and bills receivables
turnover days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118156 131 141 158
Note:
(1) Calculated as the average of beginning and ending balance of trade and bills receivables for the period
divided by revenue for that period and multiplied by the number of days during such period.
Our trade and bills receivables turnover days were 156 days, 131 days and 141 days in
2022, 2023 and 2024, respectively. Our trade and bills receivables turnover days were 158 days
in the six months ended June 30, 2025. The changes in trade and bills receivables turnover days
from 2022 to 2023 was reflective of our revenue growth from 2022 to 2023, our tightened
credit term policies and enhanced collection effort. The increase in trade and bills receivable
turnover days from 2023 to 2024 was primarily due to the relatively lower revenue recognized
in 2024, partially affected by the longer recovery period of certain clients in industry solutions
business, in relation to the complex process and budget constraint of these clients. The increase
in trade and bills receivable turnover days from 2024 to the six months ended June 30, 2025
FINANCIAL INFORMATION
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--- page 418 ---
was mainly due to seasonal effects, as revenue in the first half of the year is less than in the
second half of the year, resulting in a shorter accounts receivable turnover period in the first
half of the year than in the full year.
Trade and bills payables
Our trade and bills payables remained relatively stable at RMB248.1 million and
RMB237.0 million as of December 31, 2022, and 2023, respectively. Our trade and bills
payables decreased from RMB237.0 million as of December 31, 2023 to RMB193.7 million as
of December 31, 2024, mainly due to our settlement of trade and bills payables in 2024 and
our reduced procurement of outsourcing services driven by our shift of focus on standardized
products. Our trade and bills payables remained relatively stable at RMB193.7 million and
RMB196.4 million as of December 31, 2024, and June 30, 2025, respectively.
As of August 31, 2025, RMB43.1 million, or 22.0% of our trade and bills payables as of
June 30, 2025 had been settled.
The following is an aging analysis of our trade and bills payables as of the dates indicated,
based on the date of service received:
As of December 31, As of June 30,
2022 2023 2024 2025
(in RMB thousands)
Trade and bills payables
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,354 198,480 154,734 145,852
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,536 10,255 18,037 24,279
Over 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,189 28,277 20,978 26,242
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118248,079 237,012 193,749 196,373
The following table sets forth our trade and bills payables turnover days for the periods
indicated:
For the Y ear Ended December 31,
For the Six
Months Ended
June 30,
2022 2023 2024 2025
Trade and bills payables
turnover days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118125 121 118 126
Note:
(1) Calculated as the average of beginning and ending balance of trade and bills payables for the period
divided by cost of sales for that period and multiplied by the number of days during such period.
FINANCIAL INFORMATION
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--- page 419 ---
Our trade and bills payables turnover days were 125 days, 121 days, and 118 days in
2022, 2023, and 2024, respectively. From 2022 to 2024, trade and bills payable turnover days
decreased primarily as we strengthened trade and bills payables settlement to secure a stable
supply chain for our operational intelligence products and solutions. Our trade and bills
payables turnover days increased to 126 days for the six months ended June 30, 2025, mainly
due to the extension of the credit term for bills payables.
Other payables and accruals
Other payables and accruals primarily represent (i) other payables, (ii) repurchase
consideration payable and (iii) payroll and welfare payables. The following table sets forth
details of other payables and accruals as of the dates indicated:
As of December 31, As of June 30,
2022 2023 2024 2025
(in RMB thousands)
Other payables and accruals
Other payables (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118143,867 138,658 87,426 71,608
Repurchase consideration
payable (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111873,229 68,277 58,445 58,203
Payroll and welfare payables /H1118/H1118135,172 84,087 77,839 56,701
Due to founder shareholders of
subsidiaries (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,510 23,191 21,470 14,676
Other taxes payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,438 26,785 24,334 22,791
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,090 14,140 12,250 13,300
Accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,331 12,253 4,580 4,214
Advances from the
investors (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 314,165 214 –
Option exercise payment (5) /H1118/H1118/H11184,351 4,558 4,745 4,738
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118424,988 686,114 291,303 246,231
Notes:
(1) Other payables mainly represent payables on behalf of clients for materials and equipment and rebates
payables.
(2) Repurchase consideration payable represents the balance of tax payments that were withheld and
remitted on behalf of exiting investors. As of the date of this document, these tax payments have been
filed with the tax authorities but are still pending final review. The settlement time is subject to the
requirements of the tax authorities. Because we do not rely on any external financing, guarantees, or
support from our shareholders or other parties to meet these obligations, the existence of any
outstanding repurchase consideration payable after the Listing will not affect our Company’s financial
independence.
(3) The amounts due to founder shareholders of subsidiaries represent consideration payables yet to be paid
to the original shareholders of the subsidiaries acquired by business combination, which are unsecured
and interest-free. The payment schedule has been mutually agreed upon with the original shareholders,
with a portion of the consideration expected to be settled after the Listing.
FINANCIAL INFORMATION
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--- page 420 ---
(4) Advances from the investors mainly represent the advanced payments received in connection with our
series F-2 and F-3 financing that closed in the first half of 2024.
(5) The option exercise payment refers to the advance payment made by an employee at the time of
departure to retain the rights for those vested portion of options. The amount will be fully settled in the
future upon the completion of share registration. Because we do not rely on any external financing,
guarantees, or support from our employees, the existence of any outstanding option exercise payment
after the Listing will not affect our Company’s financial independence.
(6) Except as disclosed in note (2), the non-trade amounts due to related parties were or will be settled
before the Listing.
Other payables and accruals were RMB425.0 million, RMB686.1 million and RMB291.3
million as of December 31, 2022, 2023 and 2024, respectively. As of June 30, 2025, we
recorded other payables and accruals of RMB246.2 million. We recorded payroll and welfare
payables of RMB135.2 million as of December 31, 2022, mainly in connection with the
severance to be paid to former employees as a result of the adjustment in our organizational
structure. Other payables and accruals increased from RMB425.0 million as of December 31,
2022 to RMB686.1 million as of December 31, 2023 and decreased from RMB686.1 million
as of December 31, 2023 to RMB291.3 million as of December 31, 2024, mainly due to the
advanced payments received in connection with series F-2 and F-3 financing in 2023, which
closed in 2024. Other payables and accruals decreased from RMB291.3 million as of December
31, 2024 to RMB246.2 million as of June 30, 2025, primarily due to a decrease in payroll and
welfare payables because of the payment of the 2024 performance bonus in 2025.
As of August 31, 2025, RMB30.9 million, or approximately 12.6% of other payables and
accruals as of June 30, 2025 had been subsequently settled.
Contract liabilities
Our contract liabilities arise from short-term advances received from clients in marketing
intelligence, operational intelligence and industry solutions businesses. The following table
sets forth our contract liabilities as of the dates indicated:
As of December 31, As of June 30,
2022 2023 2024 2025
(in RMB thousands)
Contract liabilities
Marketing intelligence
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,647 49,949 47,582 47,913
Operational intelligence
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118123,869 62,379 43,848 28,923
Industry solutions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118202,777 154,247 80,187 64,746
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118378,293 266,575 171,617 141,582
FINANCIAL INFORMATION
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--- page 421 ---
The decreases in contract liabilities from RMB378.3 million as of December 31, 2022 to
RMB266.6 million as of December 31, 2023, to RMB171.6 million as of December 31, 2024
and further to RMB141.6 million as of June 30, 2025 were primarily driven by the recognition
of revenue for industry solutions and the decrease in sales portion of customized services,
which are generally subject to advance payment terms.
As of August 31, 2025, RMB39.0 million, or approximately 27.6% of contract liabilities
as of June 30, 2025 had been subsequently recognized as revenue.
Other liabilities
Our other liabilities primarily represent liabilities in connection with forward contract and
put option liabilities. For details, see Note 33 to the Accountants’ Report included in Appendix
I to this document. The following table sets forth details of our other liabilities as of the dates
indicated:
As of December 31, As of June 30,
2022 2023 2024 2025
(in RMB thousands)
Other liabilities
Current
Forward contract liability /H1118/H1118175,094 – – –
Put option liabilities /H1118/H1118/H1118/H1118/H1118/H11183,474 11,349 23,846 25,639
Non-Current
Put option liability /H1118/H1118/H1118/H1118/H1118/H1118/H11186,478 – – –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118185,046 11,349 23,846 25,639
Our other liabilities were RMB185.0 million, RMB11.3 million, RMB23.8 million and
RMB25.6 million as of December 31, 2022, 2023 and 2024 and June 30, 2025, respectively.
In 2019, we established a non-wholly owned subsidiary with a business partner to expand
our operational intelligence business. We held 51% of the equity interests in the non-wholly
owned subsidiary. Pursuant to the relevant agreement, we had an obligation to purchase the
remaining 49% equity interests in the non-wholly owned subsidiary. In 2023, we entered into
a new agreement with the business partner, under which were further acquired an additional
15.5% equity interests in the non-wholly owned subsidiary and our obligation to purchase the
remaining non-controlling equity interests in the non-wholly owned subsidiary was released.
As a result, we did not record forward contract liability as of December 31, 2023, as of
December 31, 2024 and as of June 30, 2025.
FINANCIAL INFORMATION
–4 1 1–


--- page 422 ---
The put option liability was in conjunction with an equity transfer agreement between us
and a non-controlling shareholder of a subsidiary of our Group in 2021, under which the
non-controlling shareholder was entitled to certain compulsory sale of shares and redemption
rights exercisable at any time from the day after the third anniversary of the investment
completion date until an expiration date. At the time of the agreement, the compulsory sale and
redemption rights were classified as financial liabilities. As of December 31, 2023, these
financial liabilities had been reclassified from non-current to current on the second anniversary
of the investment completion date. On March 19, 2025, we and the non-controlling shareholder
entered into an agreement to extend the redemption date and compulsory sale date to the earlier
of (1) sixty days after the Listing and (2) July 31, 2026.
The following table sets forth certain of our key financial ratios as of the dates or for the
periods indicated:
As of/For the Y ear Ended December 31,
As of/For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
Gross profit margin (1) (%) /H1118/H1118 53.2 50.1 51.6 50.6 55.9
Operating (loss)/income
margin (2) (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(79.5) (14.4) (9.6) (15.0) 1.0
Adjusted operating
(loss)/profit margin (non-
HKFRS measure)
(3) (%) /H1118/H1118 (73.3) (8.1) 0.04 (7.5) 4.2
Current ratio (4) (%) /H1118/H1118/H1118/H1118/H1118/H111815.0 15.4 15.4 14.7
Gearing ratio (5)(%) /H1118/H1118/H1118/H1118/H1118/H111850.9 48.1 13.6 13.4
Notes:
(1) Gross profit margin is calculated by dividing gross profit for a period by total revenue for the same
period.
(2) Operating (loss)/income margin is calculated by dividing operating (loss)/income for a period by total
revenue for the same period.
(3) Adjusted operating (loss)/profit margin (non-HKFRS measure) is calculated by dividing adjusted
operating (loss)/profit (non-HKFRS measure) for a period by total revenue for the same period.
(4) Current ratio is calculated by dividing current assets by current liabilities as of the end of the period.
The current ratio was primarily impacted by the convertible redeemable preferred shares, warrants and
convertible notes, recorded under current liabilities and amounting to RMB7,561.9 million,
RMB7,314.1 million, RMB7,816.4 million and RMB7,991.3 million, as of December 31, 2022, 2023
and 2024 and as of June 30, 2025, respectively.
(5) Gearing ratio is calculated by dividing net debt by the sum of capital and net debt. Net debt includes
trade and bills payables, financial liabilities included in other payables and accruals, interest-bearing
bank and other borrowings and lease liabilities, less cash and cash equivalents and time deposits. Capital
includes the preferred shares, warrants and convertible notes, other liabilities and equity. For further
details, see Note 43 of the Accountants’ Report in Appendix I to this document.
FINANCIAL INFORMATION
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--- page 423 ---
LIQUIDITY AND CAPITAL RESOURCES
During the Track Record Period and up to the Latest Practicable Date, we funded our cash
requirements principally from proceeds from business operations, bank borrowings, and
preferred shares, warrants and convertible notes.
Our cash and cash equivalents primarily consist of cash at bank and cash in hand, as well
as short-term highly liquid deposits. Such short-term deposits have a maturity of generally
within three months that are readily convertible into known amounts of cash, subject to an
insignificant risk of changes in value and held for the purpose of meeting short-term cash
commitments. Our current cash and cash equivalents were RMB180.9 million, RMB294.9
million, RMB400.4 million and RMB360.6 million as of December 31, 2022, 2023 and 2024
and June 30, 2025, respectively.
The following table sets forth a summary of our cash flows for the periods indicated.
For the Y ear Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
(in RMB thousands)
(unaudited)
Net cash used in operating
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(561,053) (117,415) (27,917) (82,471) (11,409)
Net cash generated
from/(used in) investing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118167,708 36,085 20,639 37,206 (6,836)
Net cash generated
from/(used in) financing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,217 146,104 87,245 122,260 (16,197)
Net (decrease)/increase in
cash and cash equivalents /H1118 (368,128) 64,774 79,967 76,995 (34,442)
Cash and cash equivalents
at the beginning of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118443,736 180,931 294,915 294,915 400,370
Cash and cash equivalents
at the end of year/period /H1118 180,931 294,915 400,370 384,251 360,552
FINANCIAL INFORMATION
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Net cash used in operating activities
Net cash used in operating activities for the six months ended June 30, 2025 was
RMB11.4 million. The difference between net cash used in operating activities and the loss
before tax of RMB203.1 million was the result of non-cash items, which primarily consist of
(i) fair value losses on financial liabilities at fair value through profit or loss of RMB209.8
million and (ii) impairment of financial assets and contract assets of RMB17.4 million. The
amount was further adjusted by changes in working capital, including a decrease in other
payables and accruals of RMB36.5 million.
Net cash used in operating activities for the year ended December 31, 2024 was RMB27.9
million. The difference between net cash used in operating activities and the profit before tax
of RMB7.9 million was the result of non-cash items, which primarily consist of (i) fair value
gains on financial liabilities at fair value through profit or loss of RMB173.5 million;
(ii) share-based payment expenses of RMB106.6 million, (iii) depreciation of right-of-use
assets of RMB29.8 million, and (iv) depreciation of property and equipment of RMB26.8
million. The amount was further adjusted by changes in working capital, including (i) a
decrease in contract liabilities of RMB95.0 million, and (ii) a decrease in trade and bills
payables of RMB42.4 million, partially offset by a decrease in inventory of RMB108.8 million.
Net cash used in operating activities in 2023 was RMB117.4 million. The difference
between net cash used in operating activities and the profit before tax of RMB320.4 million
was the result of non-cash items, which primarily consist of (i) fair value gains on financial
liabilities at fair value through profit or loss of RMB584.1 million, (ii) share-based payment
expenses of RMB85.8 million, (iii) depreciation of property and equipment of RMB44.0
million, (iv) depreciation of right-of-use assets of RMB30.9 million, (v) finance costs of
RMB33.3 million and (vi) impairment of financial assets and contract assets of RMB16.5
million. The amount was further adjusted by changes in working capital, including (i) a
decrease in contract liabilities of RMB106.5 million and (ii) a decrease in other payables and
accruals of RMB60.4 million, partially offset by (i) a decrease in inventory of RMB63.5
million and (ii) a decrease in prepayments, other receivables and other assets of RMB27.9
million.
Net cash used in operating activities in 2022 was RMB561.1 million. The difference
between net cash generated from operating activities and the profit before tax of RMB1,622.1
million was the result of non-cash items, which primarily consist of (i) fair value gains on
financial liabilities at fair value through profit or loss of RMB2,810.5 million, (ii) depreciation
of right-of-use assets of RMB87.9 million, (iii) depreciation of property and equipment of
RMB80.3 million, (iv) share-based payment expenses of RMB71.5 million, (v) loss on disposal
of property and equipment of RMB43.8 million, (vi) impairment of financial assets and
contract assets of RMB26.5 million, (vii) impairment loss of intangible assets of RMB39.2
million, (viii) finance costs of RMB34.6 million, and (ix) amortization of intangible assets of
RMB60.5 million. The amount was further adjusted by changes in working capital, including
FINANCIAL INFORMATION
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--- page 425 ---
(i) decrease in prepayments, and other receivables and other assets of RMB369.5 million (ii)
increase in trade and bills payables of RMB41.7 million, partially offset by decrease in other
payables and accruals of RMB231.2 million.
In the future, we expect to improve our net operating cash outflow position by taking
advantage of (i) our continued revenue growth by expanding our products and solutions and
strengthening our loyal and quality client base, (ii) our optimization of costs and expenses,
including our enhanced R&D efficiency, and (iii) our improved working capital efficiency. For
details on how we plan to drive revenue growth, see “—Business Sustainability—Expanding
Revenue Scale.” For details on how we plan to optimize costs and expenses, see “—Business
Sustainability—Enhancing Our Operating Leverage.” In addition, we expect to improve our
accounts receivable collection by assigning specific individuals and clear timelines for
collections, implementing an automated reminder system to speed up collections and reduce
bad debt risk, and aligning expenditures with collections through formulating monthly plans to
avoid funding gaps.
Net cash generated from/(used in) investing activities
Net cash used in investing activities for the six months ended June 30, 2025 was RMB6.8
million, primarily due to cash outflow arising from acquisition of subsidiaries of RMB6.8
million.
Net cash generated from investing activities for the year ended December 31, 2024 was
RMB20.6 million, primarily due to a release of pledged deposits and restricted cash of
RMB684.3 million, partially offset by payments for pledged deposits and restricted cash of
RMB659.9 million.
Net cash generated from investing activities in 2023 was RMB36.1 million, primarily
attributable to a release of pledged deposits and restricted cash of RMB684.0 million, partially
offset by payments for pledged deposits and restricted cash of RMB659.9 million.
Net cash generated from investing activities in 2022 was RMB167.7 million, primarily
attributable to a release of pledged deposits and restricted cash of RMB547.0 million and
proceeds from disposals of financial assets at fair value through profit or loss of RMB59.5
million, partially offset by payments for pledged deposits and restricted cash of RMB448.0
million.
FINANCIAL INFORMATION
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Net cash generated from/(used in) financing activities
Net cash used in financing activities for the six months ended June 30, 2025 was
RMB16.2 million, primarily due to (i) principal portion of lease payments of RMB12.0 million,
and (ii) interest paid of RMB3.3 million.
Net cash generated from financing activities for the year ended December 31, 2024 was
RMB87.2 million, primarily due to (i) new bank and other loans of RMB1,181.9 million and
(ii) proceeds from preferred shares and convertible notes of RMB221.4 million, partially offset
by repayment of bank and other loans of RMB1,259.9 million.
Net cash generated from financing activities in 2023 was RMB146.1 million, primarily
attributable to new bank and other loans of RMB1,324.3 million and advances from the
investors of RMB314.2 million, partially offset by repayment of bank and other loans of
RMB1,495.1 million.
Net cash generated from financing activities in 2022 was RMB25.2 million, primarily
attributable to new bank and other loans of RMB695.2 million, partially offset by (i) repayment
of bank and other loans of RMB565.5 million, (ii) principal portion of lease payments of
RMB80.8 million, and (iii) interest paid of RMB18.9 million.
INDEBTEDNESS
The table below sets forth a breakdown of our indebtedness as of the dates indicated:
As of December 31,
As of
June 30,
As of
August 31,
2022 2023 2024 2025 2025
(in RMB thousands)
(unaudited)
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118584,839 303,866 231,200 231,150 217,400
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,568 48,112 47,431 36,085 32,027
Preferred shares and warrants
and convertible notes /H1118/H1118/H1118/H11187,561,903 7,314,124 7,816,400 7,991,292 7,929,225
Other payables due to related
parties (non-trade) /H1118/H1118/H1118/H1118/H1118/H1118761 15,090 5,838 5,079 5,039
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,177,071 7,681,192 8,100,869 8,263,606 8,183,691
FINANCIAL INFORMATION
– 416 –


--- page 427 ---
Borrowings
Other than our operating cash flow, we also finance our working capital using bank loans
and other borrowings. As of August 31, 2025, the latest date for determining our indebtedness,
the aggregate balance of our borrowings was RMB217.4 million.
The following table sets forth the breakdown of our borrowings as of the dates indicated:
As of December 31,
As of
June 30,
As of
August 31,
2022 2023 2024 2025 2025
(in RMB thousands)
(unaudited)
Borrowings
Bank borrowings, unsecured /H1118 73,000 5,723 1,750 1,750 80,000
Bank borrowings, secured /H1118/H1118297,537 283,312 229,450 229,400 137,400
Borrowings from a
shareholder, unsecured /H1118/H1118/H111848,892 14,831 – – –
Borrowings from a
shareholder, secured /H1118/H1118/H1118/H1118/H1118139,293 ––––
Other borrowings, secured /H1118/H1118 26,117 ––––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118584,839 303,866 231,200 231,150 217,400
As of December 31, 2022, 2023 and 2024 and June 30, 2025, we had total borrowings of
RMB584.8 million, RMB303.9 million, RMB231.2 million and RMB231.2 million,
respectively. Our borrowings were primarily used to finance our working capital requirements
during the Track Record Period and up to August 31, 2025. Certain of our secured bank
borrowings were guaranteed by Mr. Wu, our executive Director, through either personal or
corporate guarantees. Our Directors confirmed that no consideration was payable or will be
payable to Mr. Wu for the provision of such guarantees. As of the Latest Practicable Date, there
were no outstanding loans or guarantees provided by, or granted to, Mr. Wu to/from the Group.
As of the Latest Practicable Date, there were no outstanding guarantees provided by any
minority shareholders of the Company’s subsidiaries to the Group.
During the Track Record Period, our bank borrowings were denominated in RMB and
bear effective interest rates in the range of 2.7% to 5.0% per annum. Our borrowing from
shareholders were denominated in RMB and United States dollar and bear effective interest
rates in the range of 5% to 8.5%. See Note 30 to the Accountants’ Report included in Appendix
I to this document for further details. As of August 31, 2025, we had five outstanding loan
facilities with commercial banks amounting to RMB375.2 million for working capital purpose,
pursuant to which we were granted loan facilities of RMB240.0 million, RMB100.0 million,
RMB17.3 million, RMB15.0 million and RMB2.9 million respectively. Among these loan
facilities, we utilized RMB217.4 million and had committed unutilized banking facilities of
RMB157.8 million as of August 31, 2025. Our Directors confirmed that, during the Track
Record Period and up to the Latest Practicable Date, there has been no material covenant
breach and we did not experience difficulties in obtaining bank and other borrowings.
FINANCIAL INFORMATION
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--- page 428 ---
Lease liabilities
Our lease liabilities mainly arise from our lease of office space. The following table sets
forth our lease liabilities as of the dates indicated:
As of December 31,
As of
June 30,
As of
August 31,
2022 2023 2024 2025 2025
(in RMB thousands)
(unaudited)
Lease liabilities
Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,114 28,395 22,456 18,340 16,293
Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,454 19,717 24,975 17,745 15,734
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,568 48,112 47,431 36,085 32,027
We entered into a new lease agreement in connection with office space in Beijing in the
beginning of 2023, which led to an increase in total lease liabilities from RMB29.6 million as
of December 31, 2022 to RMB48.1 million as of December 31, 2023.
Preferred shares, warrants and convertible notes
Our preferred shares had a fair value of RMB7,493.4 million as of December 31, 2022,
RMB6,909.8 million as of December 31, 2023, RMB7,816.4 million as of December 31, 2024,
RMB7,991.3 million as of June 30, 2025 and RMB7,929.2 million as of August 31, 2025. Our
warrants had a fair value of RMB68.5 million as of December 31, 2022, RMB60.8 million as
of December 31, 2023, nil as of December 31, 2024, nil as of June 30, 2025 and nil as of
August 31, 2025. We had outstanding convertible notes with a fair value of nil as of December
31, 2022, RMB343.5 million as of December 31, 2023, nil as of December 31, 2024, nil as of
June 30, 2025 and nil as of August 31, 2025. For further information regarding our preferred
shares, warrants and convertible notes, see Note 32 to the Accountants’ Report included in
Appendix I to this document.
All warrants and convertible notes had been converted into preferred shares of our
Company by the end of 2024. Save as disclosed above, from June 30, 2025 to the Latest
Practicable Date, we did not issue or repurchase any preferred shares, warrants or convertible
notes.
FINANCIAL INFORMATION
– 418 –


--- page 429 ---
Other payables due to related parties (non-trade)
Our non-trade other payables due to related parties mainly arise from repurchase
consideration payable and advances from the investors. As of August 31, 2025, the latest date
for determining our indebtedness, the balance of non-trade other payables due to related parties
(non-trade) was RMB5.0 million, which represents the repurchase consideration payable due
to related parties.
We recorded an increase in non-trade other payables due to related parties from RMB0.8
million as of December 31, 2022 to RMB15.1 million as of December 31, 2023, and a decrease
to RMB5.8 million as of December 31, 2024, which was mainly due to the F-2 and F-3
financing. The investors of our series F-2 and F-3 financing made advanced payments in 2023,
and the balance was settled upon the closing of series F-2 and F-3 financing in 2024.
No other outstanding indebtedness
Save as discussed in this section, we did not have any material mortgages, charges,
debentures, loan capital, debt securities, loans, bank overdrafts or other similar indebtedness,
finance lease or hire purchase commitments, liabilities under acceptances (other than normal
trade bills), or acceptance credits, which are either guaranteed, unguaranteed, secured or
unsecured, or other material contingent liabilities as of August 31, 2025, the most recent
practicable date for determining our indebtedness.
Our Directors confirmed that we had no material defaults in payment of loans and trade
and non-trade payables during the Track Record Period and up to the date of this document,
and there is no material change in our indebtedness since August 31, 2025 and up to the date
of this document.
CONTINGENT LIABILITIES
As of the Latest Practicable Date, we did not have any material contingent liabilities.
CAPITAL EXPENDITURES
Our capital expenditures are primarily incurred for (i) purchases of property and
equipment and (ii) purchases of intangible assets.
FINANCIAL INFORMATION
– 419 –


--- page 430 ---
The following table sets forth details of our capital expenditures for the periods
presented:
For the Y ear Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
(in RMB thousands)
(unaudited)
Purchases of property and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(16,888) (15,228) (9,929) (2,753) (2,835)
Proceeds from disposal of
property and equipment /H1118/H1118 4,541 801 626 10 –
Purchases of intangible
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(50) (977) (378) (266) –
Proceeds from disposal of
other intangible assets /H1118/H1118/H1118 – 2 9–––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,397) (15,375) (9,681) (3,009) (2,835)
During the Track Record Period, we funded these expenditures primarily with our
operating cash flow and cash generated from financing activities. We intend to fund our future
capital expenditures with our existing cash balance and proceeds from the Global Offering. See
“Future Plans and Use of Proceeds” for more details. We may reallocate the fund to be utilized
on capital expenditure and long-term investments based on our ongoing business needs.
CONTRACTUAL OBLIGATIONS
Commitments
Our capital commitments are related to contracted, but not provided for capital
contribution payable to joint ventures and capital contribution payable to associates. The
following table sets forth our capital commitments as of the dates indicated:
As of December 31, As of June 30,
2022 2023 2024 2025
(in RMB thousands)
Contracted, but not provided
for:
Investments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,722 39,722 38,861 36,883
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,722 39,722 38,861 36,883
FINANCIAL INFORMATION
– 420 –


--- page 431 ---
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
As of the Latest Practicable Date, we had not entered into any off-balance sheet
arrangements.
MATERIAL RELATED PARTY TRANSACTIONS
Parties are considered to be related if one party has the ability, directly or indirectly, to
control the other party, or exercise significant influence over the other party in making
financial and operating decisions. We enter into transactions with our related parties from time
to time. For a discussion of our related party transactions, see Note 40 to the Accountants’
Report in Appendix I to this document.
Our Directors believe that our transactions with the related parties during the Track
Record were conducted in the normal course of business and on an arm’s length basis, and they
did not distort our results of operations or make our historical results not reflective of our
future performance.
FINANCIAL RISK DISCLOSURE
We are exposed to a variety of financial risks, including foreign currency risk, credit risk
and liquidity risk. Our overall risk management program focuses on the unpredictability of
financial markets and seeks to minimize potential adverse effects on our financial performance.
Risk management is carried out by the Broad of Directors.
Foreign currency risk
Our Group mainly operates in Mainland China with most of our monetary assets,
liabilities and transactions principally denominated in RMB and U.S. dollar. We have not used
any derivative to hedge our exposure to foreign currency risk.
We incurred foreign exchange losses, net of RMB114.6 million, RMB21.4 million and
RMB16.8 million in 2022, 2023 and 2024, respectively. We incurred foreign exchange loss, net
of RMB6.8 million, as compared to foreign exchange gains, net of RMB2.4 million in the six
months ended June 30, 2024 and 2025, respectively. The exchange gains or losses arose from
the translation of monetary assets, liabilities, and transactions denominated in U.S. dollar into
RMB.
We recorded currency translation differences of the Company in other comprehensive loss
amounting to RMB441.7 million, RMB57.7 million and RMB46.3 million in 2022, 2023 and
2024, respectively. We recorded currency translation differences of the Company in other
comprehensive income amounting to RMB19.1 million and RMB12.5 million in the six months
ended June 30, 2024 and 2025, respectively. We recorded currency translation differences of
the Group’s subsidiaries in other comprehensive loss amounting to RMB226.1 million,
RMB47.1 million and RMB43.5 million in 2022, 2023 and 2024, respectively. We recorded
FINANCIAL INFORMATION
– 421 –


--- page 432 ---
currency translation differences of the Group’s subsidiaries in other comprehensive income
amounting to loss of RMB53.5 million and gains of RMB14.8 million in the six months ended
June 30, 2024 and 2025, respectively. The currency translation differences were due to the
fluctuations of U.S. dollar/RMB exchange rate. For details, see “Risk Factors—Risks Relating
to Doing Business in the Country Where We Primarily Operate—Fluctuations in exchange rates
may result in foreign currency exchange losses and may have a material adverse effect on your
investment in our Shares.” Please refer to Note 43 of the Accountants’ Report in Appendix I
to this document for details.
Credit risk
Our Group trades only with recognized and creditworthy third parties. It is our Group’s
policy that all clients who wish to trade on credit terms are subject to credit verification
procedures. In addition, receivable balances are monitored on an ongoing basis and our
Group’s exposure to bad debts is not significant. Our credit risk mainly arises from trade and
bills receivables. The carrying amounts of each financial asset represent our maximum
exposure to credit risk in relation to financial assets. For further details in relation to credit
risks, see Note 43 to the Accountants’ Report in Appendix I to this document.
Liquidity risk
Our Group monitors and maintains a level of cash and cash equivalents deemed adequate
by the management of our Group to finance the operations and mitigate the effects of
fluctuations in cash flows. As of December 31, 2022, 2023 and 2024, we recorded net current
liabilities of RMB7,964.0 million, RMB7,465.5 million and RMB7,385.1 million, respectively.
As of June 30, 2025, we recorded net current liabilities of RMB7,542.6 million. We generated
net cash outflows from operating activities amounting to RMB561.1 million, RMB117.4
million and RMB27.9 million for the years ended December 31, 2022, 2023 and 2024,
respectively. We generated net cash outflows from operating activities amounting to RMB82.5
million and RMB11.4 million in the six months ended June 30, 2024 and 2025, respectively.
Our policy is to regularly monitor our liquidity risk and to maintain adequate liquid assets such
as cash and cash equivalents and term deposits or to retain adequate financing arrangements to
meet our liquidity requirements.
Capital management
The primary objectives of our Group’s capital management are to safeguard our ability to
continue as a going concern and to maintain healthy capital ratios in order to support our
business and maximize shareholders’ value.
We manage our capital structure and make adjustments to it in light of changes in
economic conditions and the risk characteristics of the underlying assets. To maintain or adjust
the capital structure, we may adjust the return capital to shareholders or issue new shares. We
are not subject to any externally imposed capital requirements. No changes were made in the
objectives, policies or processes for managing capital during the Track Record Period.
FINANCIAL INFORMATION
– 422 –


--- page 433 ---
DIVIDEND
We are an exempted company registered under the laws of the Cayman Islands. As a
result, the payment and amount of any future dividend will also depend on the availability of
dividends received from our subsidiaries. PRC laws require foreign-invested enterprises to set
aside at least 10% of their after-tax profits every year, if any, as the statutory common reserves
until these reserves have reached 50% of the registered capital of the enterprise, which are not
available for distribution as cash dividends. Dividend distribution to our shareholders is
recognized as a liability in our financial statements in the period in which the dividends are
approved by our Board.
We currently do not have a formal dividend policy or a predetermined dividend payout
ratio. Any future determination to pay dividends will be made at the discretion of our Directors
and may be based on a number of factors, including our future operations and earnings, capital
requirements and surplus, general financial condition, contractual restrictions and other factors
that our Directors may deem relevant. As advised by our Cayman Islands counsel, under
Cayman Islands law, a Cayman Islands company may pay a dividend out of either profits or
share premium account, provided that in no circumstances may a dividend be declared or paid
if this would result in our Company being unable to pay its debts as they fall due in the ordinary
course of business. Investors should not purchase our shares with the expectation of receiving
cash dividends. We did not declare or pay any dividends on our shares during the Track Record
Period and we do not anticipate paying any cash dividends in the foreseeable future.
DISTRIBUTABLE RESERVES
As of June 30, 2025, we did not have any distributable reserves.
WORKING CAPITAL SUFFICIENCY CONFIRMATION
Taking into account our financial resources on hand, the anticipated cash flows to be
generated from our operations, and the estimated net proceeds we expect to receive from the
Global Offering, our Directors are of the view that we will have available sufficient working
capital to meet our present requirements and for at least the next twelve months from the date
of this document.
LISTING EXPENSES
Based on the Offer Price of HK$141.00 per share, the gross proceeds of the Company’s
Global Offering are expected to be approximately HK$1,017.9 million, assuming the
Over-allotment Option is not exercised and no additional Shares are issued pursuant to the
Share Incentive Plans. Under such basis, the total estimated listing expenses is expected to be
approximately HK$115.7 million, which accounts for approximately 11.4% of the gross
proceeds of the Company’s Global Offering. Underwriting-related listing expenses, including
underwriting fees and incentive fees, are expected to amount to approximately HK$40.7
million. In addition, non-underwriting-related listing expenses are expected to amount to
FINANCIAL INFORMATION
– 423 –


--- page 434 ---
approximately HK$75.0 million, which accounts for approximately 7.4% of the gross proceeds
of the Company’s Global Offering, assuming the Over-allotment Option is not exercised.
Among such non-underwriting-related listing expenses, HK$55.6 million is expected to be
incurred in connection with fees and expenses of legal advisors and accountants and HK$19.3
million is expected to be incurred in connection with other fees and expenses. The Company
believes that the abovementioned fees and expenses to be incurred in relation to the Company’s
Global Offering are in line with market standards for global offerings of similar size and none
of them is unusually high.
An aggregate amount of RMB53.4 million was charged to our consolidated statements of
profit or loss as of June 30, 2025 and RMB10.7 million was charged to our consolidated
statements of profit or loss for the six months ended June 30, 2025. We estimate that an
additional amount of RMB11.6 million will be charged to our consolidated statements of profit
or loss for the year ended December 31, 2025. The balance of approximately RMB40.6 million,
which mainly includes underwriting-related listing expenses, is expected to be accounted for
as a deduction from equity upon the completion of the Global Offering.
UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET
TANGIBLE ASSETS ATTRIBUTABLE TO OWNERS OF OUR COMPANY
The following is an illustrative statement of the unaudited pro forma adjusted
consolidated net tangible assets which has been prepared in accordance with Rule 4.29 of the
Listing Rules for the purpose of illustrating the effect of the Global Offering as if it had taken
place on June 30, 2025 and based on the consolidated net tangible liabilities attributable to
equity holders of our Company as of June 30, 2025 as shown in the Accountants’ Report, the
text of which is set out in Appendix I to this document, and adjusted as described below.
The unaudited pro forma statement of adjusted consolidated net tangible assets has been
prepared for illustrative purposes only and, because of its hypothetical nature, it may not give
a true picture of the consolidated net tangible assets of us had the Global Offering been
completed as of June 30, 2025 or at any future dates.
Consolidated net
tangible liabilities
of our Group
attributable to
owners of our
Company as of
June 30, 2025
Estimated net
proceeds from
the Global
Offering
Estimated
impact related to
the conversions
of Preferred
Shares into Class
A ordinary
shares upon
Listing
Unaudited
pro forma adjusted
consolidated net
tangible assets
attributable to
the owners of our
Company as of
June 30, 2025
Unaudited pro forma adjusted
consolidated net tangible assets
per Share
RMB’000 RMB’000 RMB’000 RMB’000 RMB HK$
(Note 1) (Note 2) (Note 3) (Note 4) (Note 5)
Based on an Offer
Price of HK$141.00
per Share /H1118/H1118/H1118/H1118/H1118/H1118(7,397,651) 877,156 7,991,292 1,470,797 10.19 11.16
FINANCIAL INFORMATION
– 424 –


--- page 435 ---
Notes:
(1) The consolidated net tangible liabilities attributable to the owners of our Company as of June 30, 2025
is extracted from the Accountant’s Report set forth in Appendix I to this document, which is based on
the consolidated net liabilities attributable to the owners of our Company of RMB6,602,570,000 as of
June 30, 2025 with adjustments for the goodwill of RMB754,823,000 and other intangible assets of
RMB40,258,000 as of June 30, 2025.
(2) The estimated net proceeds from the Global Offering are based on estimated Offer Price of HK$141.00
per Offer Share, after deduction of the estimated underwriting fees and other related expenses of our
Group (excluding RMB53,380,000 which had been charged to the consolidated statements of profit or
loss up to June 30, 2025), without taking into account any shares which may be issued upon the exercise
of the Over-allotment Option.
(3) Upon the Listing and the completion of the Global Offering, all the preferred shares issued by our
Company will be automatically converted into Class A ordinary shares. Upon conversion, these
preferred shares will be reclassified from liabilities to equity.
(4) The unaudited pro forma adjusted consolidated net tangible assets per share are on the basis that
144,378,361 shares are in issue, assuming the Global Offering, the conversion of the preferred shares
had been completed on June 30, 2025, without taking into account the exercise of the Over-allotment
Option.
(5) For the purpose of this unaudited pro forma adjusted consolidated net tangible assets, the balance stated
in Renminbi is converted into Hong Kong dollars at a rate of HK$1.00 to RMB0.91305. No
representation is made that Renminbi has been, could have been or may be converted to Hong Kong
dollars, or vice versa, at that rate.
(6) Except as disclosed above, no adjustment has been made to reflect any trading results or other
transactions of our Group entered into subsequent to June 30, 2025.
NO MATERIAL ADVERSE CHANGE
After performing sufficient due diligence work which our Directors consider appropriate
and after due and careful consideration, the Directors confirm that, up to the date of this
document, there has been no material adverse change in our financial or trading position or
prospects since June 30, 2025, which is the end date of the periods reported on in the
Accountants’ Report included in Appendix I to this document, and there is no event since June
30, 2025 that would materially affect the information as set out in the Accountants’ Report
included in Appendix I to this document.
DISCLOSURE UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES
Our Directors confirm that, as of the Latest Practicable Date, there was no circumstance
that would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing
Rules.
FINANCIAL INFORMATION
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--- page 436 ---
CONTROLLING SHAREHOLDERS
Immediately after the completion of the Global Offering (subject to the Assumptions), Mr.
Wu, our Founder, Chairman of the Board, executive Director and Chief Executive Officer, will
be, through the group of Controlling Shareholders, interested in and will control an aggregate
of 14,835,491 Class B Shares (through Mine Mine International Limited, which is ultimately
beneficially owned by Mr. Wu), and will control the voting rights of 431,996 Class A Shares
(through Zhuhai Hengqin Minglue Wanxiang Equity Investment Enterprise (Limited
Partnership), which in turn is beneficially interested in by Mr. Dongsheng Fu as to 99.54% and
Mr. Wu as to 0.46%, and in which Mr. Wu is the general partner). These 15,267,487 Shares
controlled by the group of Controlling Shareholders represent approximately 10.57% of our
total issued Shares, and will be entitled to exercise approximately 53.54% of the voting rights
of our issued Shares in general meetings (except for resolutions with respect to the Reserved
Matters, in relation to which each Share is entitled to one vote).
Mr. Wu (i) holds 14,835,491 Class B Shares through Mine Mine International Limited
which is owned as to (a) 97% by Equation Holding Limited, the holding vehicle wholly-owned
by Equation Trust, a family trust established by Mr. Wu as the settlor and protector, Vistra Trust
(Singapore) Pte. Limited as the trustee, and Market Pro Holdings Limited (a wholly-owned
company of Mr. Wu) as the sole beneficiary; and (b) 3% by Market Pro Holdings Limited; and
(ii) is able to control the voting rights of 431,996 Class A Shares through Zhuhai Hengqin
Minglue Wanxiang Equity Investment Enterprise (Limited Partnership), in which Mr. Wu is the
general partner. Therefore Mr. Wu, Mine Mine International Limited, Equation Holding
Limited, Market Pro Holdings Limited, and Zhuhai Hengqin Minglue Wanxiang Equity
Investment Enterprise (Limited Partnership) will constitute a group of Controlling
Shareholders of our Company upon Listing.
Although each Class B Share ultimately held by Mr. Wu through Mine Mine International
Limited is entitled to 10 voting rights, Mr. Wu has offered to voluntarily restrict the exercise
of the voting rights attached to all of his then-held Class B Shares (through Mine Mine
International Limited) up to an amount equal to 30% of the total voting rights of the Company
(excluding treasury shares if any) for any resolution proposed at a general meeting of the
Company (other then the Reserved Matters) during the first 4 years after Listing. “Share
Capital—Weighted V oting Right Structure—V oluntary WVR V oting Restriction” for more
information.
See the section headed “Share Capital—Weighted V oting Rights Structure” for details of
the weighted voting rights attached to the Class B Shares.
Separately, Mr. Wu is the sole director of iTop Limited, an employee share incentive
platform, which holds 1,557,397 Class A Shares, representing approximately 1.08% and 0.56%
of the total issued Shares and voting rights of the Company, respectively, immediately upon
Listing (subject to the Assumptions). iTop Limited is an employee share incentive platform that
is wholly-owned by Mininglamp EBIT iTop Trust, which is managed by the trustee, Vistra
Trust (Hong Kong) Limited, which in turn, acts in accordance with the instructions of the
RELATIONSHIP WITH THE CONTROLLING SHAREHOLDERS
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Company (which in turn will act in accordance with the instructions of the 91 option grantees).
Although Mr. Wu is currently the director of iTop Limited, Mr. Wu does not control the
composition of the board of directors of iTop Limited. The ultimate beneficiaries of iTop
Limited are 91 employees of the Group (which does not include Mr. Wu) that were granted
options pursuant to a share incentive plan of the Company’s subsidiary. None of the 91
employee grantees is a connected person of the Company and none of them is interested in 30%
or more of iTop Limited. The 91 option grantees will pass their instructions with respect to
their interested portion of the underlying shares held by iTop Limited through the Company to
the trustee. As none of the options have been exercised as at the Latest Practicable Date, the
option grantees are not entitled to exercise the voting rights or deal in the shares of iTop
Limited that represent their options. For clarity, Mr. Wu does not control the shares held by
iTop Limited, and neither Mr. Wu nor the Company can act contrary to the instructions of or
agreement with the 91 option grantees. Based on the above, iTop Limited is not part of the
group of Controlling Shareholders. For more information on iTop Limited and its outstanding
options, see “Statutory and General Information—Share Incentive Plans—2020 Plan.”
Our Group operates independently of our Controlling Shareholders. Apart from their
interest in our Company, our Controlling Shareholders do not currently have any interest in a
business that competes or is likely to compete, either directly or indirectly, with our Group’s
business.
INDEPENDENCE FROM CONTROLLING SHAREHOLDERS
Having considered the following factors, our Directors are satisfied that we are capable
of carrying on our business independently from our Controlling Shareholders and its close
associates after the Listing.
Management Independence
Our business is managed and conducted by our Board and senior management. Upon
Listing, our Board will consist of eight Directors comprising four executive Directors, one
non-executive Directors and three independent non-executive Directors. For more information,
please see the section headed “Directors and Senior Management.”
Our Directors consider that our Board and senior management will function
independently of our Controlling Shareholders because:
(a) each Director is aware of their fiduciary duties as a director which require, among
others, that they act for the benefit and in the interest of our Company and do not
allow any conflict between their duties as a Director and their personal interests;
(b) our daily management and operations are carried out by a senior management team,
all of whom 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
interests of our Group;
RELATIONSHIP WITH THE CONTROLLING SHAREHOLDERS
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(c) we have three independent non-executive Directors and certain matters of our
Company must always be referred to the independent non-executive directors for
review;
(d) in the event that there is a potential conflict of interest arising out of any transaction
to be entered into between our Group and our Directors or their respective
associates, the interested Director(s) is(are) required to declare the nature of such
interest before voting at the relevant Board meeting; and
(e) we have adopted other corporate governance measures to manage conflicts of
interest, if any, between our Group and our Controlling Shareholders, as detailed in
the section headed “—Corporate Governance Measures.”
Based on the above, our Directors believe that our business is managed independently of
our Controlling Shareholders.
Operational Independence
Our Group is not operationally dependent on the Controlling Shareholders. Our Company
(through our subsidiaries) holds all relevant licenses and owns all relevant intellectual
properties and research and development facilities necessary to carry on our business. We have
sufficient capital, facilities, equipment and employees to operate our business independently
from our Controlling Shareholders. We also have independent access to our clients and an
independent management team to operate our business.
Based on the above, our Directors believe that we are able to operate independently of our
Controlling Shareholders.
Financial Independence
We have independent internal control and accounting systems. We also have an
independent finance department responsible for discharging the treasury function. We are
capable of obtaining financing from third parties, if necessary, without reliance on our
Controlling Shareholders.
Based on the above, our Directors are of the view that they and our senior management
are capable of carrying on our business independently of, and do not place undue reliance, on
our Controlling Shareholders and its close associates after the Listing.
DISCLOSURE UNDER RULE 8.10 OF THE LISTING RULES
Our Controlling Shareholders confirm that as of the Latest Practicable Date, they did 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 that would require disclosure under
Rule 8.10 of the Listing Rules.
RELATIONSHIP WITH THE CONTROLLING SHAREHOLDERS
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CORPORATE GOVERNANCE MEASURES
Our Company and our Directors are committed to upholding and implementing the
highest standards of corporate governance and recognize the importance of protecting the
rights and interests of all Shareholders, including the rights and interests of our minority
Shareholders.
In light of this, the Company has established a nomination committee and a corporate
governance committee pursuant to Rule 8A.30 which has adopted terms of reference consistent
with Code Provision D.3.1 of Appendix C1 to, and Rule 8A.30 of, the Listing Rules. For
information on the members of these two committees, see the section headed “Directors and
Senior Management.” The primary duties of the nomination committee and the corporate
governance committee are to ensure that the Company is operated and managed for the benefit
of all shareholders and to ensure the Company’s compliance with the Listing Rules and
safeguards relating to its WVR structure.
Under the Articles of Association, extraordinary general meetings of the Company may
be convened on the written requisition of any one or more members holding, as at the date of
deposit of the requisition, in aggregate shares representing not less than one-tenth of the paid
up capital of the Company which carry the right of voting at general meetings of the Company.
In addition, pursuant to the Shareholder communication policy to be adopted by the Company
upon Listing, Shareholders are encouraged to put governance related matters to the Directors
and to the Company directly in writing.
We will also adopt the following corporate governance measures to resolve actual or
potential conflict of interests between our Group and our Controlling Shareholders:
(a) where a Shareholders’ meeting is held pursuant to the Listing Rules to consider
proposed transactions or arrangements in which our Controlling Shareholders or any
of their associates have a material interest, our Controlling Shareholder(s) shall
abstain from voting and their votes shall not be counted;
(b) our Company has established internal control mechanisms to identify connected
transactions, and we will comply with the applicable Listing Rules if we enter into
connected transactions with our Controlling Shareholders or any of their associates
after Listing;
(c) the independent non-executive Directors will review, on an annual basis, whether
there is any conflict of interests between our Group and our Controlling
Shareholders (the “ Annual Review ”) and provide impartial and professional advice
to protect the interests of our minority Shareholders;
(d) our Controlling Shareholders will undertake to provide all information necessary or
requested by the independent non-executive Directors for the Annual Review,
including all relevant financial, operational and market information;
RELATIONSHIP WITH THE CONTROLLING SHAREHOLDERS
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(e) our Company will disclose decisions on matters reviewed by the independent
non-executive Directors either in its annual reports or by way of announcements as
required by the Listing Rules;
(f) where our Directors reasonably request the advice of independent professionals,
such as financial advisers, the appointment of such independent professionals will
be made at our Company’s expense;
(g) we have appointed Somerley Capital Limited as our compliance advisor to provide
advice and guidance to us in respect of compliance with the applicable laws and
regulations, as well as the Listing Rules, including various requirements relating to
corporate governance; and
(h) we have established our audit committee, remuneration committee, nomination
committee, and corporate governance committee, with written terms of reference in
compliance with the Listing Rules and the Code of Corporate Governance and
Corporate Governance Report in Appendix C1 to the Listing Rules.
Based on the above, our Directors believe that sufficient corporate governance measures
have been put in place to manage conflicts of interest between our group and our Controlling
Shareholders, and to protect minority Shareholders’ interests after the Listing.
RELATIONSHIP WITH THE CONTROLLING SHAREHOLDERS
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Pursuant to Chapter 14A of the Listing Rules, the transactions that we enter into with our
connected persons will constitute connected transactions upon the Listing. Upon Listing, the
following transactions between us and our connected persons will constitute our continuing
connected transactions under Chapter 14A of the Listing Rules.
OUR CONNECTED PERSONS
The table below sets forth the party who will become our connected person upon the
Listing and who has entered into certain transactions with us which will constitute our
continuing connected transactions following the Listing:
Name Connected Relationship
Tencent Cloud Computing (Beijing) Co.,
Ltd. (“ Tencent Cloud Beijing ”);
Shenzhen Tencent Industrial
V enture Capital Co., Ltd. (“ Tencent
Industrial ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiaries of Tencent, one of our
substantial shareholders (Tencent controls
approximately 25.96% of the total issued
Shares upon Listing, subject to the
Assumptions and without taking into account
the indicative allocations set out in
“Cornerstone Investors”)
Huansheng Information Technology
(Shanghai) Co., Ltd. (“ Huansheng ”) /H1118/H1118/H1118
Substantial shareholder at subsidiary level of
our Group (Huansheng holds 36% of the
equity interest in Shanghai Mingsheng Pinzhi
Artificial Intelligence Technology Co., Ltd.
(“Mingsheng Pinzhi ”), our subsidiary)
SUMMARY OF OUR CONTINUING CONNECTED TRANSACTIONS
We have entered into the following transactions that will constitute continuing connected
transactions under Rule 14A.31 of the Listing Rules upon the Listing:
Proposed annual cap for
the years ending December 31,
(RMB in million)
Transaction
Applicable
Listing Rule Waiver sought 2025 2026 2027
Non-exempt continuing connected transactions
1. Tencent
Intelligence
Services
Framework
Agreement /H1118/H1118/H1118/H1118
Rule 14A.35
Rule 14A.36
Rule 14A.105
Announcement
and independent
shareholders’
approval,
circular
80.0 86.0 93.0
CONNECTED TRANSACTIONS
– 431 –


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Proposed annual cap for
the years ending December 31,
(RMB in million)
Transaction
Applicable
Listing Rule Waiver sought 2025 2026 2027
Partially-exempt continuing connected transactions
2. Tencent Technical
Services
Procurement
Framework
Agreement /H1118/H1118/H1118/H1118
Rule 14A.35
Rule 14A.76(2)
Rule 14A.105
Announcement 55.0 67.0 81.0
3. Huansheng
Intelligence
Services
Framework
Agreement /H1118/H1118/H1118/H1118
Rule 14A.35
Rule 14A.101
Rule 14A.105
Announcement 300.0 300.0 300.0
NON-EXEMPT CONTINUING CONNECTED TRANSACTION
Tencent Intelligence Services Framework Agreement
On October 14, 2025, we entered into an intelligence services sales framework agreement
with Tencent Cloud Beijing (the “ Tencent Intelligence Services Framework Agreement ”) to
regulate the provision of intelligence services (“ Tencent Intelligence Services CCT ”),
including but not limited to (i) marketing intelligence services, such as advertising campaign
monitoring services, media expenditure optimization services, social media public opinion
insight services, customer system and platform function development, software licensing and
system maintenance services; (ii) operational intelligence services, such as IT system
intelligent monitoring, management and operation and maintenance services; and (iii) industry
solutions services, such as product sales, system development and overall solution issuance, by
our Group to Tencent Cloud Beijing (for itself and on behalf of the Represented Tencent
Group
1).
The initial term of the Tencent Intelligence Services Framework Agreement will
commence on the Listing Date and end on December 31, 2027. Subject to compliance with the
Listing Rules and applicable laws and regulations, the Tencent Intelligence Services
Framework Agreement may be renewed upon mutual consent by the parties. Separate
1 The “Represented Tencent Group” refers to Tencent, its subsidiaries and consolidated affiliated entities, but
excluding China Literature Limited (a company listed on the Stock Exchange with stock code: 772), and
Tencent Music Entertainment Group (a company listed on the Stock Exchange with stock code: 1698 and the
New Y ork Stock Exchange with stock symbol: TME), and their respective subsidiaries and consolidated
affiliated entities.
CONNECTED TRANSACTIONS
– 432 –


--- page 443 ---
underlying agreements will be entered into which will set out the precise scope of services,
service fees calculation, method of payment and other details of the service arrangement in the
manner provided in the Tencent Intelligence Services Framework Agreement.
Reasons for the transaction
The Represented Tencent Group is a leading technology company in the PRC, which has
demand for intelligence services. We are a leading provider of data intelligence application
software in the PRC and we provide intelligence application software to a large number of
enterprises, advertising agencies, and media platforms in the PRC (which includes the
Represented Tencent Group).
Pricing policies
Depending on the services provided by our Group, the service fee charged by our Group
in relation to the provision of intelligence services will be determined based on (i) the amount
of media placement spent by the client multiplied by a certain rate, or usage such as exposure
and clicks, multiplied by a fixed unit price; or (ii) cost-plus approach, factoring in the costs
including labor, cabinet bandwidth, cloud services, and outsourced technical services plus a
reasonable profits.
Historical amounts and proposed annual caps
The historical transaction amounts in relation to the provision of intelligence services by
our Group to the Represented Tencent Group over the Track Record Period are set out below:
Historical transaction amount for the Track Record Period (in RMB million)
Y ear ended
December 31, 2022
Y ear ended
December 31, 2023
Y ear ended
December 31, 2024
Six months ended
June 30, 2025
36.9 38.6 26.4 26.0
The fluctuation in the historical transaction amounts for this transaction is largely due to
the volatile nature (at present) of the industry solutions business due to the relative infancy of
this overall industry.
CONNECTED TRANSACTIONS
– 433 –


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The following table sets forth the proposed annual caps for the services fee to be received
by our Group under the Tencent Intelligence Services Framework Agreement:
Proposed annual caps for the three years ending December 31, (in RMB million)
2025 2026 2027
80.0 86.0 93.0
The proposed annual caps are based on: (i) the transaction amount of existing orders on
hand that may be recorded over 2025-2027 financial years; and (ii) marketing intelligence
services that will continue in the 2025 financial year with an estimated 8% annual sales growth
rate (based on management projections and historical growth rates of these types of services).
Listing Rules implications
Since the highest of the applicable percentage ratios calculated under Chapter 14A of the
Listing Rules is expected to exceed 5%, the provision of intelligence services by our Group to
the Represented Tencent Group under the Tencent Intelligence Services Framework Agreement
will, upon Listing, constitute continuing connected transactions of the Company subject to the
annual reporting requirement under Rules 14A.49 and 14A.71 of the Listing Rules, the
announcement requirement under Rule 14A.35 of the Listing Rules and the independent
Shareholders’ approval requirement under Rule 14A.36 of the Listing Rules.
PARTIALLY-EXEMPT CONTINUING CONNECTED TRANSACTIONS
Tencent Technical Services Procurement Framework Agreement
On October 14, 2025, we entered into a technical service procurement framework
agreement with Tencent Cloud Beijing (the “ Tencent Technical Services Procurement
Framework Agreement ”) to regulate the procurement of technical services (“ Tencent
Procurement CCT ”), including but not limited to the cloud services and technical services
such as WeCom external contact service and conversation content archiving function, by our
Group from Tencent Cloud Beijing (for itself and on behalf of the Represented Tencent Group).
The initial term of the Tencent Technical Services Procurement Framework Agreement
will commence on the Listing Date and end on December 31, 2027. Subject to compliance with
the Listing Rules and applicable laws and regulations, the Tencent Technical Services
Procurement Framework Agreement may be renewed upon mutual consent by the parties.
Separate underlying agreements will be entered into which will set out the precise scope of
services, service fees calculation, method of payment and other details of the service
arrangement in the manner provided in the Tencent Technical Services Procurement
Framework Agreement.
CONNECTED TRANSACTIONS
– 434 –


--- page 445 ---
Reasons for the transaction
There are limited choices of cloud service providers in the PRC, taking into the
specifications and price competitiveness of the cloud services required by our Group. The
Represented Tencent Group is a leading integrated service provider for a wide range of cloud
services and technical services in the PRC and is able to provide reliable and cost-efficient
services. Taking into account the wide spectrum of cloud services and technical services
required for our operation, we believe that obtaining such services from one single integrated
service provider, namely the Represented Tencent Group, is our best available option and will
be able to reduce unnecessary additional costs incurred in seeking such services from different
service providers. We therefore entered into the Tencent Technical Services Procurement
Framework Agreement to govern any cloud services and technical services to be provided by
the Represented Tencent Group to us.
Pricing policies
Before entering into any technical service agreement pursuant to the Tencent Technical
Services Procurement Framework Agreement, we will assess our needs and compare the
service fee rates proposed by the Represented Tencent Group with the rates offered by other
competent service providers. We will only enter into a service agreement with the Represented
Tencent Group when the service fee rates are in line with or lower than the market rates and
the agreement is in the best interests of our Company and our Shareholders as a whole.
Historical amounts and proposed annual caps
The historical transaction amounts in relation to the procurement of technical services
from the Represented Tencent Group over the Track Record Period are set out below:
Historical transaction amount for the Track Record Period (in RMB million)
Y ear ended
December 31, 2022
Y ear ended
December 31, 2023
Y ear ended
December 31, 2024
Six months ended
June 30, 2025
30.2 28.1 29.0 15.2
The following table sets forth the proposed annual caps for the services fee to be paid by
our Group under the Tencent Technical Services Procurement Framework Agreement:
Proposed annual caps for the three years ending December 31, (in RMB million)
2025 2026 2027
55.0 67.0 81.0
CONNECTED TRANSACTIONS
– 435 –


--- page 446 ---
The 2025 annual cap is based on: (i) an estimated 50% demand increase on top of the
2024 transaction amount for procurements used towards model deployment and data storage
for product development to enrich our product mix (being around RMB45 million of the 2025
annual cap allocated); and (ii) the remainder of the 2025 annual cap is allocated for
procurements used towards R&D for training models. The 2026 and 2027 annual caps are based
on an expected approximately 21-22% annual demand growth for procurements, with this
growth rate based on the estimated future industry growth rate for the marketing intelligence
application software market and operational intelligence application software market in China,
being at an estimated CAGR of between 20-25% over 2023 to 2028, as further explained in the
Frost & Sullivan Report described in the “Industry Overview” section.
Listing Rules implications
Since the highest of the applicable percentage ratios calculated under Chapter 14A of the
Listing Rules is expected to be more than 0.1% but less than 5% the procurement of technical
services by our Group from the Represented Tencent Group under the Tencent Technical
Services Procurement Framework Agreement will, upon Listing, constitute continuing
connected transactions of the Company subject to the annual reporting requirement under
Rules 14A.49 and 14A.71 of the Listing Rules and the announcement requirement under Rule
14A.35 of the Listing Rules.
Huansheng Intelligence Services Framework Agreement
On October 15, 2025, we entered into an intelligence services framework agreement with
Huansheng (the “ Huansheng Intelligence Services Framework Agreement ”) to regulate the
provision of intelligence services (“ Huansheng Intelligence Services CCT ”), including but
not limited to (i) marketing intelligence services, such as systems and services related to media
expenditure optimization; and (ii) operational intelligence services, such as systems and
services related to smart store operation management, online transactions, IT intelligent
operation and maintenance, franchise management, by our Group to Huansheng (for itself and
on behalf of its affiliates).
The initial term of the Huansheng Intelligence Services Framework Agreement will
commence on the Listing Date and end on December 31, 2027. Subject to compliance with the
Listing Rules and applicable laws and regulations, the Huansheng Intelligence Services
Framework Agreement may be renewed upon mutual consent by the parties. Separate
underlying agreements will be entered into which will set out the precise scope of services,
service fees calculation, method of payment and other details of the service arrangement in the
manner provided in the Huansheng Intelligence Services Framework Agreement.
CONNECTED TRANSACTIONS
– 436 –


--- page 447 ---
Reasons for the transaction
Huansheng and its affiliates are subsidiaries of a restaurant group with substantial
operations in China, which has demand for intelligence services. We are a leading provider of
data intelligence application software in the PRC and we provide intelligence services to a
large number of enterprises (including Huansheng and its affiliates), advertising agencies, and
media platforms in the PRC.
Pricing policies
Pursuant to the Huansheng Intelligence Services Framework Agreement, depending on
the services provided by our Group, the service fee charged by our Group in relation to the
provision of intelligence services will be determined based on the type, complexity, labor,
overall workload and other specific requirements in relation to the services provided.
Historical amounts and proposed annual caps
The historical transaction amounts in relation to the provision of the relevant intelligence
services by our Group to Huansheng and its affiliates over the Track Record Period are set out
below:
Historical transaction amount for the Track Record Period (in RMB million)
Y ear ended
December 31, 2022
Y ear ended
December 31, 2023
Y ear ended
December 31, 2024
Six months ended
June 30, 2025
151.4 356.6 267.0 121.5
The increase in the historical transaction amounts is primarily due to the Company
obtaining control (and consolidating the financials into the Group’s account) of Mingsheng
Pinzhi in May 2022, which resulted in the increase in the accounting recognition of related
party transaction amounts for this transaction.
The following table sets forth the proposed annual caps for the services fee to be received
by our Group in relation to the provision of intelligence solutions by our Group to Huansheng
and its affiliates pursuant to the Huansheng Intelligence Services Framework Agreement:
Proposed annual caps for the three years ending December 31, (in RMB million)
2025 2026 2027
300.0 300.0 300.0
CONNECTED TRANSACTIONS
– 437 –


--- page 448 ---
The proposed annual caps for this transaction are based on the average transaction amount
recorded in the 2023 and 2024 financial years.
Listing Rules implications
The Directors (including the independent non-executive Directors) have approved the
transaction and confirmed that the terms of the Huansheng Intelligence Services CCT are on
normal commercial terms or better, are fair and reasonable, and in the interests of the Company
and its Shareholders as a whole. As the highest applicable percentage ratio calculated for the
purpose of Chapter 14A of the Listing Rules, for each of the three years ending December 31,
2027 is expected to be 1% or more, and the transaction is with a connected person at the
subsidiary level, pursuant to Rule 14A.101 of the Listing Rules, the transaction is exempt from
the circular and independent shareholders’ approval requirements, but subject to the
announcement and annual reporting requirements under Chapter 14A of the Listing Rules.
W AIVERS
On the basis of the above, with respect to each of the Tencent Intelligence Services CCT,
the Tencent Procurement CCT, and the Huansheng Intelligence Services CCT, we have applied
to, and the Stock Exchange has granted us, a waiver under Rule 14A.105 of the Listing Rules
from strict compliance with the announcement, circular and independent Shareholders’
approval requirements under the Listing Rules, on the conditions that:
(a) the total transaction amounts for each of the three years ending December 31, 2027
will not exceed the relevant annual caps for that corresponding year disclosed
above;
(b) our independent non-executive Directors and the auditor of our Company will
review whether the transaction has been entered into pursuant to the principal terms
and pricing policies under the governing agreement and as disclosed above. The
confirmation from our independent non-executive Directors will be disclosed
annually according to the requirements of the Listing Rules; and
(c) apart from the announcement, independent shareholders’ approval and circular
requirements (where appropriate) for which a waiver is sought, we will comply with
the applicable requirements under Chapter 14A of the Listing Rules.
DIRECTORS’ CONFIRMATION
Our Directors (including independent non-executive Directors) are of the view that: (i)
the continuing connected transactions set out above have been and will be entered into in our
ordinary and usual course of business on normal commercial terms or better, on terms that are
fair and reasonable, and in the interests of our Company and our Shareholders as a whole; and
(ii) the proposed annual caps (if any) of the continuing connected transactions are fair and
reasonable and in the interests of our Company and our Shareholders as a whole.
CONNECTED TRANSACTIONS
– 438 –


--- page 449 ---
SOLE SPONSOR’S CONFIRMATION
Based on the documentation and data provided by the Company and participation in the
due diligence and discussion with the Company, the Sole Sponsor is of the view that: (i) the
continuing connected transactions set out above have been and will be entered into in the
Company’s ordinary and usual course of business on normal commercial terms or better, on
terms that are fair and reasonable, and in the interest of the Company and its Shareholders as
a whole; and (ii) the proposed annual caps (if any) of the continuing connected transactions are
fair and reasonable and in the interest of the Company and the Shareholders as a whole.
POTENTIAL FUTURE CONNECTED TRANSACTION
In connection with our subsidiary Wuhan Y eying Technology Co., Ltd. (“ Wuhan
Y eying”), Mininglamp Software, its direct holding shareholder and a subsidiary of our
Company, and Tencent Industrial, Wuhan Y eying’s other remaining shareholder, entered into a
shareholder’s agreement on December 5, 2024 and as subsequently amended from time to time
(“Wuhan Y eying SHA ”). Tencent Industrial is an associate of Tencent and upon Listing will
become a connected person of the Company at the issuer level. As at the Latest Practicable
Date, Mininglamp Software and Tencent Industrial controls Wuhan Y eying as to 88.67% and
11.33%, respectively.
Under the Wuhan Y eying SHA, Wuhan Y eying has granted a put option to Tencent
Industrial, pursuant to which Tencent Industrial may at its discretion require Wuhan Y eying or
Mininglamp Software to acquire all or part of Tencent Industrial’s equity interest in Wuhan
Y eying for cash at a purchase price calculated as the aggregate of (i) any declared dividends
unpaid to Tencent Industrial, and (ii) the total investment amount paid by Tencent Industrial for
its equity interest plus a pre-specified annual interest amount (and for the avoidance of doubt,
if part and not all of Tencent Industrial’s equity interest is subject to the exercise, the purchase
price will be adjusted in proportion to the exercised portion). The put option may be exercised
between October 13, 2024 and October 12, 2026, or upon the occurrence of certain specified
events (such as a breach of specific agreement clauses that are not rectified by the specified
time), provided that if Listing occurs by June 30, 2026, upon exercise of the put option, the
Company may settle the put option within 60 days after the Listing Date or the exercise date
(which is later).
The Company will comply with the requirements of the Listing Rules (as applicable) and
make further announcements as appropriate after Listing on any further developments in
respect of this potential transaction.
CONNECTED TRANSACTIONS
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AUTHORIZED AND ISSUED SHARE CAPITAL
The following is a description of our authorized share capital and the amount in issue and
to be issued as fully paid or credited as fully paid immediately prior to and following
completion of the Global Offering, subject to the Assumptions.
Share capital as at the date of this document
Authorized Share Capital
Number Description of share
Aggregate
nominal value
396,711,689 ordinary share with a par value of
US$0.001 each
US$396,711.70
103,288,311 Pre-IPO Preferred Share with a par value of
US$0.001 each
US$103,288.30
500,000,000 Shares in total US$500,000.00
Issued, fully paid, or credited to be fully paid
Number Description of share
Aggregate
nominal value
27,740,714 ordinary share with a par value of
US$0.001 each
US$27,740.70
103,288,311 Pre-IPO Preferred Share with a par value of
US$0.001 each
US$103,288.30
131,029,025 Shares in total US$131,029.00
SHARE CAPITAL
– 440 –


--- page 451 ---
Share capital immediately following completion of the Global Offering
Authorized share capital
Number Description of share
Aggregate
nominal value
400,000,000 Class A Share US$400,000.00
100,000,000 Class B Share US$100,000.00
500,000,000 Shares in total US$500,000.00
Issued, fully paid, or credited to be fully paid
Number Description of share
Aggregate
nominal value
122,323,870 Class A Share in issue (Note) US$122,323.87
14,835,491 Class B Share in issue US$14,835.49
7,219,000 Class A Share to be issued pursuant to the
Global Offering
US$7,219.00
144,378,361 Shares in total US$144,378.36
Note: Each Preferred Share shall be converted into Class A Share at the then effective conversion price applicable
to each series of Preferred Shares immediately prior to the completion of the Global Offering.
Ranking
The Offer Shares are Class A Shares and shall rank equally with all Class A Shares
currently in issue and to be issued as mentioned in this document and, in particular, will rank
equally for all dividends and other distributions declared, made or paid on the Shares in respect
of a record date which falls after the date of this document.
SHARE CAPITAL
– 441 –


--- page 452 ---
WEIGHTED VOTING RIGHTS STRUCTURE
WVR structure
Our Company is proposing to adopt a weighted voting rights structure effective
immediately prior to Listing. Under this structure, our Company’s share capital will comprise
Class A Shares and Class B Shares. Each Class B Share will entitle the holder to exercise ten
votes, and each Class A Share will entitle the holder to exercise one vote, on any resolution
tabled at our Company’s general meetings, except for resolutions with respect to the Reserved
Matters, in relation to which each Share is entitled to one vote.
The Reserved Matters are:
(a) any amendment to the Memorandum or Articles, including the variation of the rights
attached to any class of shares;
(b) the appointment, election or removal of any independent non-executive Director;
(c) the appointment or removal of our Company’s auditors; and
(d) the voluntary liquidation or winding-up of our Company.
In addition, Shareholders, including holders of Class A Shares, holding not less than
one-tenth of the paid up capital of our Company that carries the right of voting at general
meetings (i.e. on a one vote per share basis) are entitled to convene an extraordinary general
meeting of our Company and add resolutions to the meeting agenda.
For further details, see the summary of the Articles of Association in Appendix III.
The table below sets out the ownership and voting rights controlled by the WVR
Beneficiary upon completion of the Global Offering:
Number of
shares
Approximate
% of issued
share
capital (1)
Approximate
% of voting
rights (1)(2)
Effective
voting power
under
Voluntary
WVR Voting
Restriction (2)(3)
Class A Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118431,996 0.30% 0.16% 0.20%
Class B Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,835,491 10.28% 53.38% 39.16%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,267,487 10.58% 53.54% 39.36%
SHARE CAPITAL
– 442 –


--- page 453 ---
Notes:
(1) Subject to the Assumptions. For more information on these interests, see the section headed “Statutory
and General Information—Disclosure of Interests” in Appendix IV .
(2) Class B Shares entitle the Shareholder to exercise ten votes per share and Class A Shares entitle the
Shareholder to exercise one vote per share, except for resolutions with respect to the Reserved Matters
for which each Share entitles each Shareholder to exercise one vote per share.
(3) This is for illustration purposes only and calculated based on the total issued shares immediately upon
Listing as set out in “— Authorized and Issued Share Capital — Share Capital Immediately Following
Completion of the Global Offering — Issued, fully paid, or credited to be fully paid” and excludes the
voting rights attached to Class B Shares that would abstain from voting under the V oluntary WVR
V oting Restriction. For more information on the V oluntary WVR V oting Restriction, see “— V oluntary
WVR V oting Restriction” below.
Class B Shares may be converted into Class A Shares on a one to one ratio. Upon the
conversion of all the issued and outstanding Class B Shares into Class A Shares, our Company
will issue 14,835,491 Class A Shares, representing approximately 10.28% of the total number
of issued and outstanding Class A Shares immediately after the Global Offering (subject to the
Assumptions and in the event that all Class B Shares are subsequently converted to Class A
Shares).
The weighted voting rights attached to our Class B Shares will cease when the
Beneficiary no longer has beneficial ownership of any of our Class B Shares, in accordance
with Rule 8A.22 of the Listing Rules. This may occur:
1. upon the occurrence of any of the circumstances set out in Rule 8A.17 of the Listing
Rule, in particular where the WVR Beneficiary is: (1) deceased; (2) no longer a
member of our Board; (3) deemed by the Stock Exchange to be incapacitated for the
purpose of performing his duties as a director; or (4) deemed by the Stock Exchange
to no longer meet the requirements of a director set out in the Listing Rules;
2. when the holder of Class B Shares has transferred to another person the beneficial
ownership of, or economic interest in, all of the Class B Shares or the voting rights
attached to them, other than in the circumstances permitted by Rule 8A.18 of the
Listing Rule;
3. where a vehicle holding Class B Shares on behalf of a WVR Beneficiary no longer
complies with Rule 8A.18(2) of the Listing Rule; or
4. when all of the Class B Shares have been converted to Class A Shares.
Save for the weighted voting rights attached to Class B Shares, the rights attached to all
classes of Shares are identical. For further information about the rights, preferences, privileges
and restrictions of the Class A Shares and Class B Shares, see the section headed “Summary
of the Constitution of the Company and Cayman Islands Company Law—Summary of the
Constitution of the Company—Articles of Association” in Appendix III for further details.
SHARE CAPITAL
– 443 –


--- page 454 ---
WVR Beneficiary
Immediately upon the completion of Global Offering, the WVR Beneficiary will be Mr.
Wu. Mr. Wu will beneficially own 14,835,491 Class B Shares, representing approximately
53.38% of the voting rights in our Company (subject to the Assumptions) with respect to
shareholder resolutions relating to matters other than the Reserved Matters. Mr. Wu will hold
these Class B Shares through Mine Mine International Limited which is owned as to (i) 97%
by Equation Holding Limited, the holding vehicle wholly-owned by Equation Trust, a family
trust established by Mr. Wu as the settlor and protector, Vistra Trust (Singapore) Pte. Limited
as the trustee, and Market Pro Holdings Limited (a wholly-owned company of Mr. Wu) as the
sole beneficiary; and (ii) 3% by Market Pro Holdings Limited. Separately, Mr. Wu will also
control 431,996 Class A Shares, representing approximately 0.16% of the voting rights in our
Company immediately upon Listing (subject to the Assumptions), due to his position as a
general partner of Zhuhai Hengqin Minglue Wanxiang Equity Investment Enterprise (Limited
Partnership). Additionally, Mr. Wu is the sole director of iTop Limited, an employee share
incentive platform, which holds 1,557,397 Class A Shares, representing approximately 0.56%
of the voting rights in our Company immediately upon Listing (subject to the Assumptions).
Our Company is adopting the WVR structure to enable the WVR Beneficiary to exercise
voting control over our Company notwithstanding that the WVR Beneficiary does not hold a
majority economic interest in the share capital of our Company. This will enable our Company
to benefit from the continuing vision and leadership of the WVR Beneficiary who will control
our Company with a view to its long-term prospects and strategy.
Prospective investors are advised to be aware of the potential risks of investing in
companies with WVR structure, in particular that interests of the WVR Beneficiary may not
necessarily always be aligned with those of our Shareholders as a whole, and that the WVR
Beneficiary will be in a position to exert significant influence over the affairs of our Company
and the outcome of shareholders’ resolutions, irrespective of how other Shareholders vote.
Prospective investors should make the decision to invest in our Company only after due and
careful consideration. For further information about the risks associated with the WVR
structure adopted by our Company, please refer to the section headed “Risk Factors—Risks
Relating to our WVR Structure” of this document.
Undertakings by the WVR Beneficiary
Pursuant to Rule 8A.43 of the Listing Rules, the WVR Beneficiary is required to give a
legally enforceable undertaking to our Company that he will comply with the relevant
requirements as set out in Rule 8A.43 of the Listing Rules, which is intended to be for the
benefit of and enforceable by the Shareholders. On September 26, 2025, Mr. Wu made an
undertaking pursuant to Rule 8A.43 of the Listing Rules to our Company (the “ Undertaking ”),
that for so long as he is a WVR Beneficiary:
(1) he shall comply with (and, if the shares to which the weighted voting rights that he
is beneficially interested in are attached are held through a limited partnership, trust,
private company or other vehicle, use his best endeavors to procure that that limited
SHARE CAPITAL
– 444 –


--- page 455 ---
partnership, trust, private company or other vehicle complies with) all applicable
requirements under Rules 8A.09, 8A.14, 8A.15, 8A.17, 8A.18, and 8A.24 of the
Listing Rules from time to time in force (the “ Requirements ”); and
(2) he shall use his best endeavors to procure that our Company complies with all
applicable Requirements.
For the avoidance of doubt, the Requirements are subject to Rule 2.04 of the Listing
Rules. The WVR Beneficiary acknowledged and agreed that the Shareholders rely on the
Undertaking in acquiring and holding their Shares. The WVR Beneficiary acknowledged and
agreed that the Undertaking is intended to confer a benefit on our Company and all
Shareholders and may be enforced by our Company and/or any Shareholder against the WVR
Beneficiary.
The Undertaking shall automatically terminate upon the earlier of (i) the date of delisting
of our Company from the Stock Exchange; and (ii) the date on which the relevant WVR
Beneficiary ceases to be a beneficiary of weighted voting rights in our Company. For the
avoidance of doubt, the termination of the Undertaking shall not affect any rights, remedies,
obligations or liabilities of our Company and/or any Shareholder and/or the relevant WVR
Beneficiary himself that have accrued up to the date of termination, including the right to claim
damages and/or apply for any injunction in respect of any breach of the Undertaking which
existed at or before the date of termination.
The Undertaking shall be governed by the laws of Hong Kong and all matters, claims or
disputes arising out of the Undertaking shall be subject to the exclusive jurisdiction of the
courts of Hong Kong.
Voluntary WVR Voting Restriction
Mr. Wu recognizes the great trust and responsibility shareholders have placed in him as
the WVR Beneficiary.
As the Company transitions to a publicly listed company in Hong Kong, Mr. Wu
recognizes that the Company will have new stakeholders onboarding (in particular, retail
investors in Hong Kong) and Mr. Wu acknowledges that the first 4 years after Listing (the
“Undertaking Period ”) is a particularly important period for the Company to navigate the
interests of new investors, particularly minority investors.
SHARE CAPITAL
– 445 –


--- page 456 ---
To assist the Company transition over the Undertaking Period, and in particular, to
encourage greater Shareholder participation at general meetings and to enhance the effective
voting weight of other Shareholders at general meetings, Mr. Wu, in his capacity as the WVR
Beneficiary, has voluntarily offered:
(a) that during the Undertaking Period (i.e., for the first 4 years after Listing), for any
ordinary resolution proposed at a general meeting of the Company (other than the
Reserved Matters), Mr. Wu (through Mine Mine International Limited) will exercise
the voting rights attached to all of its then-held Class B Shares up to an amount
equal to 30% of the total voting rights of the Company (excluding treasury shares
if any) on the date of such general meeting (being the V oluntary WVR V oting
Restriction); and
(b) for so long as Class B Shares are in issue, the WVR shareholder (i.e., Mine Mine
International Limited) will convert all of its then-held Class B Shares to Class A
Shares on a one-to-one ratio if any of the following events occur:
(i) Mr. Wu ceases to act in at least one of the following positions: the Chairperson
of the Board or the chief executive officer of the Company;
(ii) Mr. Wu ceases to be interested in, directly or indirectly, at least 3% of the total
economic interest of the Company (excluding treasury shares if any); or
(iii) Mr. Wu has materially violated a material written policy of the Group, as
conclusively and unanimously resolved by the Board (excluding Mr. Wu).
For the avoidance of doubt, any remaining voting rights attached to the Class B Shares
not used under the V oluntary WVR V oting Restriction will be considered an abstained vote, and
such abstained votes will not be taken into account in the denominator of the voting results of
the relevant resolution considered at the general meeting.
For illustration purposes only, based on the total number of issued Class A Shares and
Class B Shares immediately upon Listing (as set out in “—Authorized and Issued Share
Capital—Share Capital Immediately Following the Global Offering”), the effective voting
power of the Class B Shares held by the WVR Beneficiary under the V oluntary WVR V oting
Restriction would be 39.16% and the effective voting rights of the Class A Shares in aggregate
would be 60.84%, at a general meeting of the Company, which excludes the voting rights
attached to Class B Shares that would abstain from voting under the V oluntary WVR V oting
Restriction. For more information on the WVR Beneficiary’s shares and effective voting
power, see “— WVR Structure” above.
The above are reflected in the Articles of Association at Articles 3.2 and 3.8, and are in
addition to the undertaking given by the WVR Beneficiary to the Company in accordance with
Rule 8A.43 of the Listing Rules and the other requirements set out in the Articles of
Association in accordance with Rule 8A.44 of the Listing Rules.
SHARE CAPITAL
– 446 –


--- page 457 ---
POTENTIAL CHANGES TO SHARE CAPITAL
Circumstances under which general meeting and class meeting are required
Our Company may by ordinary resolution (i) increase its share capital by the creation of
new shares; (ii) consolidate and divide all or any of its share capital into shares of a larger
amount than its existing shares; (iii) cancel any shares which at the date of the passing of the
resolution have not been taken or agreed to be taken by any person; and (iv) sub-divide its
shares or any of them into shares of smaller amount. In addition, our Company may by special
resolution reduce its share capital or any capital redemption reserve subject to any conditions
prescribed by the Cayman Companies Act.
See “Summary of the Constitution of the Company and Cayman Islands Company
Law—Summary of the Constitution of the Company—Articles of Association—Alteration of
capital” in Appendix III for further details.
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 for in the terms of issue of the shares of that class) may, subject to the
provisions of the Cayman Companies Act, be varied or abrogated only with (in addition to a
special resolution to amend the Memorandum or the Articles) the consent in writing of the
holders of not less than three-fourths in nominal value of the issued shares of that class or with
the sanction of a resolution passed at a separate meeting of the holders of the shares of that
class by members holding shares representing three-fourths in nominal value of the shares
Present (as defined in the Articles) and voting at such meeting.
See “Summary of the Constitution of the Company and Cayman Islands Company
Law—Summary of the Constitution of the Company—Articles of Association—V ariation of
rights of existing shares or classes of shares” in Appendix III for further details.
General mandate to issue Shares
Subject to the Global Offering becoming unconditional, our Directors were granted a
general mandate to allot, issue and deal with any Class A Shares (including any sale or transfer
of Class A Shares out of treasury that are held as treasury shares) or securities convertible into
Class A Shares of not more than the sum of:
 20% of the total number of Shares in issue immediately following completion of the
Global Offering (but excluding any Shares which may be issued pursuant to the
exercise of the Over-allotment Option, any Shares which may be issued under the
Share Incentive Plans, and any Class A Shares that are issuable upon conversion of
the Class B Shares on a one to one basis); and
 the total number of Shares repurchased by our Company pursuant to the authority
referred to in “—General mandate to repurchase Class A Shares” below.
SHARE CAPITAL
– 447 –


--- page 458 ---
This general mandate to issue Class A Shares will remain in effect until the earliest of:
 the conclusion of the next annual general meeting of our Company unless, by
ordinary resolution passed at that meeting, the authority is renewed, either
unconditionally or subject to condition;
 the expiration of the period within which the next annual general meeting of our
Company is required to be held under any applicable laws of the Cayman Islands or
the memorandum and the articles of association of our Company; and
 the passing of an ordinary resolution by our Shareholders in a general meeting
revoking or varying the authority.
General mandate to repurchase Class A Shares
Subject to the Global Offering becoming unconditional, our Directors were granted a
general mandate to repurchase our own Class A Shares up to 10% of the total number of Shares
in issue immediately following completion of the Global Offering (but excluding any Shares
which may be issued pursuant to the exercise of the Over-allotment Option, any Shares which
may be issued under the Share Incentive Plans, and any Class A Shares that are issuable upon
conversion of the Class B Shares on an one-to-one basis).
This mandate only relates to repurchases 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, and in accordance with all applicable laws
and the requirements under the Listing Rules or equivalent rules or regulations of any other
stock exchange.
This general mandate to repurchase Class A Shares will remain in effect until the earliest
of:
 the conclusion of the next annual general meeting of our Company unless, by
ordinary resolution passed at that meeting, the authority is renewed, either
unconditionally or subject to condition;
 the expiration of the period within which the next annual general meeting of our
Company is required to be held under any applicable laws of the Cayman Islands or
the memorandum and the articles of association of our Company; and
 the passing of an ordinary resolution by our Shareholders in a general meeting
revoking or varying the authority.
See “Statutory and General Information—Further Information about Our Company and
Our Subsidiaries—Explanatory statement on repurchase of our own securities” in Appendix IV
for further details of this mandate to repurchase Shares.
Share Incentive Plans
We have adopted the Pre-Listing Share Plans and the Post-Listing Share Plan. See
“Statutory and General Information—Share Incentive Plans” in Appendix IV for further
details.
SHARE CAPITAL
– 448 –


--- page 459 ---
SUBSTANTIAL SHAREHOLDERS
So far as our Directors are aware, immediately following the completion of the Global
Offering and subject to the Assumptions, the following shareholders will have interests and/or
short positions (as applicable) in the Shares or underlying shares of our Company which would
fall to be disclosed to the Company and the Stock Exchange pursuant to the provisions of
Divisions 2 and 3 of Part XV of the SFO, or, will be, directly or indirectly, interested in 10%
or more of the nominal value of any class of our share capital carrying rights to vote in all
circumstances at general meetings of our Company:
Name of substantial
shareholder Capacity/ Nature of Interest
Number of
Shares (1)
Approximate
percentage of
shareholding in
each class of
Shares after
the Global
Offering (1)
Class A Shares
Image Frame Investment
(HK) Limited (2) /H1118/H1118/H1118/H1118/H1118/H1118
Beneficial interest 27,802,452 21.46%
Tencent Holdings
Limited (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Interest in controlled
corporations
37,480,921 28.93%
Ziyang Mingtuo Equity
Investment Fund
Partnership, L.P .* ( ༟ජ
Υྫ
Άุ(Υྫ))
(3) /H1118/H1118/H1118/H1118
Beneficial interest 6,340,154 4.89%
Ziyang Gold Endeavor
Corporate Management
Co., Ltd.* (Ά
ʮ̡)
(3) /H1118/H1118/H1118/H1118
Interest in controlled
corporations
6,340,154 4.89%
Beijing Gold Endeavor
Capital Investment Co.,
Ltd.* (༟͉ҳ
ʮ̡)
(3)(4) /H1118/H1118/H1118/H1118/H1118/H1118
Interest in controlled
corporations; interest
held jointly with
another person
11,336,261 8.75%
Beijing Gold Endeavor
Holding Group Co.,
Ltd.* (ණ
ʮ̡)
(3)(4) /H1118/H1118/H1118/H1118/H1118/H1118
Interest in controlled
corporations; interest
held jointly with
another person
11,336,261 8.75%
Beijing Ruiduo
Management
Consultancy Co., Ltd.*
(ࠢ
ʮ̡)
(3)(4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Interest in controlled
corporations; interest
held jointly with
another person
11,336,261 8.75%
SUBSTANTIAL SHAREHOLDERS
– 449 –


--- page 460 ---
Name of substantial
shareholder Capacity/ Nature of Interest
Number of
Shares (1)
Approximate
percentage of
shareholding in
each class of
Shares after
the Global
Offering (1)
Mr. Xiaoqiu Jin (ወ
߇3)(4)(5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Interest in controlled
corporations; interest
held jointly with
another person
11,642,452 8.99%
Shanghai Y ulian
Investment Center
(Limited Partnership)*
(ɪऎʚஹҳ༟ʕː(Ϟ
Υྫ))
(6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Beneficial interest 10,319,145 7.97%
Shanghai Huanyuan
Investment
Management Co., Ltd.*
(ࠢ
ʮ̡)
(6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Interest in controlled
Corporations
10,319,145 7.97%
Beijing HongShan
Mingde Equity
Investment Center
(Limited Partnership)*
(ᛆҳ༟
ʕː(Υྫ)
(6) /H1118/H1118/H1118/H1118/H1118
Interest in controlled
Corporations
10,319,145 7.97%
Class B Shares
Mine Mine International
Limited (7) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Beneficial interest 14,835,491 100.00%
Mr. Wu (7) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Interest in controlled
corporations; founder
of a family trust;
beneficiary of a trust
14,835,491 100.00%
Notes:
(1) Subject to the Assumptions and without taking into account the indicative allocations set out in
“Cornerstone Investors”.
(2) Image Frame Investment (HK) Limited is a company incorporated under the laws of Hong Kong. Each
of Grace Gate Holding Limited and Master Power Holding Limited is an exempted company
incorporated in the Cayman Islands with limited liability. Image Frame Investment (HK) Limited is
wholly owned subsidiary of, and each of Grace Gate Holding Limited and Master Power Holding
Limited is controlled by Tencent Holdings Limited, a company listed on the Main Board of the Stock
Exchange (Stock code: HKEX: 00700 (HKD Counter) and 80700 (RMB Counter), “ Tencent ”). Grace
Gate Holding Limited is a wholly-owned subsidiary of TPP Follow-on Fund I, L.P . whose general
SUBSTANTIAL SHAREHOLDERS
– 450 –


--- page 461 ---
partner is TPP Follow-on GP I, Ltd., which is ultimately controlled by Tencent. Master Power Holding
Limited is a wholly-owned subsidiary of TPP Opportunity Fund I, L.P . whose general partner is TPP
Opportunity GP I, Ltd., which is ultimately controlled by Tencent. Accordingly, Tencent is deemed to
be interested in the total number of Class A Shares held by Image Frame Investment (HK) Limited,
Grace Gate Holding Limited and Master Power Holding Limited.
(3) Ziyang Mingtuo Equity Investment Fund Partnership, L.P .* (ΥྫΆุ(Υ
ྫ)) is a limited partnership established under the laws of the PRC. Its general partner is Ziyang Gold
Endeavor Corporate Management Co., Ltd.* (ʮ̡). Accordingly, Ziyang Gold
Endeavor Corporate Management Co., Ltd. is deemed to be interested in the total number of Class A
Shares held by Ziyang Mingtuo Equity Investment Fund Partnership, L.P ..
(4) Each of Gold Endeavor Bolai Fund (Shenzhen), L.P .* (௹Ըҳ༟ΥྫΆุ(Υྫ)) and
Gold Endeavor Erqi Fund (Shenzhen), L.P .* (ɚಂҳ༟ΥྫΆุ(Υྫ)) is a limited
partnership established under the laws of the PRC, in each of which Beijing Gold Endeavor Capital
Investment Co., Ltd.* (ʮ̡) is the general partner.
Ziyang Gold Endeavor Corporate Management Co., Ltd. is owned as to 51.25% by Beijing Gold
Endeavor Capital Investment Co., Ltd..
As of the Latest Practicable Date, Gold Endeavor Bolai Fund (Shenzhen), L.P ., Gold Endeavor Erqi
Fund (Shenzhen), L.P . and Shenzhen Hangjing Jinggong Equity Investment Fund Partnership (Limited
Partnership)* (ΥྫΆุ(Υྫ)) have entered into an agreement under
which each of the entities agreed to act in concert when exercising their rights in the capacity of a
Shareholder.
Beijing Gold Endeavor Capital Investment Co., Ltd. is owned as to 76.00% by Beijing Gold Endeavor
Holding Group Co., Ltd.* (ʮ̡), a wholly-owned entity of Beijing Ruiduo
Management Consultancy Co., Ltd.* (ʮ̡).
Accordingly, Beijing Gold Endeavor Capital Investment Co., Ltd., Beijing Gold Endeavor Holding
Group Co., Ltd. and Beijing Ruiduo Management Consultancy Co., Ltd. are deemed to be interested in
the total number of Class A Shares held by (i) Gold Endeavor Bolai Fund (Shenzhen), L.P .; (ii) Gold
Endeavor Erqi Fund (Shenzhen), L.P .; (iii) Ziyang Mingtuo Equity Investment Fund Partnership, L.P .;
and (iv) Shenzhen Hangjing Jinggong Equity Investment Fund Partnership (Limited Partnership).
(5) Gold Endeavor Capital (HK) Limited (༟͉ҳ༟(ಥ)ʮ̡) is a company incorporated under
the laws of Hong Kong and is ultimately controlled by Mr. Xiaoqiu Jin (߇Beijing Ruiduo
Management Consultancy Co., Ltd. is a company incorporated under the laws of Hong Kong which is
owned as to 80.00% by Mr. Xiaoqiu Jin. Accordingly, Mr. Xiaoqiu Jin is deemed to be interested in the
total number of Class A Share held by (i) Gold Endeavor Bolai Fund (Shenzhen), L.P .; (ii) Gold
Endeavor Erqi Fund (Shenzhen), L.P .; (iii) Ziyang Mingtuo Equity Investment Fund Partnership, L.P .;
(iv) Shenzhen Hangjing Jinggong Equity Investment Fund Partnership (Limited Partnership); and (v)
Gold Endeavor Capital (HK) Limited.
(6) Shanghai Y ulian Investment Center (Limited Partnership)* ( ɪऎʚஹҳ༟ʕː(Υྫ)) is a limited
partnership established in the PRC. Its general partner is Shanghai Huanyuan Investment Management
Co., Ltd.* (ʮ̡), which is owned as to 97.00% by Mr. Zhou Kui ( մඃ). Its sole
limited partner which holds 99.998% of its economic interest is Beijing HongShan Mingde Equity
Investment Center (Limited Partnership)* (ᛆҳ༟ʕː(Υྫ)). Accordingly,
Shanghai Huanyuan Investment Management Co., Ltd. and Beijing HongShan Mingde Equity
Investment Center (Limited Partnership) are deemed to be interested in the total number of Class A
Shares held by Shanghai Y ulian Investment Center (Limited Partnership).
(7) The Class B Shares will be held by Mine Mine International Limited which is owned as to (i) 97% by
Equation Holding Limited, the holding vehicle wholly-owned by Equation Trust, a family trust
established by Mr. Wu as the settlor and protector, Vistra Trust (Singapore) Pte. Limited as the trustee,
and Market Pro Holdings Limited (a wholly-owned company of Mr. Wu) as the sole beneficiary; and
(ii) 3% by Market Pro Holdings Limited. The Class B Shares are subject to the V oluntary WVR V oting
Restriction.
SUBSTANTIAL SHAREHOLDERS
– 451 –


--- page 462 ---
Except as disclosed above, our Directors are not aware of any other person who will,
immediately following the completion of the Global Offering, and subject to the Assumptions,
have any interest and/or short positions in the Shares or underlying shares of our Company
which would fall to be disclosed to the Company pursuant to the provisions of Divisions 2 and
3 of Part XV of the SFO, or, who is, directly or indirectly, interested in 10% or more of the
nominal value of any class of our share capital carrying rights to vote in all circumstances at
general meetings of our Company. Our Directors are not aware of any arrangement which may
at a subsequent date result in a change of control of our Company or any other member of our
Group.
For a list of interests of our Directors or chief executive of the Company that is required
to be disclosed under Divisions 7 and 8 of Part XV of the SFO, and persons who, upon Listing,
will directly or indirectly be interested in 10% or more of the issued voting shares of any
member of our Group, please see the section headed “Statutory and General
Information—Disclosure of Interests” in Appendix IV .
SUBSTANTIAL SHAREHOLDERS
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DIRECTORS
Upon Listing, our Board will consist of eight Directors, including four executive
Directors, one non-executive Directors and three independent non-executive Directors,
namely:
Name Age Position
Roles and
responsibilities
Date of joining
our Group
Date of
appointment as
Director
Mr. Minghui Wu
(ሾ) /H1118/H1118/H1118/H1118/H1118/H1118
43 Executive
Director,
Chairman,
Chief
Executive
Officer, Chief
Technology
Officer
Overall strategic
planning and
management,
product design,
technology
innovation, and
management of
our Group
December 2006 March 12, 2010
Mr. Ping Jiang
(̻) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
42 Executive
Director,
President,
Chief Financial
Officer
Overall strategic
planning and
management,
financial
operation,
legal and
compliance,
and
management of
our Group
December 2008 February 9, 2018
Ms. Jie Zhao
(Ⴛᆎ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
55 Executive
Director,
Senior Vice
President,
Chief Client
Officer
Overall strategic
planning and
management
and client
development of
our Group and
supervising our
Group’s
marketing
intelligence
business
July 2013 November 28,
2024
Ms. Qi Y u
(ɲೡ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
43 Executive
Director
Overall strategic
planning and
management of
our Group
July 2016 March 2, 2020
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Name Age Position
Roles and
responsibilities
Date of joining
our Group
Date of
appointment as
Director
Mr. Leiwen Y ao
(ᆾ˖) /H1118/H1118/H1118/H1118/H1118/H1118
42 Non-executive
Director
Provide
professional
advice,
opinion, and
guidance to
our Board
May 2019 May 31, 2019
Mr. Y unan Ren
(΂๬Ӳ) /H1118/H1118/H1118/H1118/H1118/H1118
49 Independent
non-executive
Director
Supervising and
providing
independent
advice on the
operation and
management of
our Group
Listing Date Listing Date
Mr. Hing Y uen Ho
(Оᅅ๕) (also
known as David
Hing Y uen Ho) /H1118
65 Independent
non-executive
Director
Supervising and
providing
independent
advice on the
operation and
management of
our Group
Listing Date Listing Date
Mr. Qingfei Zeng
(࠭also
known as John
Fei Zeng) /H1118/H1118/H1118/H1118/H1118
45 Independent
non-executive
Director
Supervising and
providing
independent
advice on the
operation and
management of
our Group
Listing Date Listing Date
Executive Directors
Mr. Minghui Wu (ሾ), aged 43, is our founder, executive Director, chairman of the
Board, chief executive officer and chief technology officer. Mr. Wu is primarily responsible for
the overall strategic planning and management, product design, technology innovation, and
management of our Group.
Mr. Wu is an experienced entrepreneur with business insights and over 20 years of
experience in software development and algorithm research and over 19 years of experience in
the big data and AI industries. Mr. Wu started his entrepreneurial journey in 2006 when he
founded our Group while pursuing his Master’s degree at Peking University, and has been
leading our Company ever since. Mr. Wu is the co-founder and has served as a director
(currently as a non-executive director) of Beijing Y unji Technology Co., Ltd. since January
2014. Mr. Wu currently also serves as an entrepreneurship mentor at Peking University and
Renmin University of China.
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Mr. Wu invented the concept of “HAO intelligence,” a technological framework, and
promotes the theory of human and machine synergism. The paper introducing the concept was
published in 2018 on Knowledge and Information Systems, an international forum publishing
state-of-the-art research on emerging topics in knowledge and advanced information.
Mr. Wu received a bachelor’s degree in mathematics from Peking University in 2004 and
a master’s degree in computer science from Peking University in 2007. Mr. Wu is currently
pursuing a Ph.D. degree in electronics and information from Peking University.
Mr. Ping Jiang (̻), aged 42, is our co-founder, executive Director, president and chief
financial officer. Mr. Jiang joined our Group in 2008 and has been a core member of our Group
since then. Mr. Jiang is primarily responsible for overall strategic planning and management,
financial operation, legal and compliance, and management of our Group.
Mr. Jiang has served as president of our Company since October 2020 and chief financial
officer of our Company since January 2019. He has been overseeing the legal department and
supervising human resources of our research and development team and project management
of our Company since he joined our Company. Mr. Jiang has played a key role in quality
control and standardization of our research and development efforts.
Mr. Jiang received a bachelor’s degree in computer science and technology from Peking
University in 2006 and a master’s degree in business administration from Peking University in
2020. He is currently pursuing a Ph.D. degree in Engineering from Peking University.
Ms. Jie Zhao ( Ⴛᆎ), aged 55, is our executive Director, senior vice-president and chief
client officer. Ms. Zhao is primarily responsible for overall strategic planning and management
and client development of our Group and supervising our Group’s marketing intelligence
business.
Prior to joining our company, Ms. Zhao served as the head of Shanghai branch of CTR
Corporation, an operation subsidiary under the lead of China Central Television from March
1999 to June 2013.
Ms. Zhao received her bachelor’s degree in industrial automation instrumentation from
Shanghai University of Technology in 1991 and her master’s degree in business administration
from Shanghai University of Finance and Economics in 2015.
Ms. Qi Yu ( ɲೡ), aged 43, is our executive Director. Ms. Y u is primarily responsible for
overall strategic planning and management of our Group.
Ms. Y u has served several positions within our Group since July 2016, including manager
of human resources department, strategic planning department, and president’s office. Her
experience and expertise cover multiple areas. In human resources, she develops and
implements our Group’s strategies to optimize talent structure, enhance employee capabilities,
and improve team effectiveness. In strategic planning, she analyzes market trends and industry
DIRECTORS AND SENIOR MANAGEMENT
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dynamics to craft competitive strategies and development plans for our Group. As manager of
the president’s office, she facilitates communication and coordination across departments of
our Group, resolving cross-departmental challenges to ensure alignment and operational
efficiency.
Ms. Y u received her bachelor’s degree in biotechnology from Y antai University in 2004
and her master’s degree in biochemistry and molecular biology from Nankai University in
2007.
Ms. Y u is the spouse of Mr. Minghui Wu, the executive Director, chairman of the Board
and chief executive officer of our Company.
Non-executive Director
Mr. Leiwen Y ao (ᆾ˖), aged 42, is a non-executive Director of our Company. Mr. Y ao
is primarily responsible for providing professional advice, opinion, and guidance to our Board.
Mr. Y ao is currently a managing director of the investment department in Tencent, a
company listed on the Stock Exchange (stock code: 00700 (HKD Counter) and 80700 (RMB
Counter)). Prior to joining Tencent, he served as an investment director at Mindray, a global
medical instrumentation developer, manufacturer and marketer, from October 2010 to June
2011. Prior to that, Mr. Y ao worked at Cathay Advisory (Beijing) Co., Ltd., a wholly owned
subsidiary of Deutsche Bank, as an investment associate from February 2005 to August 2008.
Mr. Y ao currently serves as a non-executive director of several companies listed on the Stock
Exchange, including Kingsoft Corporation Limited (stock code: 03888), TUHU Car Inc. (stock
code: 09690) and Sipai Health Technology Co., Ltd. (stock code: 00314) since August 2022,
October 2019 and October 2019, respectively.
Mr. Y ao received a bachelor’s degree in economic information management and a
master’s degree in finance from the University of International Business and Economics in July
2002 and June 2005, respectively. He also received another master’s degree in business
administration from Institut Européen d’Administration des Affaires (INSEAD) in France in
2010.
Independent Non-executive Directors
Mr. Yunan Ren ( ΂๬Ӳ), aged 49, is an independent non-executive Director of our
Company with effect from Listing. Mr. Ren is primarily responsible for supervising and
providing independent advice on the operation and management of our Group.
Mr. Ren has served as the chairman, an executive director and the chief executive officer
of OKG Technology Holdings Limited, a company listed on the Stock Exchange (stock code:
01499) since July 2018. In addition, Mr. Ren has served as an independent non-executive
director of Ronshine China Holdings Limited, a company listed on the Stock Exchange (stock
code: 03301) since January 2016.
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Mr. Ren received a bachelor’s degree in law from Peking University in July 1997 and a
master’s degree in law from Harvard Law School in the United States in June 1999. Mr. Ren
was admitted to practice law in the State of New Y ork in March 2000 and in Hong Kong in
March 2003.
Mr. Hing Yuen Ho ( Оᅅ๕) (also known as David Hing Yuen Ho) , aged 65, is an
independent non-executive Director of our Company with effect from Listing. Mr. Ho is
primarily responsible for supervising and providing independent advice on the operation and
management of our Group.
Mr. Ho is an independent non-executive director of DBS Group Holdings Ltd., a company
listed on the Singapore Exchange (stock code: D05), and DBS Bank Limited, both since April
2023. Mr. Ho is also an independent non-executive director of Sun Life Financial, Inc., listed
on the Toronto Stock Exchange (stock code: SLF) and Sun Life Assurance Company of Canada,
both since May 2021. In addition, Mr. Ho is also serving as the founder and chairman of Kiina
Investment Limited since November 2008. Previously, Mr. Ho served as a director of Qorvo,
Inc., a company listed on the Nasdaq Stock Market LLC (stock code: QRVO) from January
2015 to April 2025, a director of Air Products and Chemical, Inc., a company listed on the
New Y ork Stock Exchange (stock code: APD) from January 2013 to January 2025, an
independent non-executive director of DBS Bank (Hong Kong) Limited from March 2019 to
April 2023, a director of China COSCO Shipping Corporation Limited from February 2016 to
July 2022, and a director of China Mobile Corporation Limited, from March 2016 to July 2020.
Additionally, Mr. Ho has previously served as the founding partner and chairman of CRU
Capital and the president of Nokia (China) Investment Co., Ltd.
Mr. Ho received a Bachelor of Applied Science degree in systems design engineering in
computer and electrical systems from the University of Waterloo in Canada in 1983 and a
Master of Applied Science degree in management sciences in management information systems
from the University of Waterloo in Canada in 1988.
Mr. Qingfei Zeng (࠭also known as John Fei Zeng) , aged 45, is an independent
non-executive Director of our Company with effect from Listing. Mr. Zeng is primarily
responsible for supervising and providing independent advice on the operation and
management of our Group.
Mr. Zeng has served as the chief financial officer of UP Fintech Holding Limited, known
as “Tiger Brokers” in Asia, a company listed on the Nasdaq Stock Market LLC (stock code:
TIGR) since October 2018, where he oversees internal control matters and the preparation and
audit of financial statements, and served as a director of Tiger Brokers since September 2022.
Prior to joining Tiger Brokers, he served as an executive director of the financing group at
Goldman Sachs from June 2015 to October 2018. Prior to that, Mr. Zeng worked as a director
at UBS Global Capital Market. Mr. Zeng worked as a senior associate in the sales and trading
department of China International Capital Corporation from April 2010 to September 2012.
Mr. Zeng received a bachelor’s degree in business administration from the University of
Southern California in the United States in 2003. Additionally, Mr. Zeng received his master
of business administration degree from New Y ork University in the United States in 2009.
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SENIOR MANAGEMENT
The following table provides information about members of the senior management of our
Group:
Name Age Position Roles and responsibilities
Date of joining
our Group
Mr. Minghui Wu
(ሾ) /H1118/H1118/H1118/H1118/H1118
43 Executive
Director,
Chairman,
Chief Executive
Officer, Chief
Technology
Officer
Overall strategic
planning and
management, product
design, technology
innovation, and
management of our
Group
December
2006
Mr. Ping Jiang
(̻) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
42 Executive
Director,
President, Chief
Financial
Officer
Overall strategic
planning and
management,
financial operation
and management of
our Group
December
2008
Ms. Jie Zhao
(Ⴛᆎ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
55 Executive
Director, Senior
Vice President,
Chief Client
Officer
Overall strategic
planning and
management and
client development of
our Group and
supervising our
Group’s marketing
intelligence business
July 2013
Mr. Minghui Wu (ሾ), aged 43, is our founder, executive Director, chairman of the
Board, chief executive officer and chief technology officer. See “—Directors—Executive
Directors” above for Mr. Wu’s biography.
Mr. Ping Jiang (̻), aged 42, is our co-founder, executive Director, president and chief
financial officer. See “—Directors—Executive Directors” above for Mr. Jiang’s biography.
Ms. Jie Zhao ( Ⴛᆎ), aged 55, is our executive Director, senior vice-president and chief
client officer. See “—Directors—Executive Directors” above for Ms. Zhao’s biography.
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DIRECTORS’ AND SENIOR MANAGEMENT’S INTERESTS
Save as disclosed above in this section, none of our Directors or senior management has
been a director of any public company the securities of which are listed on any securities
market in Hong Kong or overseas in the three years immediately preceding the date of this
document.
Save as disclosed above in this section, to the best of the knowledge, information and
belief of our Directors having made all reasonable enquiries, there was no other matter with
respect to the appointment of our Directors that needs to be brought to the attention of our
Shareholders and there was no information relating to our Directors that is required to be
disclosed pursuant to Rules 13.51(2) of the Listing Rules as of the Latest Practicable Date.
As of the Latest Practicable Date, save for the interests in Shares held by our Directors
which are disclosed in the section headed “Statutory and General Information—Disclosure of
Interests” in Appendix IV , none of our Directors held any interest in the securities within the
meaning of Part XV of the SFO.
As of the Latest Practicable Date, save as disclosed above in this section, none of our
Directors or members of our senior management are related to other Directors or senior
managers of our Company.
JOINT COMPANY SECRETARIES
Mr. Xin Fan (ڦ)aged 33, is our joint company secretary, assistant to president and
head of investment and financing department.
Prior to joining our Group, Mr. Fan served as manager of the investment department at
Heaven-Sent Capital Management Group Co., Ltd. from November 2015 to November 2018.
Mr. Fan received his bachelor’s degree in Finance from Southwestern University of
Finance and Economics in China, and received his master’s degree in Real Estate in Finance
and Investment from New Y ork University in the United States in July 2014.
Ms. Lai Kiu Yim ( ̄ᘆ዗) is our joint company secretary. Ms. Yim is an assistant
manager of company secretarial services of Tricor Services Limited. she has over 5 years of
experience in the company secretary profession and has been providing corporate secretarial
and compliance services to Hong Kong listed companies as well as multinational, private and
offshore companies.
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Ms. Yim is a Chartered Secretary, an Associate of The Hong Kong Chartered Governance
Institute and an Associate of The Chartered Governance Institute in the United Kingdom. Ms.
Yim obtained a bachelor’s degree in hotel management from Sun Y at-Sen University in China
and a master’s degree in professional accounting and corporate governance from City
University of Hong Kong.
MANAGEMENT AND CORPORATE GOVERNANCE
Board Committees
We have established four Board committees in accordance with the relevant laws and
regulations in mainland China, the Articles and the code of corporate governance practices
under the Listing Rules, namely the audit committee, the remuneration committee, the
nomination committee, and the corporate governance committee. The functions of the four
committees are summarized as follows:
Audit Committee
We have established an audit committee with written terms of reference in compliance
with Rule 3.21 of the Listing Rules and the Corporate Governance Code set out in Appendix
C1 to the Listing Rules. The primary duties of the audit committee are to review and supervise
the financial reporting process and internal controls system of our Group, review and approve
connected transactions and provide advice and comments to the Board. The audit committee
comprises three members, namely Mr. Y unan Ren, Mr. Hing Y uen Ho, and Mr. John Fei Zeng
as the members of the audit committee, with Mr. Ren as chairperson of the audit committee.
Mr. John Fei Zeng is the director appropriately qualified as required under Rules 3.10(2) and
3.21 of the Listing Rules.
Remuneration Committee
We have established a remuneration committee with written terms of reference in
compliance with Rule 3.25 of the Listing Rules and the Corporate Governance Code set out in
Appendix C1 to the Listing Rules. The primary duties of the remuneration committee are to
review and make recommendations to the Board on the terms of remuneration packages,
bonuses and other compensation payable to our Directors and other senior management. The
remuneration committee comprises three members, namely Mr. Hing Y uen Ho, Mr. Y unan Ren
and Mr. Minghui Wu, with Mr. Ho as the chairperson of the remuneration committee.
Nomination Committee
We have established a nomination committee with written terms of reference in
compliance with the Code on Corporate Governance in Appendix C1 to the Listing Rules. The
primary duties of the nomination committee are to make recommendations to our Board on the
appointment of Directors and management of Board succession. The nomination committee
comprises three members, namely Mr. Y unan Ren, Mr. Hing Y uen Ho and Ms. Qi Y u, with Mr.
Ren as chairperson of the nomination committee.
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Corporate Governance Committee
We have established a corporate governance committee in compliance with the Corporate
Governance Code and Chapter 8A of the Listing Rules. The primary duties of the corporate
governance committee are to ensure that our Company is operated and managed for the benefit
of all shareholders and to ensure our Company’s compliance with the Listing Rules and
safeguards relating to the weighted voting rights structures of our Company.
The corporate governance committee comprises of three independent non-executive
Directors namely Mr. Hing Y uen Ho, Mr. Y unan Ren and Mr. John Fei Zeng. Mr. Ho is the
chairperson of the committee. For details of their experience in corporate governance related
matters, please refer to the biographies of each of our independent non-executive Directors in
the section headed “—Directors—Independent Non-executive Directors” above.
In accordance with Rule 8A.30 of the Listing Rules and the Corporate Governance Code
set out in Appendix C1 of the Listing Rules, the work of our corporate governance committee
as set out in its terms of reference includes:
(a) to develop and review our Company’s policies and practices on corporate
governance and make recommendations to the Board;
(b) to review and monitor the training and continuous professional development of
directors and senior management;
(c) to review and monitor our Company’s policies and practices on compliance with
legal and regulatory requirements;
(d) to develop, review and monitor the code of conduct and compliance manual (if any)
applicable to employees and directors;
(e) to review our Company’s compliance with the code and disclosure in the Corporate
Governance Report;
(f) to review and monitor whether our Company is operated and managed for the benefit
of all its shareholders;
(g) to confirm, on an annual basis, that the beneficiaries of weighted voting rights have
been members of our Company’s board of directors throughout the year and that no
matters under Rule 8A.17 of the Listing Rules have occurred during the relevant
financial year;
(h) to confirm, on an annual basis, whether or not the beneficiaries of weighted voting
rights have complied with Rules 8A.14, 8A.15, 8A.18 and 8A.24 of the Listing
Rules throughout the year;
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(i) to review and monitor the management of conflicts of interests and make a
recommendation to the Board on any matter where there is a potential conflict of
interest between our Company, its subsidiary or consolidated affiliated entity and/or
shareholder on one hand and any beneficiary of weighted voting rights on the other;
(j) to review and monitor all risks relating to our Company’s WVR structure, including
connected transactions between our Company and/or its subsidiary or consolidated
affiliated entity and/or shareholder on one hand and any beneficiary of weighted
voting rights on the other and make a recommendation to the Board on any such
transaction;
(k) to make a recommendation to the Board as to the appointment or removal of the
Compliance Advisor;
(l) to seek to ensure effective and on-going communication between our Company and
its shareholders, particularly with regards to the requirements of Rule 8A.35 of the
Listing Rules; and
(m) to report on the work of the corporate governance committee on at least a half-yearly
and annual basis covering all areas of its terms of reference, including disclosing,
on a comply or explain basis, its recommendations to the Board in respect of the
matters in items (i) to (k) above.
Pursuant to Rule 8A.32 of the Listing Rules, the Corporate Governance Report prepared
by our Company for inclusion in our interim and annual reports after the Listing will include
a summary of the work of the corporate governance committee for the relevant period.
Role of our Independent Non-executive Directors
Pursuant to Rule 8A.26 of the Listing Rules, the role of the independent non-executive
Directors of a listed company with WVR structure must include, but is not limited to, the
functions described in code provisions C.1.2, C.1.6 and C.1.7 in Part 2 of the Corporate
Governance Code. The functions of our independent non-executive Directors include:
(a) participating in board meetings to bring an independent judgment to bear on issues
of strategy, policy, performance, accountability, resources, key appointments and
standards of conduct;
(b) taking the lead where potential conflicts of interests arise;
(c) serving on the audit, remuneration, nomination and other governance committees, if
invited;
(d) scrutinizing our Company’s performance in achieving agreed corporate goals and
objectives, and monitoring performance reporting;
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(e) giving the Board and any committees on which they serve the benefit of their skills,
expertise and varied backgrounds and qualifications through regular attendance and
active participation;
(f) making a positive contribution to the development of our Company’s strategy and
policies through independent, constructive and informed comments; and
(g) attending general meetings and developing a balanced understanding of the views of
our Shareholders.
Corporate Governance Code
We aim to achieve high standards of corporate governance which we believe are crucial
to our development and safeguard the interests of our Shareholders. In order to accomplish this,
we expect to comply with the Corporate Governance Code set out in Appendix C1 to the
Listing Rules after the Listing, save for our founder Mr. Minghui Wu who will serve as both
our chairperson of the Board and the chief executive officer as discussed below.
Pursuant to code provision C.2.1 of the Corporate Governance Code, companies listed on
the Hong Kong Stock Exchange are expected to comply with, but may choose to deviate from
the requirement that the responsibilities between the chairperson and the chief executive
officer should be segregated and should not be performed by the same individual. We do not
have a separate chairperson and chief executive officer and Mr. Wu currently performs these
two roles. The Board believes that vesting the roles of both chairperson and chief executive
officer in the same person has the benefit of ensuring consistent leadership within the Group
and enables more effective and efficient overall strategic planning for our Group. The Board
considers that the balance of power and authority for the present arrangement will not be
impaired, and this structure will enable our Company to make and implement decisions
promptly and effectively. The Board will continue to review and consider splitting the roles of
chairperson of the Board and the chief executive officer of our Company if and when it is
appropriate taking into account the circumstances of the Group as a whole. For further
information relating to our Company’s corporate governance measures, please see the section
headed “Relationship with the Controlling Shareholders—Corporate Governance Measures.”
Board Diversity
Our Company has adopted a board diversity policy which sets out the approach to achieve
diversity of the Board. Our Company recognizes and embraces the benefits of having a diverse
Board and sees increasing diversity at the Board level, including gender diversity, as an
essential element in maintaining our Company’s competitive advantage and enhancing its
ability to attract, retain and motivate employees from the widest possible pool of available
talent. Pursuant to the board diversity policy, in reviewing and assessing suitable candidates to
serve as a director of the Company, the nomination committee will consider a number of
aspects, including but not limited to gender, age, cultural and educational background,
professional qualifications, skills, knowledge, and industry experience. In particular, our
Company currently has two female Director on the Board and will continue to work towards
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enhancing the gender diversity of the Board. Our Directors have a balanced mix of knowledge
and skills, and we have four non-executive Directors, including three independent non-
executive Directors, with different industry backgrounds. Taking into account our existing
business model and specific needs as well as the different background of our Directors, the
composition of our Board satisfies our board diversity policy. Pursuant to the board diversity
policy, the nomination committee will discuss periodically and when necessary, agree on the
measurable objectives for achieving diversity, including gender diversity, on the Board and
recommend them to the Board for formal adoption.
Confirmations from our Directors
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 in October 2024 and November 2024, and (ii)
understands his or her obligations as a director of a listed issuer under 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 the Company or its
subsidiaries or any connection with any core connected person of the 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
Our Directors and senior management receive their remuneration including basic salaries,
housing allowances, other allowances and benefits in kind, contributions to pension plans and
discretionary bonuses.
For the three years ended December 31, 2022, 2023 and 2024 and the six months ended
June 30, 2025, the total remuneration (including basic salaries, housing allowances, other
allowances and benefits in kind, contributions to pension plans, discretionary bonuses and
share-based compensation, etc.) paid to our Directors amounted to approximately RMB7.9
million, RMB7.5 million, RMB15.4 million and RMB6.4 million, respectively. For the three
years ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2025, no
payment was made by us to any of the Directors as an inducement to join us or as compensation
for loss of office. None of the Directors waived their emoluments during the relevant period.
The five highest paid individuals of our Group for the three years ended December 31,
2022, 2023 and 2024 and the six months ended June 30, 2025 included nil, one, nil, and two
Directors, respectively, whose remunerations are included in the aggregate amount of
remuneration set out above. The aggregate amount of remuneration (including basic salaries,
housing allowances, other allowances and benefits in kind, contributions to pension plans,
discretionary bonuses, termination benefits and share-based compensation, etc.) for the
remaining five, four, five and three highest paid individuals of our Group who are not our
Directors for the three years ended December 31, 2022, 2023, 2024 and the six months ended
June 30, 2025 was approximately RMB33.1 million, RMB16.7 million and RMB43.8 million
and RMB3.2 million, respectively.
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For the three years ended December 31, 2022, 2023 and 2024 and the six months ended
June 30, 2025, no payment was made by us to any of the five highest paid individuals as an
inducement to join us. None of the five highest paid individuals waived their emoluments
during the relevant period.
The remuneration of our Directors and senior management is determined with reference
to factors including the responsibility, risk and commitment of our Directors and senior
management, the performance evaluation of our Directors and senior management and the
salaries paid by comparable companies.
Save as disclosed above and in “Financial Information,” “Accountants’ Report” and
“Statutory and General Information,” no other payments have been paid or are payable in
respect of the Track Record Period to our Directors by our Group. Under the arrangements
currently in force, we estimate the aggregate remuneration, excluding discretionary bonus and
share-based compensation, of our Directors and senior management for the year ending
December 31, 2025 to be approximately RMB5.3 million.
See the Accountant’s Report in Appendix I for details on remuneration paid to our
Directors and senior management and, on an aggregate basis, the five highest paid individuals
of our Group during the Track Record Period, and section headed “Statutory and General
Information—Share Incentive Plans” in Appendix IV for details regarding the incentive plans
for our Directors and senior management.
DIRECTOR APPOINTMENT LETTERS
Each of our Directors has entered into an appointment letter with our Company on
October 22, 2025. The term of their appointment shall be for an initial term of three years from
the Listing Date or until the third annual general meeting of our Company after the Listing
Date, whichever is sooner (subject to retirement as and when required under the Articles of
Association).
Either the Company or the Director may terminate the relevant appointment letter by
giving not less than three months’ written notice.
Under the appointment letters, the annual director’s fees for each independent non-
executive Director payable by us is US$30,000. The other Directors are not entitled to receive
an annual director’s fee in their capacity as directors of the Company under their respective
appointment letters.
COMPETITION
Each of the Directors confirms that as of the Latest Practicable Date, save as disclosed
in this document, he or she did not have any interest in a business which materially competes
or is likely to compete, directly or indirectly, with our business, and requires disclosure under
Rule 8.10 of the Listing Rules.
DIRECTORS AND SENIOR MANAGEMENT
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From time to time our non-executive Director may serve on the boards of both private and
public companies within the technology and/or data application industries. However, as the
non-executive Director is neither our controlling shareholder nor member of our executive
management team, we do not believe that his interests in such companies as Director would
render us incapable of carrying on our business independently from the other companies in
which he may hold directorships from time to time.
COMPLIANCE ADVISOR
We have appointed Somerley Capital Limited as our compliance advisor (“ Compliance
Advisor ”) pursuant to Rule 3A.19 and 8A.33 of the Listing Rules. The Compliance Advisor
will provide us with guidance and advice as to compliance with the requirements under the
Listing Rules and applicable Hong Kong laws. Pursuant to Rule 3A.23 and 8A.34 of the Listing
Rules, the Compliance Advisor will advise our Company, among others, in the following
circumstances:
(a) before the publication of any regulatory announcement, circular, or financial report;
(b) where a transaction, which might be a notifiable or connected transaction, is
contemplated, including share issues and share repurchases;
(c) where we propose to use the proceeds of the Global Offering in a manner different
from that detailed in this document or where the business activities, development or
results of our Group deviate from any forecast, estimate or other information in this
document;
(d) where the Stock Exchange makes an inquiry to our Company regarding unusual
movements in the price or trading volume of its listed securities or any other matters
in accordance with Rule 13.10 of the Listing Rules;
(e) the WVR structure;
(f) transactions in which any beneficiary of weighted voting rights in our Company has
an interest; and
(g) where there is a potential conflict of interest between our Company, its subsidiary
and/or Shareholders (considered as a group) on one hand and any beneficiary of
weighted voting rights in our Company on the other.
The term of appointment of the Compliance Advisor shall commence on the Listing Date.
Pursuant to Rule 8A.33 of the Listing Rules, our Company is required to engage a compliance
advisor on a permanent basis.
DIRECTORS AND SENIOR MANAGEMENT
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FUTURE PLANS
See “Business—Our Strategies” in this document for a detailed description of our future
plans.
USE OF PROCEEDS
Based on the Offer Price of HK$141.00 per Share, we estimate that we will receive net
proceeds of HK$902.2 million from the Global Offering after deducting the underwriting
commissions and other estimated offering expenses paid and payable by us in connection with
the Global Offering and assuming that the Over-allotment Option is not exercised. In line with
our strategies, we intend to use our proceeds from the Global Offering for the purposes and in
the amounts set forth below:
 Approximately 35% (approximately HK$315.8 million) of the net proceeds is
expected to be used over the next three years for the enhancement of our technology
research and development capabilities. The technologies mainly include a
multimodal marketing LLM based on the Mixture of Experts (MoE) architecture,
expert models, and data ethics technologies. These technologies are developed as the
foundations to support all business lines of our Group. We believe that investment
in research and development capabilities will allow us to seize opportunities
presented by advancements in large models and generative marketing, improve our
technological capabilities, that have high technical barriers and are essential for
maintaining our competitive edge, and refine our products to continually address
market demands, thereby driving our long-term revenue growth. Specifically, efforts
will be focused on strengthening our capabilities in the areas of algorithms,
computing power, and data sources. The detailed breakdown of the net proceeds to
be allocated is as follows:
(i) Approximately 20% (approximately HK$180.4 million) of the net proceeds is
expected to be used to recruit and cultivate highly qualified talent, including
technical architects, software engineers, algorithm experts, product managers
and test engineers, with the aim of enhancing our algorithms for developing
multimodal marketing LLM based on the Mixture of Experts (MoE)
architecture, developing expert models in marketing and operational scenarios,
and improving data ethics technologies.
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(a) Developing multimodal marketing LLM based on the MoE architecture.
We plan to tackle complex marketing challenges by harnessing the
collaborative power of multiple specialized experts. For example, a
thorough evaluation of advertising effectiveness requires a coordinated
effort: pre-campaign emotional impact analysis and content quality
assessment, followed by post-campaign data analysis conducted by
real-time API (RTA) strategy experts to assess the campaign’s impact. By
integrating these diverse areas of expertise, we aim to continue our
research and development of a multimodal marketing LLM based on the
MoE architecture to enable our clients to effectively navigate the
evolving landscape of digital marketing. See “Business—Large Model
Products” for details.
The table below sets forth our recruitment plan by position over the next
three years to develop multimodal marketing LLM based on MoE
architecture.
Position
Number of
recruits
Estimated average
salary per annum
Qualification2025 2026 2027
(RMB in thousands)
Technical Product Manager /H1118/H1118/H1118 2 Bachelor’s degree, higher with more than
seven years’ experience, or sophisticated
experience in technical product
development
Technical Architect /H1118/H1118/H1118/H1118/H1118/H11184 Master’s degree or higher with more than ten
years’ experience
Front-end technical developers /H1118 4 1,120 1,132 1,054 Bachelor’s degree or higher with more than
three years’ experience
Back-end technical developers /H1118 6 Bachelor’s degree or higher with more than
three years’ experience
Algorithm expert /H1118/H1118/H1118/H1118/H1118/H1118/H111811 Doctorate degree with more than three years’
experience
Test engineer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 Bachelor’s degree or higher with more than
three years’ experience
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The new recruits are expected to work on R&D projects for the
development of a chain-based expert invocation algorithm, multimodal
large language reasoning model and dynamic expert expansion. The
following table sets forth details of the R&D projects:
R&D project Description
Chain-based expert
invocation algorithm /H1118/H1118
We will consider actual marketing scenario and
invoke different expert models to collaboratively
accomplish various tasks.
Multimodal large language
reasoning model /H1118/H1118/H1118/H1118/H1118/H1118
We will leverage multimodal data to form multimodal
thinking chains and train expert models to generate
local inference chains.
Dynamic expert expansion We plan to support the plug-and-play addition of
expert models without the need to retrain the
model.
(b) Developing expert models in marketing and operational scenarios.
Within the sphere of marketing and operational intelligence, there are
numerous independent challenges, each necessitating specific expertise
and know-how for resolution. We intend to cultivate dedicated expert
models for each unique challenge. These models include, but are not
limited to, a multimodal advertisement content assessment model based
on the hypergraph multimodal large language model (HMLLM)
leveraging electroencephalogram (EEG) and eye-tracking data, an RTA
strategy deployment model, insight and trend prediction models, as well
as supply chain management models.
The table below sets forth our recruitment plan by position over the next
three years to develop expert models in marketing and operational
scenarios.
Position
Number of
recruits
Estimated average
salary per annum
Qualification2025 2026 2027
(RMB in thousands)
Algorithm engineer /H1118/H1118/H1118/H1118/H1118/H111819 Master’s degree or higher in computer
science with experience in multimodal
algorithm, RAG or reinforcement learning
algorithm training
Algorithm expert /H1118/H1118/H1118/H1118/H1118/H1118/H11181
1,069 1,122 1,125
Doctorate degree in computer science with
more than three years’ experience in
multimodal model research
Technical product manager /H1118/H1118/H1118 1 Bachelor’s degree or higher in computer
science with three to five years’
experience in artificial intelligence
generated content (AIGC) product design
or commercialization
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The new recruits are expected to work on R&D projects for the
development of multimodal datasets across races, regions and languages,
optimization of multimodal large model algorithms, model for ad
placement strategy and effectiveness attribution and marketing data
insight analysis model. The following table sets forth details of the R&D
projects:
R&D project Description
Development of
multimodal datasets
across races, regions and
languages /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
We will establish culturally attuned datasets across
races, regions, and languages. Through
accumulation of marketing materials and samples
from multiple regions, we aspire to construct a
“creative database,” and establish standardized
global benchmarking protocols for cross-cultural
marketing effectiveness measurement.
Optimization of
multimodal large model
algorithms /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
We plan to optimize algorithms including, but not
limited to ad audio-visual modality effect
evaluation module, cognitive map reasoning,
subjective gaze area assessment, and high-
performance large model regression. Our
algorithmic development will focus on enhancing
core capabilities in four technical domains:
(1) multimodal effectiveness analysis for ads,
particularly pertaining to audio and visual data, (2)
cognitive mapping architectures for reasoning,
(3) visual attention modeling through eye-tracking
simulations, and (4) scalable regression frameworks
for large language model optimization.
Model for ad placement
strategy and
effectiveness
attribution /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Leveraging multimodal capabilities, we plan to
analyze advertising contents encompassing a variety
of media formats, including images, videos, audio,
and text, and extract comprehensive content feature
vectors from these formats. By accurately matching
multidimensional advertising feature data with user
profiles, we will enhance the effectiveness of ad
placements and provide content-based attribution
for advertising effectiveness.
FUTURE PLANS AND USE OF PROCEEDS
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R&D project Description
Marketing data insight
analysis model /H1118/H1118/H1118/H1118/H1118/H1118/H1118
By integrating data from multiple sources, including
customer data from marketing platforms,
e-commerce platforms, and proprietary Customer
Relationship Management (CRM) systems, the
model proactively delivers multidimensional data
analysis and insights. This approach achieves a
depth of analysis that surpasses existing
capabilities, helping brands identify opportunities
for growth.
(c) Improving data ethics technologies. We believe data security and data
ethics are of paramount importance to our business growth. We are
committed to not only abiding by the highest standards in privacy
protection, but also continuously pioneering in data ethics by actively
participating in industry standard setting in collaboration with industry
participants and introducing innovative technologies in this regard. We
intend to strengthen our internal security compliance systems and
foundational technologies for data security compliance. One of the key
areas of focus for these improvements is the development of advanced
data encryption technologies. By investing in hiring data security and
data ethics experts and applying for relevant patents, we aim to ensure
that data is securely protected from unauthorized access and breaches,
thereby maintaining the integrity and confidentiality of user information.
Additionally, we will enhance our anonymization techniques to better
protect individual privacy. This involves developing more sophisticated
methods to anonymize data, such as federated learning and multi-party
computation, making it impossible to trace back to any specific individual
while still retaining the data’s utility for analysis. Another critical area is
the improvement of fairness and transparency in our data ethics-related
algorithms. We aim to refine our algorithms to ensure they operate
without bias and are transparent in their decision-making processes,
thereby fostering trust and accountability. We believe that by enhancing
our capabilities in data security and data ethics, we will continue to build
FUTURE PLANS AND USE OF PROCEEDS
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a core competitive advantage based on data. The table below sets forth
our recruitment plan over the next three years to improve data ethics
technologies:
Position
Number of
recruits
Estimated average
salary per annum
Qualification2025 2026 2027
(RMB in thousands)
Data security and ethics expert /H1118 2
680 667 689
Bachelor’s degree or higher with more than
ten years’ experience in related fields with
research experience in data ethics, and
familiar with various domestic and
international data security and ethics-
related laws and regulations.
Data compliance expert /H1118/H1118/H1118/H1118 3 Bachelor’s degree or higher with over ten
years of experience in relevant fields,
strong knowledge of domestic and
international data security and ethics laws
and regulations, and possession of relevant
data security certifications.
Data security management
system architect /H1118/H1118/H1118/H1118/H1118/H1118/H1118
2 Bachelor’s degree or higher with over five
years of experience, a deep understanding
of domestic and international data security
and privacy protection laws, and
possession of relevant data security
certifications.
Data compliance officer /H1118/H1118/H1118/H1118 2 Bachelor’s degree or higher with over five
years of experience in data compliance.
(ii) Approximately 8% (approximately HK$72.2 million) of the net proceeds is
expected to be used for the procurement of R&D related infrastructure. This
includes acquiring computing power services and investing in data center
resources to support our technological needs.
(iii) Approximately 7% (approximately HK$63.2 million) of the net proceeds is
expected to be used to expand our access to data sources through collaboration
with enterprises, advertising agencies, media platforms, and other professional
third-parties. These data sources primarily include multimodal data in both
online and offline scenarios, such as consumer sentiment and behavior data
from social media and conversational and IoT data pertaining to offline sales
and operations. Overall, by strengthening our investment in data collection,
complemented with our multimodal analysis and data analytics capabilities, we
aim to continually enhance the competitive edge of our products through
advanced data capabilities.
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 Approximately 40% (approximately HK$360.9 million) of the net proceeds is
expected to be used for product development to enrich our product mix. The
technologies associated with the product mix will mainly pertain to the following
products: Xiaoming Co-pilot, generative marketing platform, operational
intelligence products, and Miaozhen Systems. These technologies involved are more
on the application-level, targeting the front-end and back-end of the products, such
as application interface. Specifically, the detailed breakdown of the net proceeds to
be allocated is as follows:
(i) Approximately 35% (approximately HK$315.8 million) of the net proceeds is
expected to be used to recruit product managers, technical experts and other
professionals for the development of Xiaoming Co-pilot, the development of
our generative marketing platform, development in operational intelligence
hardware and upgrading Miaozhen Systems (including launching and
developing its overseas version). We expect that these specialized talents to
lead the development and upgrades of our new products, bring in domain-
specific knowledge and skills that are critical for applying our proprietary
technologies in practice, and ensure that our product development processes
are efficient and aligned with market needs.
(a) Development of Xiaoming Co-pilot. Following the launch of Deepseek R1
and other advanced large language models, combined with our efforts to
leverage Xiaoming Co-pilot’s integrated connectivity and sophisticated
analytical capabilities, we intend to further expand the functionalities and
features of Xiaoming Co-pilot and commercialize this product to address
enterprise employees’ needs for an all-in-one smart assistant with
minimal technical barrier and integrated marketing functions in
marketing and operational verticals. This expansion aims to enable
broader deployment across diverse verticals within marketing
intelligence operations through optimized deduction architectures and
scalable application frameworks. A key focus will be strengthening AI
agents, task-automation tools powered by artificial intelligence,
embedded in Xiaoming Co-pilot and launching a dedicated marketplace
in partnership with ecosystem collaborators to expand its capabilities and
competitive edge. For details on Xiaoming Co-pilot, see
“Business—Large Model Products—Xiaoming Co-pilot.” We plan to
execute a strategic recruitment plan to attract top-tier technical and
commercialization talent, positioning Xiaoming Co-pilot for leadership
FUTURE PLANS AND USE OF PROCEEDS
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--- page 484 ---
across multiple verticals and sustainable growth. The table below sets
forth our recruitment plan over the next three years to develop Xiaoming
Co-pilot:
Position
Number of
recruits
Estimated average
salary per annum
Qualification2025 2026 2027
(RMB in thousands)
Product manager /H1118/H1118/H1118/H1118/H1118/H1118/H11184
697 732 769
Bachelor’s degree or higher with more than
three years’ experience
Technical architect /H1118/H1118/H1118/H1118/H1118/H11182 Master’s degree or higher with more than ten
years’ experience
Front-end technical developer /H1118/H1118 6 Bachelor’s degree or higher with more than
three years’ experience
Back-end technical developer /H1118/H1118 8 Bachelor’s degree or higher with more than
three years’ experience
Algorithm expert /H1118/H1118/H1118/H1118/H1118/H1118/H11185 Master’s degree or higher with more than
three years’ experience
Test engineer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 Bachelor’s degree or higher with more than
three years’ experience
Product commercialization
expert /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
4 Bachelor’s degree or higher with more than
five years’ experience
(b) Development of our generative marketing platform. We are dedicated to
solidifying our leading position in marketing intelligence application
software. By investing in and launching our generative marketing
platform, a platform that generate marketing content and strategies and
enterprise marketing insights with the help of large marketing models, we
aim to provide clients with end-to-end generative marketing solutions,
effectively addressing their needs for rapidly producing high-quality
marketing strategies and content in a fast-changing consumer market. We
intend to further train our large marketing models tailored for different
audience segments to drive the creation of marketing strategies and
content and support Miaozhen Systems in transitioning from identifying
and analyzing consumers (“Who”) to influencing consumers with content
FUTURE PLANS AND USE OF PROCEEDS
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--- page 485 ---
(“What”). To achieve this and facilitate our product upgrades, we plan to
recruit talents who have experience in integrating AI with marketing
products. The table below sets forth our recruitment plan over the next
three years to develop generative marketing platform:
Position
Number of
recruits
Estimated average
salary per annum
Qualification2025 2026 2027
(RMB in thousands)
Product manager /H1118/H1118/H1118/H1118/H1118/H1118/H11185
713 749 787
Bachelor’s degree or higher with more than
three years’ experience in the marketing
industry
Technical architect /H1118/H1118/H1118/H1118/H1118/H11183 Master’s degree or higher with more than ten
years’ experience in the marketing industry
Front-end technical developer /H1118/H1118 4 Bachelor’s degree or higher with more than
three years’ experience
Back-end technical developer /H1118/H1118 8 Bachelor’s degree or higher with more than
three years’ experience
Algorithm expert /H1118/H1118/H1118/H1118/H1118/H1118/H11185 Master’s degree or higher with more than
three years’ experience in the marketing
industry
Test engineer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 Bachelor’s degree or higher with more than
three years’ experience
Product commercialization
expert /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
3 Bachelor’s degree or higher with more than
five years’ experience in the marketing
industry
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(c) Development in operational intelligence hardware. We plan to
continually launch more operational intelligence hardware, leveraging
iterative enhancements in hardware capabilities to integrate technology,
knowledge, and data across our operational intelligence product line. This
initiative will establish a cohesive product ecosystem, refine our smart
store operating system, and deliver a more comprehensive digital-
intelligent work experience for clients’ employees. For example, we
expect to increase investments in further developing our edge computing
devices, represented by our conversational intelligence hardware,
Lingting. The table below sets forth our recruitment plan over the next
three years to develop operational intelligence hardware:
Position
Number of
recruits
Estimated average
salary per annum
Qualification2025 2026 2027
(RMB in thousands)
Software product manager /H1118/H1118/H1118 1
700 735 772
Bachelor’s degree or higher with more than
three years’ experience
Hardware product manager /H1118/H1118/H1118 2 Bachelor’s degree or higher with more than
three years’ experience
Technical architect /H1118/H1118/H1118/H1118/H1118/H11182 Master’s degree or higher with more than
three years’ experience in the hardware
industry
Back-end technical developer /H1118/H1118 3 Bachelor’s degree or higher with more than
three years’ experience
Embedded development
engineer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
3 Bachelor’s degree or higher with more than
three years’ experience
Algorithm engineer /H1118/H1118/H1118/H1118/H1118/H11182 Master’s degree or higher with more than
three years’ experience and background in
embedded development industry
Test engineer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 Bachelor’s degree or higher with more than
three years’ experience
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(d) Upgrade Miaozhen Systems (including launching and developing its
overseas version). To strengthen our leading position in the marketing
intelligence application software market, we plan to upgrade Miaozhen
Systems in terms of data integration, data processing, and AI-powered
decision-making capabilities. Specifically, we expect to hone Miaozhen
Systems’ ability to quickly and accurately integrate non-standard and
structured data. We also aim to advance our proprietary knowledge graphs
to accelerate data processing efficiency and data-driven insights.
Furthermore, we plan to continue deeply integrating Miaozhen Systems’
AI capabilities, such as influencer marketing AI agents that streamline the
process of selecting and managing brand influencers. These agents
automate tasks such as identifying suitable influencers, coordinating
campaigns, and analyzing performance metrics, ultimately boosting the
efficiency and impact of brand marketing efforts. Additionally, by
utilizing HMLLM, Miaozhen Systems can evaluate multiple advertising
creatives simultaneously, offering detailed reports that highlight strengths
and areas for improvement. This model supports one-click editing,
allowing users to quickly generate diverse and optimized versions of
advertisements tailored to specific communication needs, thereby
enhancing creative effectiveness and engagement. We expect that through
investments in honing these technical capabilities, we will further refine
our product capabilities in advertising monitoring, analysis, insights,
prediction and optimization. We will continue to leverage these
technologies in the development of RTA products, which receives
first-party data in real-time and assists in real-time advertising related
business decisions, thereby establishing a comprehensive, closed-loop
marketing intelligence process. In addition, we plan to extend the
accumulated product and technical capabilities of Miaozhen Systems to
overseas markets to increase our market share and revenue. To achieve
this, we will recruit technical talent with relevant experience and
technological capabilities to develop competitive marketing intelligence
products that meet the evolving needs of clients.
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The table below sets forth our recruitment plan by position over the next
three years to upgrade Miaozhen Systems:
Position
Number of
recruits
Estimated average
salary per annum
Qualification2025 2026 2027
(RMB in thousands)
Product manager /H1118/H1118/H1118/H1118/H1118/H1118/H11184
698 733 770
Bachelor’s degree or higher with more than
three years’ experience in overseas
marketing product experience
Technical architect /H1118/H1118/H1118/H1118/H1118/H11184 Master’s degree or higher with more than ten
years’ experience, proficient to conduct
work in both Chinese and English
Front-end technical developers /H1118 6 Bachelor’s degree or higher with more than
three years’ experience, proficient to
conduct work in both Chinese and English
Back-end technical developers /H1118 9 Bachelor’s degree or higher with more than
three years’ experience, proficient to
conduct work in both Chinese and English
Algorithm expert /H1118/H1118/H1118/H1118/H1118/H1118/H11181 Master’s degree or higher with more than
three years’ experience, proficient to
conduct work in both Chinese and English
Test engineer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 Bachelor’s degree or higher with more than
three years’ experience, proficient to
conduct work in both Chinese and English
Product commercialization
expert /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
4 Bachelor’s degree or higher with more than
five years’ experience, proficient to
conduct work in both Chinese and English
(ii) Approximately 5% (approximately HK$45.1 million) of the net proceeds is
expected to be used to lease or procure devices and equipment to support our
technological infrastructure for product development. These devices and
equipment include efficient cloud computing services, devices, servers, and
network security infrastructure, as well as advanced servers and devices to
improve our data storage and real-time computing capabilities. Additionally,
we plan to upgrade big data clusters and computing nodes to boost our overall
computing power, thereby supporting the development of more advanced
technologies.
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 Approximately 15% (approximately HK$135.3 million) of the net proceeds is
expected to be used for marketing, branding, and sales force expansion, aimed at
further growing our client base and deepening our foothold in the data intelligence
industry. Specific activities include hosting product demonstration and experience
events where target clients can experience our products firsthand through live
demonstrations and case studies. We will also organize seminars where existing
clients share their success stories and the effectiveness of our products, helping
potential clients intuitively understand the benefits and value of our offerings.
Additionally, we will strengthen our cooperation with industry associations,
chambers of commerce, and consulting firms to co-host marketing activities such as
industry conferences and white paper releases. We expect to establish strategic
partnerships with upstream and downstream enterprises, such as advertising
agencies and marketing consulting firms, to provide more comprehensive services
for our target clients. Our online efforts will include posting advertisements,
improving search engine rankings, and operating our official social media accounts,
while offline, we plan to participate in industry exhibitions to enhance our brand
visibility. The following sets forth our domestic and overseas expansion plan:
(a) Domestic expansion. With a current sales team of around 50 professionals
concentrated in Beijing, Shanghai, Guangzhou, and Shenzhen, which are the
core markets where we maintain a robust client base, we intend to strategically
scale the team to 70 to 80 members over the next three years. This expansion
will focus on key economic hubs such as, Hangzhou, Nanjing, Chengdu and
Chongqing, and coastal regions, such as Fujian, aligning with our shift toward
serving domestic enterprises alongside multinational clients. While our
revenue grew steadily from 2022 to 2024, targeted organizational efficiency
improvements and technological upgrades allowed us to operate with a leaner
team. However, evolving market dynamics necessitate this calibrated rebuild to
address rising demand. To ensure competitiveness, we plan to prioritize
recruiting industry-specialized talent, particularly for the beauty and 3C
sectors, and implementing structured training programs, enabling our team to
deliver tailored solutions for increasingly complex client needs.
(b) Overseas expansion. We have previously launched an online advertising
evaluation and management system targeting the international market in 2014.
The product addresses enterprises’ needs by providing a full-cycle advertising
operation management covering advertising campaigns, multi-dimensional
data insights and analysis, and convenient data download services. Since
launch, the product targeted the Southeast Asia markets. The product has
attracted a client base of top players in their respective industries, which we
believe constitutes a strong foundation for our further overseas expansion. In
light of the overseas expansion of Chinese consumer goods companies and
drawing on our extensive experience serving multinational enterprises, we
hope to assist these Chinese companies in establishing and solidifying their
international presence and achieve rapid business developments in the AI era.
The market landscape in Southeast Asia, Europe, and the Middle East presents
significant growth opportunities. We expect to execute our overseas expansion
plan starting with Singapore, a strategic gateway to Asia-Pacific markets,
FUTURE PLANS AND USE OF PROCEEDS
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--- page 490 ---
where we will establish local teams to refine market insights and adapt our
marketing intelligence offerings. Subsequent expansions target Japan,
Indonesia, Malaysia, Thailand, and select European and Middle East markets.
We will seek talents with an international perspective and cross-cultural
communication skills and collaborate with local professional teams to ensure
that we can smoothly enter and adapt to different market environments.
Specifically, we intend to support our overseas expansions with an overseas
recruitment plan of over ten professionals in the next two to three years. This
dual focus on domestic scalability and global capability-building underscores
our commitment to becoming a trusted partner for enterprises navigating
digital transformation worldwide. To ensure compliance with local legal
requirements on data intelligence business operations for our overseas
expansion, we will implement robust internal control measures. Our privacy
policy and terms of service for overseas products outline agreements related to
product features, payment models, data collection, processing, and sharing,
data usage notifications, and liability limitations. Currently, our overseas
products are in the testing phase. Therefore, we believe our existing internal
control measures are adequate. We intend to designate dedicated personnel
responsible for monitoring and ensuring adherence to local regulations in each
target international market, conduct regular audits and compliance training for
our staff, and collaborate with local legal advisors to navigate the regulatory
landscape effectively and mitigate any potential risks associated with data
privacy and security. We expect to reinforce our internal control measures as
we commercialize the products targeting the overseas markets, including
establishing local compliance teams and partnerships with local compliance
resources, as well as obtaining required licenses, permits and certificates as
mandated by local regulatory authorities. By integrating these internal control
mechanisms, we aim to maintain compliance with legal requirements and
ethical standards in our international operations.
 Approximately 10% (approximately HK$90.2 million) of the net proceeds is
expected to be used for working capital and general corporate purposes.
The additional net proceeds that we would receive if the Over-allotment Option were
exercised in full would be HK$146.6 million.
To the extent that the net proceeds from the Global Offering (including the net proceeds
from the exercise of the Over-allotment Option) are either more or less than expected, we may
adjust our allocation of the net proceeds for the above purposes on a pro rata basis.
To the extent that the net proceeds of the Global Offering are not immediately required
for the above purposes or if we are unable to put into effect any part of our plan as intended,
we may hold such funds in short-term interest-bearing accounts with licensed commercial
banks and/or other authorized financial institutions (as defined under the Securities and Futures
Ordinance or applicable laws and regulations in other jurisdictions) so long as it is deemed to
be in the best interests of the Company. In such event, we will comply with the appropriate
disclosure requirements under the Listing Rules.
FUTURE PLANS AND USE OF PROCEEDS
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OVERVIEW
We have entered into cornerstone investment agreements (the “ Cornerstone Investment
Agreement(s) ”) with the cornerstone investors set out below (“ Cornerstone Investor(s) ”),
pursuant to which the Cornerstone Investors have agreed to, subject to certain conditions,
subscribe, or cause their designated entities to subscribe, for such number of Offer Shares
(rounded down to the nearest whole board lot of 40 Class A Shares) that may be purchased at
the Offer Price of an aggregate amount of up to approximately US$59 million (or
approximately HK$459 million, based on the exchange rate set out in the section headed
“Information About this Document and the Global Offering—Exchange Rate Conversion”) and
exclusive of brokerage, the SFC transaction levy, the AFRC transaction levy and the Stock
Exchange trading fee (each a “ Cornerstone Investment ” and collectively, the “ Cornerstone
Placing ”).
We believe that the Cornerstone Placing demonstrates our Cornerstone Investors’
confidence in our Company and its business prospect, and that the Cornerstone Placing will
help to raise the profile of our Company. Our Company became acquainted with each of the
Cornerstone Investors in its ordinary course of business through the Group’s business network
or through introduction by our Company’s business partners/the Overall Coordinators in the
Global Offering.
The Cornerstone Placing will form part of the International Offering, and save as
otherwise consented to by the Stock Exchange in accordance with Chapter 4.15 of the Guide
for New Listing Applicants, the Cornerstone Investors and their respective close associates will
not acquire any Offer Shares under the Global Offering (other than pursuant to the Cornerstone
Investment Agreements). The Offer Shares to be acquired by the Cornerstone Investors will
rank pari passu in all respects with the fully paid Class A Shares in issue following the Global
Offering of the Company and, other than the Offer Shares allocated to the Tencent Investor,
will be counted towards the public float of our Company under Rule 8.08(1) of the Listing
Rules.
Other than a guaranteed allocation of the relevant Offer Shares at the final Offer Price,
the Cornerstone Investors do not have any preferential rights under each of their Cornerstone
Investment Agreements, as compared with other public Shareholders. There are no side
arrangements or agreements between our Company and the Cornerstone Investors or any
benefit, direct or indirect, conferred on the Cornerstone Investors by virtue of or in relation to
the Global Offering, other than a guaranteed allocation of the relevant Offer Shares at the final
Offer Price, following the principles as set out in Chapter 4.15 of the Guide for New Listing
Applicants.
CORNERSTONE INVESTORS
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As confirmed by each of the Cornerstone Investors, their subscription under the
Cornerstone Placing would be financed by their own internal financial resources and they have
sufficient funds to settle the respective investment under the Cornerstone Placing. Each of the
Cornerstone Investors has confirmed that all necessary approvals have been obtained with
respect to the Cornerstone Placing and that no specific approval from any stock exchange (if
relevant) is required for the relevant Cornerstone Placing.
The Cornerstone Investors have agreed to fully pay for the relevant Offer Shares that they
have subscribed before dealings in the Company’s Shares commence on the Stock Exchange.
Where delayed delivery takes place, each Cornerstone Investor has agreed that it shall
nevertheless pay for the relevant Offer Shares before the Listing.
The Offer Shares to be subscribed by the Cornerstone Investors may be affected by
reallocation of the Offer Shares between the International Offering and the Hong Kong Public
Offering pursuant to Practice Note 18 of the Listing Rules or for the purposes of complying
with Rules 8.08 and 8.08A of the Listing Rules. Details of the actual number of Offer Shares
to be allocated to the Cornerstone Investors will be disclosed in the allotment results
announcement to be issued by us on or around October 31, 2025.
CORNERSTONE INVESTORS
Based on the information provided by the Cornerstone Investors in connection with the
Cornerstone Placing, our Cornerstone Investors are as follows:
1. Huang River Investment Limited
Huang River Investment Limited (the “ Tencent Investor ”) is a limited company
incorporated in the British Virgin Islands and is wholly owned by Tencent Holdings Limited
(“Tencent ”), a company listed on the Stock Exchange (HKEX: 700). Tencent is principally
engaged in the provision of communication, social, digital content, games, marketing services,
fintech and business services in the PRC.
2. Ms. Minfang Guo (ٹ)
Ms. Minfang Guo is a private investor, an independent third party and a CFA
charterholder. She has over 20 years of experience in the capital markets and has invested in
a number of private equity projects in the primary market as well as investment targets in the
secondary market. Ms. Guo has previously invested in well-known enterprises such as Hygon
Information Technology Co Ltd. (SSE: 688041), Y angtze Memory Technologies Co., Ltd.,
Hangzhou EZVIZ Network Co., Ltd. (SSE: 688475), KKChips Automotive Electronics Tech
Co., Ltd, Thinkforce Electronic Technology Co., Ltd., and ZD Medical Inc., with her
investment scope covering multiple industries including hard technology, medical devices, and
medical services.
CORNERSTONE INVESTORS
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--- page 493 ---
3. Hundreds Capital
Hundreds Capital is an exempted company incorporated in the Cayman Islands and
ultimately wholly owned by a trust, the trustee of which is Vistra Trust (Singapore) Pte.
Limited and the settlor of which is Dr. Y anqing He (ڡthe beneficiaries of the trust is
Dr. He and his family. Hundreds Capital holds an investment portfolio that spans emerging
sectors such as semiconductors, artificial intelligence, consumption and retail, TMT and
advanced manufacturing.
4. Ms. Lina Bao (ࢆ)
Ms. Lina Bao is an individual professional investor with many years of experience
investing in capital markets (primarily in the U.S.). Ms. Bao is the sole owner of Zac&na
Capital Inc., an investment vehicle incorporated in the BVI with AUM of approximately
USD35 million. Ms. Bao’s investment strategies primarily focus on pre-IPO financing and
emerging industries. Ms. Bao has participated in the initial public offering of Axonics, Inc.
(NASDAQ: AXNX) which was listed on Nasdaq in 2018 and had subsequently been privatized
in 2024.
5. Treasure-stone Investment Group Limited
Treasure-stone Investment Group Limited (“ Treasure-stone ”) is a company with limited
liability incorporated in British Virgin Islands. It has participated in an investment portfolio of
over USD200 million and is wholly-owned by Feng Du ( Ӂቜ). Treasure-stone is advised by
We Capital Management Pte. Ltd., a Singapore licensed investment manager under common
ownership with Feng Du. Treasure-stone focuses on investments primarily in the SaaS and
advanced technology sectors in both the primary market (private equity and venture capital)
and secondary market. Its investment portfolio includes CreateAI Holdings Inc. (NASDAQ:
TSPH), Tongguan Gold Group Limited (SEHK: 0340) and DreamSky Technology Holdings
Limited (SEHK: 1119).
6. GFH Financial Group B.S.C.
GFH Financial Group B.S.C. (“ GFH”), a company incorporated in the Kingdom of
Bahrain in 1999, is one of the leading asset managers in the Gulf Cooperation Council
(“GCC”) region. GFH is listed on four stock exchanges in the GCC, namely the Bahrain
Bourse (ticket symbol: GFH), Boursa Kuwait (ticket symbol: GFH), Abu Dhabi Securities
Exchange (ticket symbol: GFH) and Dubai Financial Market (ticket symbol: GFH). GFH has
a diversified business model with activities spanning Investment Banking, Commercial
Banking, and Treasury and Proprietary Investments across North America, Europe and Asia. As
of June 30, 2025, GFH manages assets and funds of approximately US$24 billion.
CORNERSTONE INVESTORS
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7. QuantumPharm Limited
QuantumPharm Limited (“ QuantumPharm ”) is a private company limited by shares
incorporated in Hong Kong. It is a wholly-owned company of XtalPi Holdings Limited
(HKEX: 2228). XtalPi Holdings Ltd is a company primarily engaged in the provision of drug
and material science research and development solutions and services in the pharmaceutical
and material science industries through artificial intelligence and robotics. XtalPi Holdings Ltd
mainly invests in companies engaging in domains which align with its business focus,
including artificial intelligence, robotics, design and discovery of drugs and new materials,
biomaterials, agritech applications and other advanced technology sectors.
Further Details of the Tencent Investor
The Tencent Investor is a close associate of Image Frame Investment (HK) Limited, Grace
Gate Holding Limited and Master Power Holding Limited, each of which is our existing
Shareholder and a core connected person of the Company as at the date of this document
(collectively, the “ Tencent Shareholders ”). Upon Listing, the Tencent Investor and the
Tencent Shareholders will each be a connected person of the Company.
We have applied for, and the Stock Exchange has granted, a waiver from strict compliance
with the requirements under Rules 9.09(b), 10.04 of, and consent under Paragraph 5(2) of
Appendix F1 to, the Listing Rules for the allocation of Offer Shares to the Tencent
Shareholders and/or their close associate(s). See “Waivers and Exemption—Subscription for
Shares by Existing Shareholders—Subscription by Tencent Shareholders.”
Further Details about Hundreds Capital
Hundreds Capital is the general partner of Hundreds ANTA Fund Limited Partnership,
Hundreds Golden Vision Fund L.P . and Hundreds Six Fund Limited Partnership, each of which
is our existing shareholder (collectively, the “ Hundreds Capital Shareholders ”). The
Hundreds Capital Shareholders collectively hold approximately 2.22% of the total issued share
capital of the Company (on a fully-diluted and as converted basis) immediately before the
Global Offering. None of Hundreds Capital or the Hundreds Capital Shareholders is a
connected person of the Company.
We have applied for, and the Stock Exchange has granted, a waiver from strict compliance
with the requirements under Rule 10.04 of, and consent under Paragraph 5(2) of Appendix F1
to, the Listing Rules in relation to the subscription by Hundreds Capital (being an associate of
existing shareholders). For more information, see “Waivers and Exemption— Subscription for
Shares by Existing Shareholders—Subscription by Participating Shareholders and/or their
close associates.”
CORNERSTONE INVESTORS
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--- page 495 ---
Other Confirmations
Upon Listing, none of the Cornerstone Investors or their close associates will, by virtue
of their cornerstone investments, have any Board representation in our Company; and save for
the Tencent Investor, none of the Cornerstone Investors and their close associates will hold
10% or more of the total issued Shares upon Listing.
The Tencent Investor is: (i) independent of other Cornerstone Investors; (ii) not
accustomed to take instructions from us, our Directors, chief executive, Controlling
Shareholders, any of our subsidiaries or their respective close associates in relation to the
acquisition, disposal, voting or other disposition of the Shares; and (iii) not financed by us, our
Directors, chief executive, Controlling Shareholders, or any of our subsidiaries or their
respective close associates.
Hundreds Capital is: (i) an Independent Third Party and not a connected person of the
Company; (ii) independent of other Cornerstone Investors; (iii) not accustomed to take
instructions from us, our Directors, chief executive, Controlling Shareholders, any of our
subsidiaries or their respective close associates in relation to the acquisition, disposal, voting
or other disposition of the Shares; and (iv) not financed by us, our Directors, chief executive,
Controlling Shareholders, or any of our subsidiaries or their respective close associates.
Each of the other Cornerstone Investors is: (i) an Independent Third Party and not a
connected person of the Company; (ii) independent of other Cornerstone Investors; (iii) not
accustomed to take instructions from us, our Directors, chief executive, Controlling
Shareholders, substantial shareholders, existing Shareholders or any of our subsidiaries or their
respective close associates in relation to the acquisition, disposal, voting or other disposition
of the Shares; and (iv) not financed by us, our Directors, chief executive, Controlling
Shareholders, substantial shareholders, existing Shareholders or any of our subsidiaries or their
respective close associates.
CORNERSTONE INVESTORS
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--- page 496 ---
CORNERSTONE PLACING
The table below sets out the total number of Offer Shares subscribed for under the
Cornerstone Placing:
Aggregate
Offer Shares
allocated
under the
Cornerstone
Placing (1) % of Offer Shares
% of total issued share
capital of the Company
No exercise
of Over-
allotment
Option
Full
exercise of
Over-
allotment
Option
No exercise
of Over-
allotment
Option
Full
exercise of
Over-
allotment
Option
Based on the Offer Price
of HK$141.00 /H1118/H1118/H1118/H1118/H1118/H11183,254,680 45.1% 39.2% 2.3% 2.2%
Notes:
(1) Subject to rounding down to the nearest whole board lot of 40 Offer Shares. Calculated based on the
exchange rate set out in the section headed “Information About this Document and the Global
Offering—Exchange Rate Conversion.”
(2) Percentages in the above tables are approximations and subject to rounding.
CORNERSTONE INVESTORS
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--- page 497 ---
The tables below sets out the Offer Shares subscribed for by the Cornerstone Investments:
Based on the Offer Price of HK$141.00
Cornerstone Investor
Subscription
amount
Number of
Offer Shares to
be acquired (1)
No exercise of
Over-allotment Option
Full exercise of
Over-allotment Option
(US$ in
millions)
% of Offer
Shares
%o ft h e
issued share
capital
% of Offer
Shares
%o ft h e
issued share
capital
Huang River
Investment Limited /H1118/H1118 7.00 386,160 5.3% 0.3% 4.7% 0.3%
Ms. Minfang Guo /H1118/H1118/H1118/H111820.00 1,103,320 15.3% 0.8% 13.3% 0.8%
Treasure-stone
Investment Group
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810.00 551,640 7.6% 0.4% 6.6% 0.4%
Ms. Lina Bao /H1118/H1118/H1118/H1118/H1118/H1118/H111810.00 551,640 7.6% 0.4% 6.6% 0.4%
Hundreds Capital /H1118/H1118/H1118/H11185.00 275,800 3.8% 0.2% 3.3% 0.2%
GFH Financial Group
B.S.C. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.00 275,800 3.8% 0.2% 3.3% 0.2%
QuantumPharm
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.00 110,320 1.5% 0.1% 1.3% 0.1%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859.00 3,254,680 45.1% 2.3% 39.2% 2.3%
Notes:
(1) Subject to rounding down to the nearest whole board lot of 40 Offer Shares. Calculated based on the
exchange rate set out in the section headed “Information About this Document and the Global
Offering—Exchange Rate Conversion.”
(2) Percentages in the above tables are approximations and subject to rounding.
CLOSING CONDITIONS
The obligation of the Cornerstone Investors to subscribe for the Offer Shares under their
Cornerstone Investment Agreements is subject to, among other things, the following closing
conditions:
(a) the Underwriting Agreements for the Hong Kong Public Offering and the
International Offering 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 Underwriting Agreements, and neither of the aforesaid
Underwriting Agreements having been terminated;
CORNERSTONE INVESTORS
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--- page 498 ---
(b) the Offer Price having been agreed according to Underwriting Agreements and Price
Determination Agreement among the parties thereto in connection with the Global
Offering;
(c) the Listing Committee of the Stock Exchange having granted the approval for the
listing of, and permission to deal in, the Class A Shares (including the Offer Shares
to be subscribed for by the Cornerstone Investors in the International Offering as
well as other applicable consents, waivers and approvals) and such consent, waiver
and approval having not been revoked prior to the commencement of dealings in the
Shares on the Stock Exchange;
(d) no laws shall have been enacted or promulgated by any applicable governmental
authority which prohibits the consummation of the transactions contemplated in the
Global Offering or in the respective Cornerstone Investment Agreement and there
shall be no orders or injunctions from a court of competent jurisdiction in effect
precluding or prohibiting consummation of such transactions; and
(e) the respective representations, acknowledgements, warranties, undertakings and
confirmations of the Cornerstone Investor under their Cornerstone Investment
Agreement are (as of the date of the Cornerstone Investment Agreement) and will be
(as of the Listing Date) 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 the relevant Cornerstone Investor.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each Cornerstone Investor has agreed that it will not, whether directly or indirectly, at any
time during the period of 270 days from the Listing Date (the “ Lock-up Period ”), dispose of,
in any way, any of the Offer Shares or any interest in any company or entity holding such Offer
Shares that 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 such Cornerstone Investor, including the Lock-up
Period restriction.
CORNERSTONE INVESTORS
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--- page 499 ---
HONG KONG UNDERWRITERS
China International Capital Corporation Hong Kong Securities Limited
CLSA Limited
China Renaissance Securities (Hong Kong) Limited
Futu Securities International (Hong Kong) Limited
Tiger Brokers (HK) Global Limited
Fuze Securities (International) Limited
Livermore Holdings Limited
Mulana Investment Management Limited
Citrus Securities Limited
UNDERWRITING
This prospectus is published solely in connection with the Hong Kong Public Offering.
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a
conditional basis. The International Offering is expected to be fully underwritten by the
International Underwriters subject to the terms and conditions of the International
Underwriting Agreement.
The Global Offering comprises the Hong Kong Public Offering of initially 721,920 Hong
Kong Offer Shares and the International Offering of initially 6,497,080 International Offering
Shares, subject, in each case, to reallocation on the basis as described in the section headed
“Structure of the Global Offering” in this document as well as to the Over-allotment Option (in
the case of the International Offering).
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, the Company is offering the Hong
Kong Offer Shares for subscription on the terms and conditions set out in this prospectus and
the Hong Kong Underwriting Agreement at the Offer Price.
Subject to (a) the Listing Committee granting approval for the listing of, and permission
to deal in, the Shares (including any additional Shares that may be issued pursuant to the
exercise of the Over-allotment Option) on the Main Board of the Stock Exchange and such
approval not having been subsequently revoked prior to the commencement of trading of the
Shares on the Stock Exchange and (b) certain other conditions set out in the Hong Kong
Underwriting Agreement, the Hong Kong Underwriters have agreed severally but not jointly to
procure subscribers for, or themselves to subscribe for, their respective applicable proportions
of the Hong Kong Offer Shares being offered which are not taken up under the Hong Kong
Public Offering on the terms and conditions set out in this prospectus and the Hong Kong
Underwriting Agreement.
UNDERWRITING
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--- page 500 ---
The Hong Kong Underwriting Agreement is conditional on, among other things, the
International Underwriting Agreement having been executed and becoming unconditional and
not having been terminated in accordance with its terms.
Grounds for termination
If any of the events set out below occur at any time prior to 8:00 a.m. on the Listing Date,
the Sole Sponsor-Overall Coordinator (for itself and on behalf of the Hong Kong Underwriters)
shall be entitled by written notice to the Company to terminate the Hong Kong Underwriting
Agreement with immediate effect:
(i) 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 in or affecting Hong Kong, Cayman Islands, the BVI,
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, 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, 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 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
UNDERWRITING
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--- page 501 ---
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 Y ork 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 Sole Sponsor-Overall
Coordinator, 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 a Group Company or
a director or a senior management member of any Group Company 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 Group Company 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 this 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
UNDERWRITING
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--- page 502 ---
(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 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 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 Group Company 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,
which, in any such case individually or in the aggregate, in the sole and absolute
opinion of the Sole Sponsor and the Sole Sponsor-Overall Coordinator (for itself and
on behalf of the Hong Kong Underwriters):
i. 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
ii. 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
iii. makes or will make or may make it impracticable, inadvisable, inexpedient or
incapable for any material part of this 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; or
iv. has or will or may have the effect of making any part of this Agreement
(including underwriting) incapable of performance in accordance with its
terms or preventing the processing of applications and/or payments pursuant to
the Global Offering or pursuant to the underwriting thereof; or
UNDERWRITING
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(ii) there has come to the notice of the Sole Sponsor and the Sole Sponsor-Overall
Coordinator (for itself and on behalf of the Hong Kong Underwriters) that:
(a) any statement contained in any of the Offering Documents, the CSRC Filings
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 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 the Prospectus, constitute a material
omission or misstatement in any Global Offering Document; or
(c) any breach of, or any event or circumstance rendering untrue or incorrect or
misleading in any respect, any of the representations, warranties and
undertakings given by the Company or the Controlling Shareholders in this
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 pursuant to the indemnities in this
Agreement; or
(e) any 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 this Agreement, the International Underwriting
Agreement or the Cornerstone Investment Agreements; 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
UNDERWRITING
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(i) 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
(j) the approval of the Listing Committee of the listing of, and permission to deal
in, (i) the Class A Shares in issue and to be issued pursuant to the Global
Offering (including any Class A Shares which may be issued pursuant to the
exercise of the Over-allotment Option); (ii) the Class A Shares to be issued
under the Share Incentive Plans; and (iii) the Class A Shares that may be issued
upon conversion of the Class B Shares on a one to one basis on the Main Board
of the Stock Exchange 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
(k) any person (other than the Sole Sponsor) 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
(l) 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
(m) any person (other than the Sole Sponsor and the Sole Sponsor-Overall
Coordinator) has withdrawn or sought to withdraw its consent to being named
in any of the Offering Documents or to the issue of any of the Offering
Documents; 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 Sole Sponsor-Overall Coordinator, the issue or
requirement to issue by the Company of a supplement or amendment to the
CSRC Filings pursuant to the CSRC Rules 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
UNDERWRITING
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(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 investors
under the Cornerstone Investment Agreements signed with such cornerstone
investors, have been withdrawn, terminated or cancelled
then, in each case, the Sole Sponsor-Overall Coordinator (for itself and on behalf of
the Hong Kong Underwriters) may, in their sole and absolute discretion and upon
giving notice in writing to the Company, terminate this Agreement with immediate
effect.
Undertakings to the Stock Exchange pursuant to the Listing Rules
Undertakings by the Company
Pursuant to Rule 10.08 of the Listing Rules, the Company has undertaken to the Stock
Exchange that it will not issue any further Shares or securities convertible into equity securities
of the Company (whether or not of a class already listed) or enter into any agreement to such
issue within six months from the Listing Date (whether or not such issue of Shares or securities
will be completed within six months from the Listing Date), except pursuant to the Global
Offering, the exercise of the Over-allotment Option or for the circumstances permitted under
Rule 10.08 of the Listing Rules.
Undertakings by Our Controlling Shareholders
Pursuant to Rule 10.07(1) of the Listing Rules, each member of our Controlling
Shareholders has undertaken to the Stock Exchange and to the Company that, except and for
the circumstances permitted under the Listing Rules, it/he/she shall not and shall procure that
the relevant registered holder(s) shall not:
(i) at any time in the period commencing on the date by reference to which disclosure
of his/her/its holding of Shares is made in this prospectus and ending on the date
which is six months from the Listing Date, 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 Shares in respect of which any of them are shown by this
prospectus to be the beneficial owner; and
(ii) at any time in the period of six months from the date on which the period referred
to in paragraph (i) above expires, 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 Shares to such extent that immediately following such disposal or upon
the exercise or enforcement of such options, rights, interests or encumbrances,
he/she/it will, directly or indirectly cease to be a member of the Controlling
Shareholders.
UNDERWRITING
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--- page 506 ---
Note (2) to Rule 10.07(2) of the Listing Rules provides that Rule 10.07 does not prevent
a Controlling Shareholder from using the Shares beneficially owned by him/her as security
(including a charge or pledge) 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.
Pursuant to Note (3) to Rule 10.07(2) of the Listing Rules, each of our Controlling
Shareholders has further undertaken to the Stock Exchange and to the Company that within the
period commencing on the date by reference to which disclosure of its/his/her shareholding in
the Company is made in this prospectus and ending on the date which is 12 months from the
Listing Date, he/she shall:
(i) when it/he/she pledges or charges any securities of the Company beneficially owned
by it/him/her 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
pursuant to Note (2) to Rule 10.07(2) of the Listing Rules, immediately inform the
Company of such pledge/charge together with the number of securities so
pledged/charged; and
(ii) when it/he/she receives indications, either verbal or written, from the
pledgee/chargee that any of the pledged/charged securities of the Company will be
disposed of, immediately inform the Company of such indications.
We will inform the Stock Exchange as soon as we have been informed of the matters
referred to in paragraph (i) and (ii) above (if any) by any Controlling Shareholder and subject
to the requirements of the Listing Rules disclose such matters by way of an announcement
which is published in accordance with Rule 2.07C of the Listing Rules as soon as possible.
Undertakings pursuant to the Hong Kong Underwriting Agreement
(A) Undertakings by the Company
Except for the issue, offer or sale of the Offer Shares by the Company pursuant to the
Global Offering (including pursuant to the Over-allotment Option), the issue of any Class A
Shares pursuant to the Share Incentive Plans and the conversion of the Class B Shares as
disclosed in the Prospectus, during the period commencing on the date of this Agreement and
ending on, and including, the date that is six months after the Listing Date (the “ First Six
Month Period ”), the Company hereby undertakes to each of the Sole Sponsor, the Sole
Sponsor-Overall Coordinator, the Overall Coordinators, the Capital Market Intermediaries, the
Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong
Underwriters not to, and to procure each other member of the Group not to without the prior
written consent of the Sole Sponsor and the Sole Sponsor-Overall Coordinator (for itself and
on behalf of the Hong Kong Underwriters) and unless in compliance with the requirements of
the Listing Rules:
(i) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree
to allot, issue or sell, 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
UNDERWRITING
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--- page 507 ---
Encumbrance over; either directly or indirectly, conditionally or unconditionally,
any legal or beneficial interest in the share capital or any other securities of the
Company, as applicable, or any interest in any of the foregoing (including, without
limitation, any securities convertible into or exchangeable or exercisable for or that
represents the right to receive, or any warrants or other rights to purchase any share
capital or other securities of the Company or such other member of the Group, as
applicable), or deposit any share capital or other securities of the Company or such
other member of the Group, as applicable, with a depositary in connection with the
issue of depositary receipts; 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 the
Shares or any other securities of the Company or any shares or other securities of
such other member of the Group, as applicable, 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 any other securities of the Company or any
shares or any other securities of such other member of the Group, as applicable); or
(iii) enter into any transaction with the same economic effect as any transaction
described in Clauses (i) or (ii) above; or
(iv) offer to or agree to do any of the foregoing specified in Clauses (i), (ii) or (iii) or
announce any intention to do so, in each case, whether any of the foregoing
transactions is to be settled by delivery of share capital or such other securities, in
cash or otherwise (whether or not the issue of such share capital or other securities
will be completed within the First Six Month Period).
The Company further agrees that, in the event the Company is allowed to enter into any
of the transactions described in Clauses (i), (ii) or (iii) above or offers to or agrees to or
announces any intention to effect any such transaction during the period of six months
commencing on the date on which the First Six Month Period expires (the “ Second Six Month
Period ”), it will 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 for any Shares or other
securities of the Company.
Our Company has agreed and undertaken to each of the Sole Sponsor, the Sole
Sponsor-Overall Coordinator, the Overall Coordinators, the Joint Global Coordinators, the
Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the Capital
Market Intermediaries that it will, and each of Mr. Wu, Mine Mine International Limited,
Equation Holding Limited and Market Pro Holdings Limited has further undertaken to procure
that our Company will, comply with the minimum public float requirements specified in the
Listing Rules or any waiver granted and not revoked by the Stock Exchange (the “ Minimum
Public Float Requirement ”), and it will not effect any purchase of the Shares, or agree to do
so, which may reduce the holdings of the Shares held by the public (as defined in Rule 8.24
UNDERWRITING
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--- page 508 ---
of the Listing Rules) to below the Minimum Public Float Requirement prior to the expiration
of the Second Six-Month Period without first having obtained the prior written consent of the
Sole Sponsor and the Sole Sponsor-Overall Coordinator, (for itself and on behalf of the Hong
Kong Underwriters).
(B) Undertakings by the Controlling Shareholders in respect of themselves
Each of Mr. Wu, Mine Mine International Limited, Equation Holding Limited and Market
Pro Holdings Limited has undertaken to each of our Company, the Sole Sponsor, the Sole
Sponsor-Overall Coordinator, the Overall Coordinators, the Joint Global Coordinators, the
Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters, and the Capital
Market Intermediaries that, except pursuant to the Global Offering (including pursuant to the
Over-allotment Option), without the prior written consent of the Sole Sponsor and the Sole
Sponsor-Overall Coordinator, (for itself and on behalf of the Hong Kong Underwriters) and
unless in compliance with the requirements of the Listing Rules:
(a) he, she or it will not, and will procure that the relevant registered holder(s), any
nominee or trustee holding on trust for it/him/her and the companies controlled by
it/him/her 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 the Company or
any interest therein (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 any such other securities, as applicable or
any interest in any of the foregoing), or deposit any Shares or other securities of the
Company with a depositary in connection with the issue of depositary receipts, 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
Shares or other securities of the Company or any interest therein (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 any such other securities, as applicable or any interest in any of the foregoing),
or (iii) enter into any transaction with the same economic effect as any transaction
specified in (i) or (ii) above, or (iv) offer to or agree to or announce any intention
to effect any transaction specified in (i), (ii) or (iii) above, in each case, whether any
of the transactions specified in (i), (ii) or (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);
UNDERWRITING
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--- page 509 ---
(b) until the expiry of the Second Six-Month Period, in the event that he, she or it enters
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
(c) until the expiry of the Second Six Month Period, in the event that it enters into any
of the transactions specified in (a)(i), (ii) or (iii) or offer to or agrees to or contract
to or publicly announce any intention to effect any such transaction, it/he/she will
take all reasonable steps to ensure that such a disposal will not create a disorderly
or false market in the securities of the Company.
The restrictions in (a), (b), and (c) above shall not prevent the Controlling Shareholders
from (i) purchasing additional Class A Shares or other securities of the Company and disposing
of such additional Class A Shares or securities of the Company in accordance with the Listing
Rules, provided that any such purchase or disposal does not contravene the lock-up
arrangements with the Controlling Shareholders referred to in (a), (b), and (c) above or the
compliance by the Company with the Minimum Public Float Requirement, and (ii) using the
Shares or other securities of the Company or any interest therein beneficially owned by them
as security (including a charge or a pledge) 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, provided that (i) the relevant Controlling Shareholder will immediately inform the
Company and the Sole Sponsor-Overall Coordinator in writing of such pledge or charge
together with the number of Shares or other securities of the Company so pledged or charged
if 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/him/her, and (ii) when the relevant
Controlling Shareholder receives indications, either verbal or written, from the pledgee or
chargee of any Shares that any of the pledged or charged Shares or other securities of the
Company will be disposed of, it/he/she will immediately inform the Company and the Sole
Sponsor-Sponsor-Overall Coordinator of such indications.
Our Company has undertaken to the Sole Sponsor, the Sole Sponsor-Overall Coordinator,
the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Hong Kong Underwriters and the Capital Market Intermediaries that upon
receiving such information in writing from any Controlling Shareholders, it will, as soon as
practicable and if required pursuant to the Listing Rules, the SFO and/or any other applicable
Law, notify the Stock Exchange and/or other relevant Authorities, and make a public disclosure
in relation to such information by way of an announcement.
UNDERWRITING
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--- page 510 ---
Undertakings by our Shareholders as of the date of this Prospectus pursuant to Lock-up
Undertakings
Our Shareholders as of the date of this Prospectus holding approximately 99.37% of the
Class A Shares (as reclassified, redesignated and subdivided from the Shares as held by such
Shareholders in the manner as set out in this Prospectus as if the reclassification, redesignation
and subdivision has been completed on the date of this Prospectus) have undertaken to the
Company, the Sole Sponsor, Overall Coordinators (for themselves and on behalf of the
Underwriters in connection with the Global Offering) and the Joint Global Coordinators that,
subject to certain limited exceptions (such as use of the Locked-up Securities (as defined
below) as security (including a charge or a pledge) for a bona fide commercial loan), during
the period commencing from (and be inclusive of) the Listing Date and ending on the date that
is 270 days from the Listing Date (the “ Lock-up Period ”), they will not and will procure that
their affiliates will not:
(1) offer, pledge, charge, sell, mortgage, lend, create, transfer, assign or otherwise
dispose, grant any option, warrant or right to purchase, sell, lend or otherwise
transfer or dispose of, either directly or indirectly, conditionally or unconditionally,
or create any third party right of whatever nature over any Class A Shares or any
other securities convertible into or exercisable or exchangeable for such Class A
Shares, or that represent the right to receive, such Class A Shares or any interest
therein (including any securities convertible into or exercisable or exchangeable for
such Class A Shares, or that represent the right to receive such Class A Shares)
(collectively referred to as the “ Lock-up Securities ”);
(2) enter into any option, swap or other arrangement that transfers to another, in whole
or in part, any beneficial ownership of the Class A Shares or any of the economic
consequences or incidents of ownership of Class A Shares or any other securities of
the Company or any interest therein or which transfers or derives any significant
part of its value from such Class A Shares;
(3) enter into any transaction, directly or indirectly, with the same economic effect as
any transaction specified in paragraph (1) or (2) above; or
(4) agree or contract to effect any transaction specified in paragraph (1), (2) or (3)
above.
in each case, whether any of the transactions specified in paragraph (1), (2) or (3) above is to
be settled by delivery of Class A Shares or such other securities convertible into or exercisable
or exchangeable for the Class A Shares of the Company or in cash or otherwise (whether or not
the issue of Class A Shares will be completed within the Lock-up Period).
The WVR Beneficiary has also agreed to a lock-up of all of its Class B Shares for a period
of 12 months from the Listing Date (which is in addition to the lock-up requirement under Rule
10.07 of the Listing Rules applicable to the Controlling Shareholders).
UNDERWRITING
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--- page 511 ---
Hong Kong Underwriters’ interests in the Company
Save for their respective obligations under the Hong Kong Underwriting Agreement, as
of the Latest Practicable Date, none of the Hong Kong Underwriters was interested, legally or
beneficially, directly or indirectly, in any Shares or any securities of any member of the Group
or had any right or option (whether legally enforceable or not) to subscribe for or purchase, or
to nominate persons to subscribe for or purchase, any Shares or any securities of any member
of the Group.
Following the 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
respective obligations under the Hong Kong Underwriting Agreement.
International Offering
International Underwriting Agreement
In connection with the International Offering, the Company and the Controlling
Shareholders expect to enter into the International Underwriting Agreement with, among
others, the International Underwriters. Under the International Underwriting Agreement and
subject to the Over-allotment Option, the International Underwriters would, subject to certain
conditions set out therein, agree severally but not jointly to procure subscribers for, or
themselves to subscribe for, their respective applicable proportions of the International
Offering Shares initially being offered pursuant to the International Offering. It is expected that
the International Underwriting Agreement may be terminated on similar grounds as the Hong
Kong Underwriting Agreement. Potential investors should note that in the event that the
International Underwriting Agreement is not entered into, the Global Offering will not proceed.
See “Structure of the Global Offering—The International Offering” in this document.
Over-allotment Option
The Company is expected to grant to the International Underwriters the Over-allotment
Option, exercisable by the Sole Sponsor-Overall Coordinator, on behalf of the International
Underwriters at any time from the Listing Date until 30 days after the last day for lodging
applications under the Hong Kong Public Offering, pursuant to which the Company may be
required to issue up to an aggregate of 1,082,800 Shares, representing not more than 15% 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. See “Structure of the Global
Offering—Over-allotment Option” in this document.
Commissions and Expenses
The Underwriters will receive an underwriting commission of 3% of the aggregate Offer
Price of all the Offer Shares (including any Offer Shares to be issued pursuant to the exercise
of the Over-allotment Option) (the “ Fixed Fees ”), out of which they will pay any
sub-underwriting commissions and other fees.
UNDERWRITING
– 501 –


--- page 512 ---
The Company may, at its sole discretion, pay to any one or more of the Underwriters a
discretionary incentive fee of an aggregate of up to 1% of the Offer Price for each Offer Share
(the “ Discretionary Fees ”). Assuming that the Discretionary Fees are paid in full, the ratio of
the Fixed Fees and Discretionary Fees payable is therefore approximately 61.4:38.6.
For any unsubscribed Hong Kong Offer Shares reallocated to the International Offering,
the underwriting commission will not be paid to the Hong Kong Underwriters but will instead
be paid, at the rate applicable to the International Offering, and such commission will be paid
to the relevant International Underwriters.
The aggregate underwriting commissions and fees together with the Stock Exchange
listing fees, the SFC transaction levy, AFRC transaction levy and the Stock Exchange trading
fee, legal and other professional fees and printing and all other expenses relating to the Global
Offering (collectively, the “ Commissions and Fees ”) are estimated to be approximately
HK$115.8 million (subject to the Assumption).
Indemnity
Each of the Company and the Controlling Shareholders has jointly and severally have
agreed to indemnify the Sole Sponsor, the Sole Sponsor-Overall Coordinator, 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 or incur, including losses arising from their performance of their obligations
under the Hong Kong Underwriting Agreement and any breach by the Company of the Hong
Kong Underwriting Agreement.
Sole Sponsors’ Fee
A fee of US$800,000 is payable by the Company as sponsor fees to the Sole Sponsor.
SOLE SPONSOR’S INDEPENDENCE
The Sole Sponsor satisfies the independence criteria set out in Rule 3A.07 of the Listing
Rules.
ACTIVITIES BY SYNDICATE MEMBERS
The underwriters of the Hong Kong Public Offering and the International Offering
(together, the “ Syndicate Members ”) and their affiliates may each individually undertake a
variety of activities (as further described below) which do not form part of the underwriting or
stabilizing process.
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,
UNDERWRITING
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--- page 513 ---
investing and other activities for their own account and for the account of others. In the
ordinary course of their various business activities, the Syndicate Members and their respective
affiliates may purchase, sell or hold a broad array of investments and actively trade securities,
derivatives, loans, commodities, currencies, credit default swaps and other financial
instruments for their own account and for the accounts of their customers. Such investment and
trading activities may involve or relate to assets, securities and/or instruments of the Company
and/or persons and entities with relationships with the Company and may also include swaps
and other financial instruments entered into for hedging purposes in connection with the
Group’s loans and other debt.
In relation to the Shares, the activities of the Syndicate Members and their affiliates could
include acting as agent for buyers and sellers of the Shares, entering into transactions with
those buyers and sellers in a principal capacity, including as a lender to initial purchasers of
the Shares (which financing may be secured by the Shares) in the Global Offering, proprietary
trading in the Shares, and entering into over the counter or listed derivative transactions or
listed or unlisted securities transactions (including issuing securities such as derivative
warrants listed on a stock exchange) which have as their underlying assets, assets including the
Shares. Such transactions may be carried out as bilateral agreements or trades with selected
counterparties. Those activities may require hedging activity by those entities involving,
directly or indirectly, the buying and selling of the Shares, which may have a negative impact
on the trading price of 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 underlying securities, whether on the Stock Exchange or on any
other stock exchange, the rules of the stock 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 such activities may occur both during and after the end of the stabilizing period
described in the section headed “Structure of the Global Offering” in this document. Such
activities may affect the market price or value of the Shares, the liquidity or trading volume
in the Shares and the volatility of the price of the Shares, and the extent to which this occurs
from day to day cannot be estimated.
It should be noted that when engaging in any of these activities, the Syndicate Members
will be subject to certain restrictions, including the following:
(a) the Syndicate Members (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
UNDERWRITING
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--- page 514 ---
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) the Syndicate Members must comply with all applicable laws and regulations,
including the market misconduct provisions of the SFO, including the provisions
prohibiting insider dealing, false trading, price rigging and stock market
manipulation.
Certain of the Syndicate Members or their respective affiliates have provided from time
to time, and expect to provide in the future, investment banking and other services to the
Company and each of its affiliates for which such Syndicate Members or their respective
affiliates have received or will receive customary fees and commissions.
In addition, the Syndicate Members or their respective affiliates may provide financing to
investors to finance their subscriptions of Offer Shares in the Global Offering.
UNDERWRITING
– 504 –


--- page 515 ---
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 Limited and CLSA Limited are
the Overall Coordinators of the Global Offering.
The listing of the Shares on the Stock Exchange is sponsored by the Sole Sponsor. The
Sole Sponsor has made an application on behalf of the 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.
7,219,000 Offer Shares will initially be made available under the Global Offering
comprising:
(a) the Hong Kong Public Offering of initially 721,920 Shares (subject to reallocation)
in Hong Kong as described in “—The Hong Kong Public Offering” in this section
below; and
(b) the International Offering of initially 6,497,080 Shares (subject to reallocation and
the Over-allotment Option) outside the United States (including to professional and
institutional investors within Hong Kong) in offshore transactions in reliance on
Regulation S, as described in the sub-section headed “—The International Offering”
in this section below.
Investors may either:
(i) apply for Hong Kong Offer Shares under the Hong Kong Public Offering; or
(ii) apply for or indicate an interest for International Offering Shares under the
International Offering, but may not do both.
The Offer Shares will represent approximately 5.0% of the total Shares in issue
immediately following the completion of the Global Offering, subject to the Assumptions, the
Offer Shares (including Shares issued pursuant to the full exercise of the Over-allotment
Option) will represent approximately 5.71% of the total Shares in issue immediately following
the completion of the Global Offering and the issue of Offer Shares pursuant to the
Over-Allotment Option.
References in this prospectus to applications, application monies or the procedure for
applications relate solely to the Hong Kong Public Offering.
STRUCTURE OF THE GLOBAL OFFERING
– 505 –


--- page 516 ---
THE HONG KONG PUBLIC OFFERING
Number of Offer Shares initially offered
The Company is initially offering 721,920 Shares for subscription by the public in Hong
Kong at the Offer Price, representing approximately 10% of the total number of Offer Shares
initially available under the Global Offering. The number of Offer Shares initially offered
under the Hong Kong Public Offering, subject to any reallocation of Offer Shares between the
International Offering and the Hong Kong Public Offering, will represent approximately 0.5%
of the total Shares in issue immediately following the completion of the Global Offering
(assuming (i) the Over-allotment Option is not exercised; and (ii) each Preferred Share is
converted into one Share).
The Hong Kong Public Offering is open to members of the public in Hong Kong as well
as to institutional and professional investors in Hong Kong. Professional investors generally
include brokers, dealers, companies (including fund managers) whose ordinary business
involves dealing in shares and other securities and corporate entities that regularly invest in
shares and other securities.
Completion of the Hong Kong Public Offering is subject to the conditions set out in
“—Conditions of the Global Offering” in this section.
Allocation
Allocation of Offer Shares to investors 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
could 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.
For allocation purposes only, the total number of Hong Kong Offer Shares available under
the Hong Kong Public Offering (after taking into account any reallocation referred to below)
will be divided equally into two pools: pool A and pool B (with any odd lot being allocated to
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, the SFC transaction levy, AFRC transaction levy
and the Stock Exchange trading fee payable) or less. 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, the SFC transaction levy, AFRC transaction levy and the Stock Exchange trading
fee payable) and up to the total value in pool B.
STRUCTURE OF THE GLOBAL OFFERING
– 506 –


--- page 517 ---
Investors should be aware that applications in pool A and applications in pool B may
receive different allocation ratios. If any Hong Kong Offer Shares in one (but not both) of the
pools are unsubscribed, such unsubscribed Hong Kong Offer Shares will be transferred to the
other pool to satisfy demand in that other pool and be allocated accordingly. For the purpose
of the immediately preceding paragraph only, the “price” for Hong Kong Offer Shares means
the price payable on application therefor. Applicants can only receive an allocation of Hong
Kong Offer Shares from either pool A or pool B and not from both pools. Multiple or suspected
multiple applications under the Hong Kong Public Offering and any application for more than
360,960 Hong Kong Offer Shares (being 50% of the Hong Kong Offer Shares initially available
under the Hong Kong Public Offering) is liable to 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 Sole Sponsor-Overall Coordinator. Subject to the allocation cap described in
the subsequent paragraph, the Sole Sponsor-Overall Coordinator may in its 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 Sole Sponsor-Overall Coordinator 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 Sole Sponsor-
Overall Coordinator deems 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 360,880 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 1,082,800 Offer Shares, representing approximately 15% of the
Offer Shares initially available under the Global Offering (before exercise of the Over-
allotment Option) in accordance with Chapter 4.14 of the Guide for New Listing Applicants.
In the circumstance where the International Offer Shares are fully subscribed or oversubscribed
and the Hong Kong Offer Shares are undersubscribed, there will be no reallocation from the
International Offering to the Hong Kong Public Offering, and no over-allocation of Class A
Shares to the Hong Kong Public Offering.
STRUCTURE OF THE GLOBAL OFFERING
– 507 –


--- page 518 ---
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 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.
Details of any reallocation of Offer Shares between the Hong Kong Public Offering and
the International Offering will be disclosed in the results announcement of the Global Offering,
which is expected to be published on Friday, October 31, 2025.
Applications
Each applicant under the Hong Kong Public Offering will be required to give an
undertaking and confirmation in the application submitted by him that he and any person(s) for
whose benefit he 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
Offering Shares under the International Offering. Such applicant’s application is liable to be
rejected if such undertaking and/or confirmation is/are breached and/or untrue (as the case may
be) or if he has been or will be placed or allocated International Offering Shares under the
International Offering.
Applicants under the Hong Kong Public Offering may be required to pay, on application
(subject to the application channels), the Offer Price of HK$141.00 per Offer Share in addition
to the brokerage, the SFC transaction levy, AFRC transaction levy and the Stock Exchange
trading fee payable on each Offer Share, amounting to a total of HK$5,696.88 for one board
lot of 40 Shares. Further details are set out in the section headed “How to Apply for Hong Kong
Offer Shares” in this document.
THE INTERNATIONAL OFFERING
Number of Offer Shares initially offered
The International Offering will consist of an offering of initially 6,497,080 Shares,
representing approximately 90% of the total number of Offer Shares initially available under
the Global Offering (subject to reallocation and the Over-allotment Option). The number of
Offer Shares initially offered under the International Offering, subject to any reallocation of
Offer Shares between the International Offering and the Hong Kong Public Offering, will
represent approximately 4.5% of the total Shares in issue immediately following the
completion of the Global Offering (subject to the Assumption).
STRUCTURE OF THE GLOBAL OFFERING
– 508 –


--- page 519 ---
Allocation
The International Offering will include selective marketing of Offer Shares to
institutional and professional investors and other investors anticipated to have a sizeable
demand for such Offer Shares in Hong Kong and other jurisdictions outside the United States
in reliance on Regulation S. Professional investors generally include brokers, dealers,
companies (including fund managers) whose ordinary business involves dealing in shares and
other securities and corporate entities that regularly invest in shares and other securities.
Allocation of Offer Shares pursuant to the International Offering will be effected in accordance
with the “book-building” process described in “—Pricing of the Global Offering” in this
section and based on a number of factors, including the level and timing of demand, the 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 Shares and/or hold or sell
its Shares after the Listing. Such allocation is intended to result in a distribution of the Shares
on a basis which would lead to the establishment of a solid professional and institutional
shareholder base to the benefit of the Group and the Shareholders as a whole.
The Sole Sponsor-Overall Coordinator (on behalf of the Underwriters) 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
Sole Sponsor-Overall Coordinator so as to allow it to identify the relevant applications under
the Hong Kong Public Offering and to ensure that they are excluded from any allocation 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 Hong
Kong Public Offering—Reallocation” in this section above, the exercise of the Over-allotment
Option in whole or in part and/or any reallocation of unsubscribed Offer Shares originally
included in the Hong Kong Public Offering.
OVER-ALLOTMENT OPTION
In connection with the Global Offering, the Company is expected to grant the
Over-allotment Option to the International Underwriters, exercisable by the Sole Sponsor-
Overall Coordinator (on behalf of the International Underwriters).
Pursuant to the Over-allotment Option, the International Underwriters will have the right,
exercisable by the Sole Sponsor-Overall Coordinator (on behalf of the International
Underwriters) at any time from the Listing Date until 30 days after the last day for lodging
applications under the Hong Kong Public Offering, to require the Company to issue up to an
STRUCTURE OF THE GLOBAL OFFERING
– 509 –


--- page 520 ---
aggregate of 1,082,800 additional Shares, representing not more than 15% of the total number
of Offer Shares initially available under the Global Offering, at the Offer Price under the
International Offering to, among other things, cover over-allocations in the International
Offering, if any.
If the Over-allotment Option is exercised in full, the additional Offer Shares to be issued
pursuant thereto will represent approximately 0.74% of the total Shares in issue immediately
following the completion of the Global Offering and the issue of Offer Shares pursuant to the
Over-allotment Option. If the Over-allotment Option is exercised, an announcement will be
made.
STABILIZATION
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 retard and, if possible, prevent
a decline in the initial public market price of the securities below the offer price. Such
transactions may be effected in all jurisdictions where it is permissible to do so, in each case
in compliance with all applicable laws and regulatory requirements, including those of Hong
Kong. In Hong Kong, the price at which stabilization is effected is not permitted to exceed the
offer price.
In connection with the Global Offering, the Stabilizing Manager (or any person acting for
it), on behalf of the Underwriters, may over-allocate or effect transactions with a view to
stabilizing or supporting the market price of the Shares at a level higher than that which might
otherwise prevail for a limited period after the Listing Date. However, there is no obligation
on the Stabilizing Manager (or any person acting for it) to conduct any such stabilizing action.
Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the
Stabilizing Manager (or any person acting for it) and in what the Stabilizing Manager
reasonably regards as the best interest of the Company; (b) may be discontinued at any time;
and (c) is required to be brought to an end within 30 days of the last day for lodging
applications under the Hong Kong Public Offering. The number of Shares that may be
over-allocated will not exceed the number of Shares that may be sold under the Over-allotment
Option, being 1,082,800 Shares, which is approximately 15% of the Offer Shares initially
available under the Global Offering.
Stabilization action will be entered into in accordance with the laws, rules and regulations
in place in Hong Kong. Stabilization action permitted in Hong Kong pursuant to the Securities
and Futures (Price Stabilizing) Rules of the SFO includes (a) over-allocating for the purpose
of preventing or minimizing any reduction in the market price of the 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; (c) purchasing, or
agreeing to purchase, the Shares pursuant to the Over-allotment Option in order to close out
any position established under paragraph (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
STRUCTURE OF THE GLOBAL OFFERING
– 510 –


--- page 521 ---
the market price of the Shares; (e) selling or agreeing to sell any Shares in order to liquidate
any position established as a result of those purchases; and (f) offering or attempting to do
anything as described in paragraph (b), (c), (d) or (e) above.
Specifically, 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 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 the Shares;
(d) no stabilizing action can be taken to support the price of the Shares for longer than
the stabilization period, which will begin on the Listing Date, and is expected to
expire on Thursday, November 27, 2025, being the 30th day after the last day for
lodging applications under the Hong Kong Public Offering. After this date, when no
further stabilizing action may be taken, demand for the Shares, and therefore the
price of the Shares, could fall;
(e) the price of the Shares cannot be assured to stay at or above the Offer Price either
during or after the stabilization period 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.
In order to effect stabilization actions, the Stabilizing Manager will arrange cover of up
to an aggregate of 1,082,800 Shares, representing up to approximately 15% of the initial Offer
Shares, through delayed delivery arrangements with investors who have been allocated Offer
Shares in the International Offering. The delayed delivery arrangements (if specifically agreed
by an investor) relate only to the delay in the delivery of the Offer Shares to such investor and
the Offer Price for the Offer Shares allocated to such investor will be paid before the Listing
Date. Both the size of such cover and the extent to which the Over-allotment Option can be
exercised will depend on whether arrangements can be made with investors such that a
sufficient number of Shares can be delivered on a delayed basis. If no investor in the
International Offering agrees to the delayed delivery arrangements, no stabilizing actions will
be undertaken by the Stabilizing Manager and the Over-allotment Option will not be exercised.
The Company will ensure or procure that an announcement in compliance with the
Securities and Futures (Price Stabilizing) Rules of the SFO will be made within seven days of
the expiration of the stabilization period.
STRUCTURE OF THE GLOBAL OFFERING
–5 1 1–


--- page 522 ---
Over-Allocation
Following any over-allocation of Shares in connection with the Global Offering, the
Stabilizing Manager (or any person acting for it) may cover such over-allocations by exercising
the Over-allotment Option in full or in part, by using Shares purchased by the Stabilizing
Manager (or any person acting for it) in the secondary market at prices that do not exceed the
Offer Price or a combination of these means.
PRICING OF THE GLOBAL OFFERING
Offer Price
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 per Offer Share under the Hong Kong Public Offering will be identical
to the Offer Price per Offer Share under the International Offering based on the Hong Kong
dollar price per Offer Share.
The Offer Price will be HK$141.00 per Offer Share, unless otherwise announced.
Price Payable on Application
Applicants under the Hong Kong Public Offering may be required to pay, on application
(subject to application channels), the Offer Price of HK$141.00 per each Hong Kong Offer
Share (plus 1% brokerage, 0.0027% SFC transaction levy, 0.00565% Stock Exchange trading
fee and 0.00015% AFRC transaction levy).
Reduction in Offer Price and/or Number of Offer Shares
The Sole Sponsor-Overall Coordinator (for itself and on behalf of the Underwriters) may,
where considered appropriate, based on the level of interest expressed by prospective
professional and institutional investors during the book-building process, and with the consent
of our Company, reduce the number of Offer Shares and/or the Offer Price as 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 case, we will, as soon as practicable following the
decision to make such reduction, and in any event not later than the morning of the day which
is the last day for lodging applications under the Hong Kong Public Offering, cause to be
published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at
https://www.mininglamp.com/ , notices of the reduction. Upon issue of such a notice, the
revised number of Offer Shares and/or Offer Price will be final and conclusive and the Offer
STRUCTURE OF THE GLOBAL OFFERING
– 512 –


--- page 523 ---
Price, if agreed upon by the Sole Sponsor-Overall Coordinator, for itself and on behalf of the
Underwriters, and our Company, will be fixed at the revised Offer Price. Such notice will also
include confirmation or revision, as appropriate, of the working capital statement and the
Global Offering statistics as currently set out in the prospectus and any other financial
information which may change materially as a result of such reduction. Our Company will also,
as soon as practicable following the decision to make such change, issue a supplemental
prospectus updating investors of the change in the number of Offer Shares being offered under
the Global Offering and/or the Offer Price. The Global Offering must first be canceled 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 day which is the last day for lodging
applications under the Hong Kong Public Offering. In the absence of any such notice so
published, the number of Offer Shares and/or the Offer Price will not be reduced.
In the event of a reduction in the number of Offer Shares, the Sole Sponsor-Overall
Coordinator (for itself and on behalf of the Underwriters) may, at its discretion, reallocate the
number of Offer Shares to be offered in the 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 Sole Sponsor-Overall Coordinator (for itself
and on behalf of the Underwriters).
UNDERWRITING
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters
under the terms and conditions of the Hong Kong Underwriting Agreement and is subject to,
among other things, the Sole Sponsor-Overall Coordinator (on behalf of the Underwriters) and
the Company agreeing on the Offer Price.
The Company expects to enter into the International Underwriting Agreement relating to
the International Offering on or about Tuesday, October 28, 2025.
These underwriting arrangements, including the Underwriting Agreements, are
summarized in the section headed “Underwriting” in this document.
STRUCTURE OF THE GLOBAL OFFERING
– 513 –


--- page 524 ---
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares will be conditional on, among other
things:
(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 on the Main
Board of the Stock Exchange and such approval not subsequently having been
withdrawn or revoked prior to the commencement of trading of the Shares on the
Stock Exchange;
(b) the execution and delivery of the International Underwriting Agreement on or about
Tuesday, October 28, 2025; and
(c) the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting
Agreement and the obligations of the International Underwriters under the
International Underwriting Agreement becoming and remaining unconditional and
not having been terminated in accordance with the terms of the respective
agreements or otherwise,
in each case on or before the dates and times specified in the respective Underwriting
Agreements (unless and to the extent such conditions are validly waived on or before such
dates and times).
The consummation 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 its terms.
If the above conditions are not fulfilled or waived prior to the dates and times 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 on the websites of the Company
and the Stock Exchange at https://www.mininglamp.com/ and www.hkexnews.hk ,
respectively, on the next day following such lapse. In such a situation, 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—Despatch/Collection of Share Certificates and Refund of
Application Monies” in this document. In the meantime, all application monies will be held in
separate bank account(s) with the receiving banks or other bank(s) in Hong Kong licensed
under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong).
Share certificates for the Offer Shares will only become valid evidence of title at 8:00
a.m. on Monday, November 3, 2025, provided that the Global Offering has become
unconditional in all respects at or before that time.
STRUCTURE OF THE GLOBAL OFFERING
– 514 –


--- page 525 ---
DEALINGS IN THE SHARES
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00
a.m. in Hong Kong on Monday, November 3, 2025, it is expected that dealings in the Shares
on the Stock Exchange will commence at 9:00 a.m. on Monday, November 3, 2025.
The Shares will be traded in board lots of 40 Shares each and the stock code of the Shares
will be 2718.
STRUCTURE OF THE GLOBAL OFFERING
– 515 –


--- page 526 ---
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.mininglamp.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
Y ou 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; and
 have a Hong Kong address (for the HK eIPO White Form 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 close associates; or
 are a Director or any of his/her close associates.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 516 –


--- page 527 ---
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Thursday,
October 23, 2025 and end at 12:00 noon on Tuesday, October 28, 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
HK eIPO
White Form
service /H1118/H1118/H1118/H1118/H1118
www.hkeipo.hk
Investors 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
Thursday, October 23,
2025 to 11:30 a.m. on
Tuesday, October 28,
2025, Hong Kong time.
The latest time for
completing full payment
of application monies
will be 12:00 noon on
Tuesday, October 28,
2025, Hong Kong time.
HKSCC EIPO
channel /H1118/H1118/H1118/H1118
Y our broker or
custodian who is a
HKSCC
Participant will
submit electronic
application
instructions on
your behalf
through HKSCC’s
FINI system in
accordance with
your instruction
Investors 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 HK eIPO White Form 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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 517 –


--- page 528 ---
For those applying through the HK eIPO White Form service, once you complete
payment in respect of any application instructions given by you or for your benefit through the
HK eIPO White Form 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 HK eIPO White
Form 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 HK eIPO White Form service, you are deemed to have
authorized the HK eIPO White Form Service Provider to apply on the terms and conditions
in this prospectus, as supplemented and amended by the terms and conditions of the HK eIPO
White Form 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 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.
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3. Information Required to Apply
Y ou 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
 Full name(s) 2 as shown on your
identity document
 Identity document’s issuing country
or jurisdiction
 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 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  Identity document number
Notes:
1. If you are applying through the HK eIPO White Form service, you are required to provide a valid
e-mail address, a contact telephone number and a Hong Kong address. Y ou 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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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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;
 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 HKSCC EIPO channel, and making an application under a
power of attorney, we and the Sole Sponsor-Overall Coordinator, 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. Information Required to Apply
Board lot size /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: 40 Shares
Permitted number of
Hong Kong Offer
Shares for application
and amount payable
on application/successful
allotment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
: 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$141.00 per Share.
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If you are applying through the HKSCC EIPO
channel, your broker or custodian may require you to
pre-fund your application, in such amount as
determined by the broker or custodian, based on the
applicable laws and regulations in Hong Kong. Y ou
are responsible for complying with any such pre-
funding requirement imposed by your broker or
custodian with respect to the Hong Kong Public Offer
Shares you applied for.
By instructing your broker or custodian to apply for
the Hong Kong Offer Shares on your behalf through
the HKSCC EIPO channel, you (and, if you are joint
applicants, each of you jointly and severally) are
deemed to have instructed and authorized HKSCC to
cause HKSCC Nominees (acting as nominee for the
relevant HKSCC Participants) to arrange payment of
the final Offer Price, brokerage, SFC transaction
levy, the Stock Exchange trading fee and the AFRC
transaction levy by debiting the relevant nominee
bank account at the Designated Bank for your broker
or custodian.
If you are applying through the HK eIPO White
Form service, you may refer to the table below for
the amount payable for the number of Shares you
have selected. Y ou must pay the respective amount
payable on application in full upon application for
Hong Kong Offer Shares.
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
40 5,696.88 600 85,453.19 5,000 712,109.93 60,000 8,545,319.10
80 11,393.76 800 113,937.59 6,000 854,531.91 70,000 9,969,538.96
120 17,090.65 1,000 142,421.99 7,000 996,953.90 80,000 11,393,758.80
160 22,787.51 1,200 170,906.38 8,000 1,139,375.88 90,000 12,817,978.66
200 28,484.39 1,400 199,390.78 9,000 1,281,797.86 100,000 14,242,198.50
240 34,181.27 1,600 227,875.18 10,000 1,424,219.86 150,000 21,363,297.76
280 39,878.16 1,800 256,359.57 20,000 2,848,439.70 200,000 28,484,397.00
320 45,575.04 2,000 284,843.96 30,000 4,272,659.56 250,000 35,605,496.26
360 51,271.92 3,000 427,265.95 40,000 5,696,879.40 300,000 42,726,595.50
400 56,968.79 4,000 569,687.95 50,000 7,121,099.26 360,960
(1) 51,408,639.70
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(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) or to the HK eIPO White Form Service Provider (for applications made through
the application channel of the HK eIPO White Form service) while the SFC transaction levy, the Stock
Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the
AFRC, respectively.
5. Multiple Applications Prohibited
Y ou 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 “—Application for Hong Kong
Offer Shares—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 HK eIPO White Form service, (ii)
HKSCC EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected.
If you have made an application through the HK eIPO White Form service or HKSCC EIPO
channel, you or the person(s) for whose benefit you have made the application shall not apply
for any International Offer Shares.
The Hong Kong Share Registrar would record all applications into its system and identify
suspected multiple applications with identical names and identification document numbers
according to the Best Practice Note on Treatment of Multiple/Suspected Multiple Applications
(“Best Practice Note ”) issued by the Federation of Share Registrars Limited.
Since applications are subject to personal information collection statements,
identification document numbers displayed are redacted.
6. Terms and Conditions of An Application
By applying for Hong Kong Offer Shares through the HK eIPO White Form service or
HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following
things on your behalf):
(i) undertake to execute all relevant documents and instruct and authorize us and/or the
Sole Sponsor-Overall Coordinator, as our agents, 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;
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(ii) 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 HK eIPO
White Form service (or as the case may be, the agreement you entered into with
your broker or custodian), and agree to be bound by them;
(iii) (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;
(iv) 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;
(v) 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;
(vi) agree that the Relevant Persons
(1), 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;
(vii) 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 “—Personal
Data—Purposes and—Transfer of personal data” in this section;
(viii) 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;
(ix) 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
1 Relevant Persons would include the Sole Sponsor, the Overall Coordinators, the Joint Global Coordinators, the
Joint Bookrunners, the Joint Lead Managers, the Underwriters, any of their or the Company’s respective
directors, officers, employees, partners, agents, advisers and any other parties involved in the Global Offering.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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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 “—Publication of Results” in this section;
(x) confirm that you are aware of the situations specified in the paragraph headed
“—Circumstances in Which Y ou Will Not Be Allocated Hong Kong Offer Shares”
in this section;
(xi) 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;
(xii) 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;
(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf
is not financed directly or indirectly by the Company, any of the directors, chief
executives, substantial Shareholder(s) or existing shareholder(s) of the 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 the Company, any
of the directors, chief executives, substantial shareholder(s) or existing
shareholder(s) of the 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;
(xiv) warrant that the information you have provided is true and accurate;
(xv) confirm that you understand that we and the Sole Sponsor-Overall Coordinator 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;
(xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated
to you under the application;
(xvii) 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;
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(xviii) (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 HK eIPO White Form service or by any one as your agent or by any other
person; and
(xix) (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 HK
eIPO White Form 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
Y ou can check whether you are successfully allocated any Hong Kong Offer Shares
through:
Platform Date/Time
Applying through the HK eIPO White Form service or HKSCC EIPO channel:
Website /H1118/H1118/H1118From the “Allotment Results” page at
www.hkeipo.hk/IPOResult (or
www.tricor.com.hk/ipo/result ) with a
“search by ID” function
The full list of (i) wholly or partially
successful applicants using the HK
eIPO White Form service and HKSCC
EIPO channel, and (ii) the number of
Hong Kong Offer Shares conditionally
allotted to them, among other things,
will be displayed at
www.hkeipo.hk/IPOResult or
www.tricor.com.hk/ipo/result .
24 hours, from 11:00 p.m. on
Friday, October 31, 2025 to
12:00 midnight on Thursday,
November 6, 2025 (Hong Kong
time)
HOW TO APPLY FOR HONG KONG OFFER SHARES
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Platform Date/Time
The Stock Exchange’s website at
www.hkexnews.hk and our website at
https://www.mininglamp.com/ which
will provide links to the above
mentioned websites of the Hong Kong
Share Registrar.
No later than 11:00 p.m. on
Friday, October 31, 2025 (Hong
Kong time).
Telephone /H1118/H1118+852 3691 8488—the allocation results
telephone enquiry line provided by the
Hong Kong Share Registrar
between 9:00 a.m. and 6:00 p.m.,
from Monday, November 3,
2025 to Thursday, November 6,
2025 (Hong Kong time) on a
business day
For those applying through HKSCC EIPO channel, you may also check with your broker
or custodian from 6:00 p.m. on Thursday, October 30, 2025 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Thursday, October 30, 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 results of the final Offer Price, 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.hk and our website at https://www.mininglamp.com/ by no later
than 11:00 p.m. on Friday, October 31, 2025 (Hong Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER SHARES
Y ou 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:
Y our 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.
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2. If we or our agents exercise our discretion to reject your application:
We, the Sole Sponsor-Overall Coordinator, 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. Y ou may refer to
the paragraph headed “—Applications for Hong Kong Offer Shares—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;
 we or the Sole Sponsor-Overall Coordinator believe that by accepting your
application, it or we would violate applicable securities or other laws, rules or
regulations.
5. If there is 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.
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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.
D. DESPATCH/COLLECTION OF SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
Y ou 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 Monday,
November 3, 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.
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The following sets out the relevant procedures and time:
HK eIPO White Form service HKSCC EIPO channel
Despatch/collection of Share certificate 2
For application of
100,000 Hong Kong
Offer Shares or
more /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Collection in person at the Hong Kong
Share Registrar, Tricor Investor
Services Limited, at 17/F, Far East
Finance Centre, 16 Harcourt Road,
Hong Kong.
Time : from 9:00 a.m. to 1:00 p.m. on
Monday, November 3, 2025 (Hong
Kong time).
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.
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
2 Except in the event of any Bad Weather Signals (as defined below) in force in Hong Kong in the morning
on the business day before the Listing Date rendering it impossible for the relevant Share certificates
to be dispatched to HKSCC in a timely manner, the 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. Y ou may refer to “—Bad Weather
Arrangements” in this section.
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HK eIPO White Form service HKSCC EIPO channel
For application of less
than 100,000 Hong
Kong Offer Shares /H1118
Y our Share certificate(s) will be sent to
the address specified in your
application instructions by ordinary
post at your own risk
Date : Friday, October 31, 2025
Refund mechanism for surplus application monies paid by you
Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Monday, November 3, 2025 Subject to the arrangement
between you and your broker
or custodian
Responsible party /H1118/H1118/H1118Hong Kong Share Registrar Y our broker or custodian
Application monies
paid through single
bank account /H1118/H1118/H1118/H1118/H1118
HK eIPO White Form e-Auto Refund
payment instructions to your
designated bank account
Y our 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 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Refund cheque(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 Tuesday, October 28, 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 Tuesday, October 28,
2025.
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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 Bad 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 document, an
announcement will be made and published on the Stock Exchange’s website at
www.hkexnews.hk and our website at https://www.mininglamp.com/ of the revised
timetable.
If a Bad Weather Signal is hoisted on Friday, October 31, 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 Monday,
November 3, 2025.
If a Bad Weather Signal is hoisted on Friday, October 31, 2025, for application of less
than 100,000 Hong Kong Offer Shares, 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 Friday, October 31, 2025 or on Monday, November 3,
2025).
If a Bad Weather Signal is hoisted on Monday, November 3, 2025, for application of
100,000 Hong Kong Offer Shares or more, 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 Monday, November 3, 2025 or on Tuesday,
November 4, 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 HKSCC
Operational Procedures in effect from time to time.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 542 ---
All necessary arrangements have been made enabling the Shares to be admitted into
CCASS.
Y ou 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 the Company, the Hong Kong Share Registrar, the receiving banks 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 the 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 the 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 the
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 the
Company and the Hong Kong Share Registrar immediately of any inaccuracies in the personal
data supplied.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 532 –


--- page 543 ---
3. Purposes
Y our personal data may be used, held, processed, and/or stored (by whatever means) for
the following purposes:
 processing your application and refund cheque and HK eIPO White Form e-Auto
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 the 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 the 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 the
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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 533 –


--- page 544 ---
4. Transfer of personal data
Personal data held by the Company and the Hong Kong Share Registrar relating to the
applicants for and holders of Hong Kong Offer Shares will be kept confidential but the
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:
 the 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 agents, contractors or third-party service providers who offer administrative,
telecommunications, computer, payment or other services to the 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
bodies 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 persons or institutions with which the holders of Hong Kong Offer Shares have
or propose to have dealings, such as their bankers, solicitors, accountants or brokers
etc.
5. Retention of personal data
The 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).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 545 ---
6. Access to and correction of personal data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether
the 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. The 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 the Company and the
Hong Kong Share Registrar, at their registered address disclosed in the section headed
“Corporate Information” in this document 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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 546 ---
Tel 曢婘: +852 2846 9888
Fax ₚ䜆: +852 2868 4432
ey.com
Ernst & Young
27/F, One Taikoo Place
979 King’s Road
Quarry Bay, Hon
g Kong
⭰㰟㛪姯⸒Ṳ⋀㈧
榀㸖毩歁㵳勘䙮怺979噆
⤑⏋✱ᷧ⺎㧺
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF MININGLAMP TECHNOLOGY AND CHINA INTERNATIONAL
CAPITAL CORPORATION HONG KONG SECURITIES LIMITED
Introduction
We report on the historical financial information of Mininglamp Technology (the
“Company”, formerly known as Leading Smart Holdings Limited) and its subsidiaries
(together, the “Group”) set out on pages I-4 to I-119, which comprises the consolidated
statements of profit or loss, statements of comprehensive income, statements of changes in
equity and statements of cash flows of the Group for each of the years ended 31 December
2022, 2023 and 2024 and the six months ended 30 June 2025 (the “Relevant Periods”), and the
consolidated statements of financial position of the Group and the statements of financial
position of the Company as at 31 December 2022, 2023 and 2024 and 30 June 2025 and
material accounting policy information and other explanatory information (together, the
“Historical Financial Information”). The Historical Financial Information set out on pages I-4
to I-119 forms an integral part of this report, which has been prepared for inclusion in the
prospectus of the Company dated 23 October 2025 (the “Prospectus”) in connection with the
initial listing of the 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
set out in note 2.1 to the Historical Financial Information, and for such internal control as the
directors 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 (“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.
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 547 ---
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 set out in note 2.1 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, 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.
Opinion
In our opinion, the Historical Financial Information gives, for the purposes of the
accountants’ report, a true and fair view of the financial position of the Group and the Company
as at 31 December 2022, 2023 and 2024 and 30 June 2025 and of the financial performance
and cash flows of the Group for each of the Relevant Periods in accordance with the basis of
preparation set out in note 2.1 to the Historical Financial Information.
Review of interim comparative financial information
We have reviewed the interim comparative financial information of the Group which
comprises the consolidated statement of profit or loss, statement of comprehensive income,
statement of changes in equity and statement of cash flows for the six months ended 30 June
2024 and other explanatory information (the “Interim Comparative Financial Information”).
The directors of the Company are responsible for the preparation of the Interim Comparative
Financial Information in accordance with the basis of preparation set out in note 2.1 to the
Historical Financial Information. Our responsibility is to express a conclusion on the Interim
Comparative Financial Information based on our review. We conducted our review in
accordance with Hong Kong Standard on Review Engagements 2410 Review of Interim
Financial Information Performed by the Independent Auditor of the Entity issued by the
HKICPA. 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 Hong Kong 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 Interim Comparative Financial Information, for the purposes of the
accountants’ report, is not prepared, in all material respects, in accordance with the basis of
preparation set out in note 2.1 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 548 ---
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-4 have been made.
Dividends
We refer to note 11 to the Historical Financial Information which states that no dividends
have been paid by the Company in respect of the Relevant Periods.
No statutory financial statements for the Company
As at the date of this report, no statutory financial statements have been prepared for the
Company since its date of incorporation.
Ernst & Y oung
Certified Public Accountants
Hong Kong
23 October 2025
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 549 ---
I HISTORICAL FINANCIAL INFORMATION
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this
accountants’ report.
The financial statements of the Group for the Relevant Periods, on which the Historical
Financial Information is based, were audited by Ernst & Y oung in accordance with Hong Kong
Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants
(“HKICPA”) (the “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.
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 550 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
Y ear ended 31 December
Six months ended
30 June
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 1,269,265 1,461,973 1,381,382 565,091 643,782
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(593,526) (729,331) (668,688) (278,978) (283,677)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118675,739 732,642 712,694 286,113 360,105
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(750,923) (480,755) (353,047) (173,579) (150,447)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(579,931) (316,315) (362,263) (139,860) (117,633)
Selling and marketing expenses /H1118/H1118/H1118 (281,548) (144,669) (127,299) (63,010) (74,248)
Impairment losses on financial
assets and contract assets, net /H1118/H1118/H11186 (26,547) (16,546) (24,342) (10,445) (17,425)
Other operating (expenses)/
income, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(45,723) 14,724 21,910 16,259 5,786
Operating (loss)/income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,008,933) (210,919) (132,347) (84,522) 6,138
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 (34,624) (33,251) (11,703) (6,954) (4,071)
Other (losses)/income, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118(144,501) (19,703) (34,349) 2,187 3,002
Share of (losses)/profits of
joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 (3,666) 245 384 10 (140)
Share of losses of associates /H1118/H1118/H1118/H1118/H111819 (1,617) (1,501) (104) (48) –
Fair value changes of preferred
shares, warrants and convertible
notes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 2,815,405 585,497 185,989 (8,204) (208,029)
PROFIT/(LOSS) BEFORE TAX /H1118/H1118/H11186 1,622,064 320,368 7,870 (97,531) (203,100)
Income tax credit/(expense) /H1118/H1118/H1118/H1118/H1118/H111810 15,580 (1,956) 79 (1,131) (802)
PROFIT/(LOSS) FOR THE
YEAR/PERIOD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,637,644 318,412 7,949 (98,662) (203,902)
Attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,659,924 314,559 4,735 (101,326) (206,166)
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118(22,280) 3,853 3,214 2,664 2,264
1,637,644 318,412 7,949 (98,662) (203,902)
EARNINGS/(LOSS) PER SHARE
A TTRIBUTABLE TO
ORDINARY EQUITY HOLDERS
OF THE PARENT /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812
Basic (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867.01 11.98 0.18 (3.86) (7.43)
Diluted (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10.67) (3.66) (2.47) (3.86) (7.43)
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 551 ---
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Y ear ended 31 December
Six months ended
30 June
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
PROFIT/(LOSS) FOR
THE YEAR/PERIOD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,637,644 318,412 7,949 (98,662) (203,902)
OTHER COMPREHENSIVE
(LOSS)/INCOME
Other comprehensive (loss)/income
that may be reclassified to profit
or loss in subsequent periods:
Share of other comprehensive
income of an associate /H1118/H1118/H1118/H1118/H1118/H1118/H11181 7 7 6 9–––
Exchange differences on translation
of the Group’s subsidiaries /H1118/H1118/H1118/H1118/H1118 (226,074) (47,136) (43,511) (53,536) 14,754
Net other comprehensive
(loss)/income that may be
reclassified to profit or loss in
subsequent periods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(225,897) (47,067) (43,511) (53,536) 14,754
Other comprehensive (loss)/income
that will not be reclassified to
profit or loss in subsequent
periods:
Exchange differences on translation
of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(441,701) (57,663) (46,272) 19,100 12,461
Equity investments designated at
fair value through other
comprehensive income:
Changes in fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 (2,401) (950) (2,301) (1,550) 285
Income tax effect /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 3 6 0 6 8–––
(2,041) (882) (2,301) (1,550) 285
Net other comprehensive
(loss)/income that will not be
reclassified to profit or loss in
subsequent periods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(443,742) (58,545) (48,573) 17,550 12,746
OTHER COMPREHENSIVE
(LOSS)/INCOME FOR
THE YEAR/PERIOD, NET OF
TAX/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(669,639) (105,612) (92,084) (35,986) 27,500
TOTAL COMPREHENSIVE
INCOME/(LOSS) FOR
THE YEAR/PERIOD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118968,005 212,800 (84,135) (134,648) (176,402)
Attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118990,285 208,947 (87,349) (137,312) (178,666)
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118(22,280) 3,853 3,214 2,664 2,264
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 552 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Notes
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property and equipment /H1118/H1118/H1118/H111813 77,554 45,219 26,483 21,146
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H111814(a) 28,340 46,808 48,117 37,302
Goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 754,823 754,823 754,823 754,823
Other intangible assets /H1118/H1118/H1118/H1118/H111816 67,271 56,710 45,676 40,258
Investments in joint ventures /H1118 18 3,582 3,827 3,863 3,723
Investments in associates /H1118/H1118/H111819 8,960 2,289 1,583 1,583
Equity investments
designated at fair value
through other
comprehensive income /H1118/H1118/H111820 13,956 13,006 11,147 11,432
Financial assets at fair value
through profit or loss /H1118/H1118/H1118/H111821 140,410 141,482 127,224 124,487
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 4,125 4,092 2,985 1,680
Prepayments, other
receivables and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 11,645 10,027 13,523 16,833
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H111831 1,666 2,836 85 1,558
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 21,134 10,239 – –
Pledged deposits and
restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 3,085 – – –
Total non-current assets /H1118/H1118/H1118/H1118 1,136,551 1,091,358 1,035,509 1,014,825
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 320,684 254,101 141,574 106,167
Trade and bills receivables /H1118/H111823 528,841 522,547 547,354 567,197
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 7,638 2,649 854 1,914
Prepayments, other
receivables and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 147,865 117,098 94,457 74,792
Financial assets at fair value
through profit or loss /H1118/H1118/H1118/H111821 23,239 3,370 – 3,500
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 – 3,014 13,570 23,683
Pledged deposits and
restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 193,109 162,326 147,677 157,096
Cash and cash equivalents /H1118/H111826 180,931 294,915 400,370 360,552
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H11181,402,307 1,360,020 1,345,856 1,294,901
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 553 ---
Notes
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
CURRENT LIABILITIES
Trade and bills payables /H1118/H1118/H1118/H111827 248,079 237,012 193,749 196,373
Other payables and accruals /H1118 28 402,929 663,651 271,459 232,131
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 378,293 266,575 171,617 141,582
Interest-bearing bank and
other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H111830 584,839 303,866 231,200 231,150
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(b) 11,114 28,395 22,456 18,340
Tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118572 572 268 1,015
Preferred shares, warrants
and convertible notes /H1118/H1118/H1118/H111832 7,561,903 7,314,124 7,816,400 7,991,292
Other liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 178,568 11,349 23,846 25,639
Total current liabilities /H1118/H1118/H1118/H1118/H1118 9,366,297 8,825,544 8,730,995 8,837,522
NET CURRENT
LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,963,990) (7,465,524) (7,385,139) (7,542,621)
TOTAL ASSETS LESS
CURRENT LIABILITIES /H1118 (6,827,439) (6,374,166) (6,349,630) (6,527,796)
NON-CURRENT
LIABILITIES
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(b) 18,454 19,717 24,975 17,745
Deferred tax liabilities /H1118/H1118/H1118/H1118/H111831 9,459 10,109 5,515 6,724
Other payables and accruals /H1118 28 22,059 22,463 19,844 14,100
Other liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 6,478 – – –
Total non-current liabilities /H1118/H1118 56,450 52,289 50,334 38,569
Deficiency in assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,883,889) (6,426,455) (6,399,964) (6,566,365)
DEFICITS
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 167 167 178 178
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836 (6,897,507) (6,441,933) (6,434,083) (6,602,748)
(6,897,340) (6,441,766) (6,433,905) (6,602,570)
Non-controlling interests /H1118/H1118/H1118 13,451 15,311 33,941 36,205
Total deficits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,883,889) (6,426,455) (6,399,964) (6,566,365)
APPENDIX I ACCOUNTANTS’ REPORT
– I-8 –


--- page 554 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Y ear ended 31 December 2022
Attributable to owners of the parent
Notes
Share
capital
Share
premium
Other
reserves
Share-based
payment reserve
Fair value
reserve of
financial assets
at fair value
through other
comprehensive
income
Statutory
reserves
Exchange
fluctuation
reserve
Accumulated
losses Total
Non-
controlling
interests
Total
deficits
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140 92,775 (111,437) 336,105 2,380 6,593 231,819 (8,522,572) (7,964,197) 19,117 (7,945,080)
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – – 1,659,924 1,659,924 (22,280) 1,637,644
Other comprehensive income/(loss)
for the year:
Changes in fair value of financial assets at
fair value through other comprehensive
income, net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (2,041) – – – (2,041) – (2,041)
Share of other comprehensive income of
an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 177 – – – – – 177 – 177
Exchange differences on translation of the
Company and its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118 – – – – – – (667,775) – (667,775) – (667,775)
Total comprehensive income/(loss)
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 177 – (2,041) – (667,775) 1,659,924 990,285 (22,280) 968,005
Exercise of share options /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 27 82,506 – (77,462) – – – – 5,071 – 5,071
Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 – – – 71,501 – – – – 71,501 44 71,545
Acquisition of a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837 – – – – – – – – – 15,401 15,401
Capital contribution from a non-controlling
shareholder /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – – – – 980 980
Deregistration of a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – – – – 189 189
At 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118167 175,281* (111,260)* 330,144* 339* 6,593* (435,956)* (6,862,648)* (6,897,340) 13,451 (6,883,889)
APPENDIX I ACCOUNTANTS’ REPORT
– I-9 –


--- page 555 ---
Y ear ended 31 December 2023
Attributable to owners of the parent
Notes
Share
capital
Share
premium
Other
reserves
Share-based
payment reserve
Fair value
reserve of
financial assets
at fair value
through other
comprehensive
income
Statutory
reserves
Exchange
fluctuation
reserve
Accumulated
losses Total
Non-
controlling
interests
Total
deficits
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118167 175,281 (111,260) 330,144 339 6,593 (435,956) (6,862,648) (6,897,340) 13,451 (6,883,889)
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – – 314,559 314,559 3,853 318,412
Other comprehensive income/(loss)
for the year:
Changes in fair value of financial assets at
fair value through other comprehensive
income, net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (882) – – – (882) – (882)
Share of other comprehensive income
of an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 6 9 – – –– – 6 9– 6 9
Exchange differences on translation of the
Company and its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118 – – – – – – (104,799) – (104,799) – (104,799)
Total comprehensive income/(loss)
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 69 – (882) – (104,799) 314,559 208,947 3,853 212,800
Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 – – – 85,753 – – – – 85,753 60 85,813
Acquisition of additional equity interests in
non-wholly-owned subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118 – – (12,433) – – – – – (12,433) (3,093) (15,526)
Capital contribution from non-controlling
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – – – – 1,040 1,040
Cancellation of a forward contract /H1118/H1118/H1118/H1118/H1118/H111833, 38 – – 173,307 – – – – – 173,307 – 173,307
At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118167 175,281* 49,683* 415,897* (543)* 6,593* (540,755)* (6,548,089)* (6,441,766) 15,311 (6,426,455)
APPENDIX I ACCOUNTANTS’ REPORT
– I-10 –


--- page 556 ---
Y ear ended 31 December 2024
Attributable to owners of the parent
Notes
Share
capital
Share
premium
Other
reserves
Share-based
payment reserve
Fair value
reserve of
financial assets
at fair value
through other
comprehensive
income
Statutory
reserves
Exchange
fluctuation
reserve
Accumulated
losses Total
Non-
controlling
interests
Total
deficits
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118167 175,281 49,683 415,897 (543) 6,593 (540,755) (6,548,089) (6,441,766) 15,311 (6,426,455)
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – – 4,735 4,735 3,214 7,949
Other comprehensive income/(loss) for
the year:
Changes in fair value of financial assets at
fair value through other comprehensive
income, net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (2,301) – – – (2,301) – (2,301)
Exchange differences on translation of the
Company and its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118 – – – – – – (89,783) – (89,783) – (89,783)
Total comprehensive income/(loss) for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (2,301) – (89,783) 4,735 (87,349) 3,214 (84,135)
Exercise of share options /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 9 69,761 – (69,641) – – – – 129 – 129
Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 – – – 106,577 – – – – 106,577 – 106,577
Acquisition of additional equity interests in a
non-wholly-owned subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118 – – (13,430) – – – – – (13,430) 13,430 –
Capital contribution from non-controlling
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – – – – 3,920 3,920
Partial disposal of interests in a subsidiary /H1118/H1118 – – 1,934 – – – – – 1,934 (1,934) –
Exercise of warrants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 2 ( 2 ) – – – – ––––
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118178 245,040* 38,187* 452,833* (2,844)* 6,593* (630,538)* (6,543,354)* (6,433,905) 33,941 (6,399,964)
APPENDIX I ACCOUNTANTS’ REPORT
– I-11 –


--- page 557 ---
Six months ended 30 June 2024 (unaudited)
Attributable to owners of the parent
Note
Share
capital
Share
premium
Other
reserves
Share-based
payment reserve
Fair value
reserve of
financial assets
at fair value
through other
comprehensive
income
Statutory
reserves
Exchange
fluctuation
reserve
Accumulated
losses Total
Non-
controlling
interests
Total
deficits
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118167 175,281 49,683 415,897 (543) 6,593 (540,755) (6,548,089) (6,441,766) 15,311 (6,426,455)
Loss for the period (unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – – (101,326) (101,326) 2,664 (98,662)
Other comprehensive income/(loss) for the
period (unaudited):
Changes in fair value of financial assets at
fair value through other comprehensive
income, net of tax (unaudited) /H1118/H1118/H1118/H1118/H1118/H1118 – – – – (1,550) – – – (1,550) – (1,550)
Exchange differences on translation of the
Company and its subsidiaries
(unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – (34,436) – (34,436) – (34,436)
Total comprehensive income/(loss) for the
period (unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (1,550) – (34,436) (101,326) (137,312) 2,664 (134,648)
Share-based payment expenses (unaudited) /H1118/H111835 – – – 39,961 – – – – 39,961 (15) 39,946
Capital contribution from non-controlling
shareholders (unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – – – – 3,920 3,920
Partial disposal of interests in a subsidiary
(unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,934 – – – – – 1,934 (1,934) –
At 30 June 2024 (unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118167 175,281 51,617 455,858 (2,093) 6,593 (575,191) (6,649,415) (6,537,183) 19,946 (6,517,237)
APPENDIX I ACCOUNTANTS’ REPORT
– I-12 –


--- page 558 ---
Six months ended 30 June 2025
Attributable to owners of the parent
Notes
Share
capital
Share
premium
Other
reserves
Share-based
payment reserve
Fair value
reserve of
financial assets
at fair value
through other
comprehensive
income
Statutory
reserves
Exchange
fluctuation
reserve
Accumulated
losses Total
Non-
controlling
interests
Total
deficits
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118178 245,040 38,187 452,833 (2,844) 6,593 (630,538) (6,543,354) (6,433,905) 33,941 (6,399,964)
Loss for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – – (206,166) (206,166) 2,264 (203,902)
Other comprehensive income/(loss) for the
period:
Changes in fair value of financial assets at
fair value through other comprehensive
income, net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 285 – – – 285 – 285
Exchange differences on translation of the
Company and its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118 – – – – – – 27,215 – 27,215 – 27,215
Total comprehensive income/(loss) for the
period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 285 – 27,215 (206,166) (178,666) 2,264 (176,402)
Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 – – – 10,001 – – – – 10,001 – 10,001
At 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118178 245,040* 38,187* 462,834* (2,559)* 6,593* (603,323)* (6,749,520)* (6,602,570) 36,205 (6,566,365)
* These reserve accounts comprise the negative balances of consolidated reserves of RMB6,897,507,000, RMB6,441,933,000, RMB6,434,083,000 and RMB 6,602,748,000 in the
consolidated statements of financial position as at 31 December 2022, 2023 and 2024 and 30 June 2025, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-13 –


--- page 559 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Y ear ended 31 December
Six months ended
30 June
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
CASH FLOWS FROM
OPERA TING ACTIVITIES
Profit/(loss) before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,622,064 320,368 7,870 (97,531) (203,100)
Adjustments for:
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 34,624 33,251 11,703 6,954 4,071
Share of losses/(profits) of
joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 3,666 (245) (384) (10) 140
Share of losses of associates /H1118/H1118/H1118/H1118/H111819 1,617 1,501 104 48 –
Bank interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (3,232) (7,026) (10,649) (6,653) (4,379)
Loss on disposal of property and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 43,800 2,795 1,205 97 644
Gain on disposal and deemed
disposal of associates and joint
ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (483) (5) – – –
Gain on remeasurement of the then
interest in a joint venture upon
conversion into a subsidiary /H1118/H1118/H1118/H11186 (13,156) ––––
Gain on termination of leases /H1118/H1118/H1118/H11186 (29,265) (28) (1,745) – –
Loss on deregistration of a
subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 8 9––––
Impairment of investments in
associates and joint ventures /H1118/H1118/H1118/H11186 25,235 5,936 1,811 – –
Impairment of financial assets and
contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 26,547 16,546 24,342 10,445 17,425
Impairment of inventories /H1118/H1118/H1118/H1118/H1118/H1118/H11186 7,629 3,074 3,684 2,739 3,367
Impairment of intangible assets /H1118/H1118/H11186 39,24 0––––
Fair value losses/(gains) on
financial assets at fair value
through profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 16,178 (2,004) 14,206 (4,152) 2,737
Fair value (gains)/losses on
financial liabilities at fair value
through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (2,810,510) (584,100) (173,492) 10,099 209,822
Depreciation of property and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 80,326 43,967 26,834 17,522 5,817
Depreciation of right-of-use assets /H1118 6 87,863 30,936 29,849 15,371 11,573
Amortisation of intangible assets /H1118/H11186 60,497 11,509 11,412 5,780 5,411
Share-based payment expenses /H1118/H1118/H1118/H111835 71,545 85,813 106,577 39,946 10,001
(735,626) (37,712) 53,327 655 63,529
APPENDIX I ACCOUNTANTS’ REPORT
– I-14 –


--- page 560 ---
Y ear ended 31 December
Six months ended
30 June
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Decrease/(increase) in pledged
deposits and restricted cash /H1118/H1118/H1118/H1118 771 12,939 (7,758) (5,120) (9,864)
(Increase)/decrease in inventories /H1118/H1118 (66,136) 63,509 108,843 (20,144) 32,040
Decrease/(increase) in trade and
bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,213 (9,513) (51,774) 51,530 (36,093)
Decrease in contract assets /H1118/H1118/H1118/H1118/H1118/H1118 4,680 5,853 3,244 2,661 139
Decrease in prepayments, other
receivables and other assets /H1118/H1118/H1118/H1118 369,508 27,903 23,353 2,433 3,110
Increase/(decrease) in trade and
bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,705 (11,067) (42,393) (47,527) 2,624
Decrease in other payables
and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(231,213) (60,397) (17,733) (59,061) (36,540)
Increase/(decrease) in contract
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,166 (106,523) (94,958) (7,015) (30,035)
Cash used in operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(560,932) (115,008) (25,849) (81,588) (11,090)
Income taxes paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(121) (2,407) (2,068) (883) (319)
Net cash flows used in operating
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(561,053) (117,415) (27,917) (82,471) (11,409)
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchases of property and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 (16,888) (15,228) (9,929) (2,753) (2,835)
Proceeds from disposal of property
and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,541 801 626 10 –
Purchases of intangible assets /H1118/H1118/H1118/H111816 (50) (977) (378) (266) –
Proceeds from disposal of other
intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2 9–––
Net cash inflow/(outflow) arising
from acquisition of subsidiaries /H1118/H1118 45,574 – (1,792) – (6,794)
Payments for investments in joint
ventures and associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118(490) – (861) – –
Proceeds from disposal of joint
ventures and associates /H1118/H1118/H1118/H1118/H1118/H1118/H11181,05 8––––
Payments for acquisition of
equity investments designated at
fair value through other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,500) – (442) – –
Payments for acquisition of
financial assets at fair value
through profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(34,112) (32,400) – – (3,500)
APPENDIX I ACCOUNTANTS’ REPORT
– I-15 –


--- page 561 ---
Y ear ended 31 December
Six months ended
30 June
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Proceeds from disposals and
maturity of financial assets at fair
value through profit or loss /H1118/H1118/H1118/H1118 59,482 52,508 3,422 3,422 –
Other loans advanced /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(260) (8,277) (16,039) – (11,000)
Repayment of other loans advanced /H1118 2,500 – 11,178 8,537 23,128
Repayment of loans from associate /H1118 – 1,00 0–––
Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,002 6,586 10,497 5,598 4,931
Withdrawal upon maturity of term
deposits with initial terms of over
three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,000 21,134 – – 10,000
Placement of term deposits with
initial terms of over three months /H1118 (21,134) (13,253) (47) (22) (20,622)
Placement of pledged deposits and
restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(447,967) (659,872) (659,860) (131,693) (262,981)
Withdrawal of pledged deposits and
restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118546,952 684,034 684,264 154,373 262,837
Net cash flows from/(used in)
investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118167,708 36,085 20,639 37,206 (6,836)
CASH FLOWS FROM
FINANCING ACTIVITIES
Advances from the investors /H1118/H1118/H1118/H1118/H1118 – 314,165 – – –
Acquisition of additional equity
interests in non wholly-owned
subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (7,000) – – –
Capital contribution by non-
controlling equity holders of
subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118980 1,040 3,920 3,920 –
Principal portion of lease payments /H1118 38 (80,795) (26,386) (28,455) (15,988) (12,049)
Interest of lease payments /H1118/H1118/H1118/H1118/H1118/H1118/H111838 (12,007) (3,098) (1,914) (994) (779)
Repayment of bank and other loans /H1118 (565,489) (1,495,139) (1,259,915) (612,669) (398,250)
Interest paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(18,863) (26,727) (16,512) (6,608) (3,319)
New bank and other loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118695,227 1,324,273 1,181,929 544,651 398,200
Advances from non-controlling
shareholders of subsidiaries /H1118/H1118/H1118/H1118 1 8 0––––
Repayment of advances from
non-controlling shareholders
of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1,079) (2,584) (1,080) –
Advance payment for exercise of
share options /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,883 181 165 – –
Proceeds from preferred shares,
warrants and convertible notes /H1118/H111838 – 70,827 221,360 221,360 –
Repurchase of shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,899) (4,953) (10,749) (10,332) –
APPENDIX I ACCOUNTANTS’ REPORT
– I-16 –


--- page 562 ---
Y ear ended 31 December
Six months ended
30 June
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Net cash flows from/(used in)
financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,217 146,104 87,245 122,260 (16,197)
NET (DECREASE)/INCREASE
IN CASH AND CASH
EQUIV ALENTS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(368,128) 64,774 79,967 76,995 (34,442)
Cash and cash equivalents at
beginning of year/period /H1118/H1118/H1118/H1118/H1118/H1118443,736 180,931 294,915 294,915 400,370
Effect of foreign exchange rate
changes, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118105,323 49,210 25,488 12,341 (5,376)
CASH AND CASH EQUIV ALENTS
A T END OF YEAR/PERIOD /H1118/H1118/H1118 180,931 294,915 400,370 384,251 360,552
ANALYSIS OF BALANCES OF
CASH AND CASH
EQUIV ALENTS
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118398,259 470,494 561,617 544,233 541,331
Time deposits with original
maturity of over three months
when acquired /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,134) (13,253) (13,570) (13,411) (23,683)
Pledged deposits and restricted cash (196,194) (162,326) (147,677) (146,571) (157,096)
Cash and cash equivalents as stated
in the consolidated statements of
cash flows and consolidated
statements of financial position /H1118/H111826 180,931 294,915 400,370 384,251 360,552
APPENDIX I ACCOUNTANTS’ REPORT
– I-17 –


--- page 563 ---
STATEMENTS OF FINANCIAL POSITION
Notes
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property and equipment /H1118/H1118/H1118/H1118/H111813 149 152 154 153
Investments in subsidiaries /H1118/H111817 4,975,512 5,165,859 5,569,840 5,701,813
Total non-current assets /H1118/H1118/H1118/H1118/H11184,975,661 5,166,011 5,569,994 5,701,966
CURRENT ASSETS
Due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H111817 1,361,331 1,359,678 1,547,126 1,374,125
Prepayments, other
receivables and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 – – 2,123 1,784
Pledged deposits and
restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 – – 61 60
Cash and cash equivalents /H1118/H1118/H111826 5,981 8,121 2,208 27,610
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,367,312 1,367,799 1,551,518 1,403,579
CURRENT LIABILITIES
Other payables and accruals /H1118 28 86,242 91,231 71,486 71,727
Due to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 14,582 44,592 36,240 36,402
Interest-bearing bank and
other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 181,302 14,831 – –
Preferred shares, warrants
and convertible notes /H1118/H1118/H1118/H1118/H111832 7,561,903 7,314,124 7,816,400 7,991,292
Total current liabilities /H1118/H1118/H1118/H1118/H11187,844,029 7,464,778 7,924,126 8,099,421
NET CURRENT
LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,476,717) (6,096,979) (6,372,608) (6,695,842)
TOTAL ASSETS LESS
CURRENT LIABILITIES /H1118 (1,501,056) (930,968) (802,614) (993,876)
Deficiency in assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,501,056) (930,968) (802,614) (993,876)
DEFICITS
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 167 167 178 178
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836 (1,501,223) (931,135) (802,792) (994,054)
Total deficits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,501,056) (930,968) (802,614) (993,876)
APPENDIX I ACCOUNTANTS’ REPORT
– I-18 –


--- page 564 ---
II NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. CORPORATE INFORMATION
Mininglamp Technology (the “Company”) is a limited liability company incorporated in the Cayman Islands.
The registered office of the Company is located at PO BOX 309, Ugland House, Grand Cayman, KY -1104, Cayman
Islands.
The Company is an investment holding company. During the Relevant Periods, the Company’s subsidiaries
registered in the People’s Republic of China (the “PRC”) were principally engaged in the provision of marketing
intelligence service, operational intelligence service and industry solution services.
As at the date of this report, the Company had direct and indirect interests in its subsidiaries, all of which are
private limited liability companies. The particulars of its principal subsidiaries are set out below:
Name
Place and date of
incorporation/
registration and
place of operations Registered capital
Percentage of equity
attributable to the Company
Principal activitiesDirect Indirect
Mininglamp Technology
Group Limited (“Minglue
HK”)
(ʮ̡
(note (b)) ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Hong Kong
(“HK”)/
9 April 2018
HKD10,000 100 – Investment
holding
Miaozhen Information
Technology Co., Ltd
#
(“Miao Zhen”)
(ʮ̡
(note (b)) ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland
China
13 June 2010
RMB142,392,000 – 100 Marketing
intelligence
services
Nequal (Beijing) Data
Technology Co., Ltd
#*
(߅(̏ԯ)ҦϞ
ʮ̡(note (b)) ) /H1118/H1118/H1118/H1118/H1118
PRC/Mainland
China
14 January
2016
RMB50,000,000 – 100 Marketing
intelligence
services
Beijing Mininglamp
Software Systems Co.,
Ltd
#* (“Beijing
Minglue”)
(ʮ
̡(note (b)) ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland
China
3 April 2014
RMB14,916,808 – 99.92 Industry
solution
services
Beijing Mininglamp
Zongheng Technology
Co., Ltd
#*
(ʮ
̡(note (b)) ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland
China
22 May 2020
RMB20,000,000 – 99.92 Industry
solution
services
Beijing Miaozhen Artificial
Intelligence Technology
Co., Ltd
#*
(ҦϞ
ʮ̡(note (b)) ) /H1118/H1118/H1118/H1118/H1118
PRC/Mainland
China
22 June 2020
RMB10,000,000 – 100 Marketing
intelligence
service
Beijing Mininglamp
Zhaohui Technology Co.,
Ltd
#* (“Minglue
Zhaohui”)
(ʮ
̡(note (b)) ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland
China
3 November
2005
RMB100,010,000 – 100 Marketing
intelligence
services
APPENDIX I ACCOUNTANTS’ REPORT
– I-19 –


--- page 565 ---
Name
Place and date of
incorporation/
registration and
place of operations Registered capital
Percentage of equity
attributable to the Company
Principal activitiesDirect Indirect
Shanghai Jingshu
Information Technology
Co., Ltd
#*
(ʮ
̡(note (b)) ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland
China
26 February
2016
RMB1,000,000 – 100 Marketing
intelligence
services
Zhuhai Hengqin Mingtao
Management Consultancy
Co., Ltd.
#*
(ᗱ၍ଣፔ༔Ϟ
ʮ̡(note (b)) ) /H1118/H1118/H1118/H1118/H1118
PRC/Mainland
China
7 September
2018
RMB30,000,000 – 99.92 Investment
holding
Shanghai Miaozhen
Network Technology Co.,
Ltd
#*
(ʮ
̡(note (b)) ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland
China
7 March
2014
RMB50,000,000 – 100 Marketing
intelligence
services
Shanghai Mingqi Network
Technology Co., Ltd
#*
(“Shanghai Mingqi”)
(ʮ
̡(note (b)) ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland
China
9 December
2019
RMB10,000,000 – 66.50 Operational
intelligence
services
Shanghai Mingsheng Pinzhi
Artificial Intelligence
Technology Co., Ltd
#*
(“Mingsheng Pinzhi”)
(߅
ʮ̡ (note(a)) ) /H1118/H1118/H1118
PRC/Mainland
China
24 July 2020
RMB77,777,778 – 54 Operational
intelligence
services
Shanghai Liannuo
Information Technology
Co., Ltd
#* (“Shanghai
Liannuo”)
(ʮ
̡(note (c)) ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland
China
22 November
2010
RMB20,000,000 – 60 Operational
intelligence
services
Wuhan Y eying Technology
Co., Ltd
#*@ (“Wuhan
Y eying”)
(ʮ̡
(note (b)) ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland
China
20 January
2015
RMB1,384,082 – 88.60 Marketing
intelligence
services
Xian Data Rujin
Information Technology
Co., Ltd
#*
(ҦϞ
ʮ̡(note (b)) ) /H1118/H1118/H1118/H1118/H1118
PRC/Mainland
China
27 January
2019
RMB1,000,000 – 70 Marketing
intelligence
services
Mininglamp Technology
(Ziyang) Group Co.,
Ltd.
#^
(Ҧ(༟ජ)ࠢ
ʮ̡(note (b)) ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland
China
17 February
2023
USD90,000,000 – 100 Investment
holding
Miaozhen Information
Technology (Ziyang)
Co., Ltd
#
(Ҧஔ(༟ජ)ࠢ
ʮ̡(note (b)) ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland
China
7 March
2023
RMB20,000,000 – 100 Marketing
intelligence
services
APPENDIX I ACCOUNTANTS’ REPORT
– I-20 –


--- page 566 ---
The above table lists the subsidiaries of the Company which, in the opinion of the directors, principally
affected the results for the Relevant Periods or formed a substantial portion of the net assets of the Group at
the end of each of the Relevant Periods. To give details of other subsidiaries would, in the opinion of the
directors, result in particulars of excessive length.
# The English names of all group companies registered in the PRC represent the best efforts made by the
directors of the Company to translate the Chinese names of these companies as they do not have official
English names.
^ These entities are registered as a wholly-foreign-owned enterprise under the PRC law.
* Before the termination of a series of contractual arrangements (collectively, the “Contractual
Arrangements” including power of attorney, loan agreements, equity option agreements, equity interest
pledge agreements and exclusive technical consulting and service agreements), the Company did not
have legal ownership in the equity of these entities. However, under the Contractual Arrangements
entered into with the registered owners of these entities, the Company and its certain subsidiaries with
legal ownership obtained control of these entities by way of controlling the voting rights, governing
their financial and operating policies, appointing or removing the majority of members of their
controlling authorities, and casting the majority of votes at meetings of such authorities. In addition, the
Contractual Arrangements also transferred the risks and rewards of these entities to the Company and/or
its other legally owned subsidiaries. As a result, these entities are treated as subsidiaries of the Company
and their financial statements have been consolidated by the Company. During the year of 2024, the
Group terminated all the Contractual Arrangements and underwent certain equity transfer transactions,
and these entities continued to be accounted for as subsidiaries of the Group.
@ On 5 December 2024, the Company acquired 33.90% from non-controlling interests of a non-wholly-
owned subsidiary through equity transaction.
Notes:
(a) This entity became a subsidiary of the Group in 2022. The statutory financial statements of this entity
for the years ended 31 December 2022, 2023 and 2024 prepared under PRC Generally Accepted
Accounting Principles (“PRC GAAP”) were audited by BDO China Shu Lun Pan Certified Public
Accountants LLP , certified public accountants registered in the PRC.
(b) No audited financial statements have been prepared for these entities for the years ended 31 December
2022, 2023 and 2024, as these entities are not required by the local government to prepare statutory
accounts.
(c) The statutory financial statements of this entity for the years ended 31 December 2022, 2023 and 2024
prepared under PRC GAAP were audited by Xiamen Y ongZhuo Certified Public Accountants (general
partnership), Zhuo Leo (Shanghai) Certified Public Accountants (general partnership) and Lianda
Certified Public Accountants (special general partnership), respectively, certified public accountants
registered in the PRC.
2.1 BASIS OF PREPARATION
The Historical Financial Information has been prepared in accordance with HKFRS Accounting Standards
(which include all Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards (“HKASs”) and
Interpretations) as issued by the HKICPA and accounting principles generally accepted in Hong Kong. All HKFRS
Accounting Standards effective for the accounting periods commencing from 1 January 2025, together with the
relevant transitional provisions, have been early adopted by the Group in the preparation of the Historical Financial
Information throughout the Relevant Periods and the period covered by the Interim Comparative Financial
Information.
The Historical Financial Information has been prepared under the historical cost convention, except for
financial instruments at fair value through profit or loss (“FVPL”), equity investments designated at fair value
through other comprehensive income (“FVOCI”), other liabilities and preferred shares, warrants and convertible
notes, which have been measured at fair value.
APPENDIX I ACCOUNTANTS’ REPORT
– I-21 –


--- page 567 ---
The Historical Financial Information has been prepared under the going concern basis notwithstanding the fact
that, as at 30 June 2025, the Group and the Company recorded net current liabilities amounting to RMB7,542,621,000
and RMB6,695,842,000 and deficiency in assets of RMB6,566,365,000 and RMB993,876,000, respectively. The
deficiency in net assets primarily arose from the convertible redeemable preferred shares amounting to
RMB7,991,292,000 as at 30 June 2025. As disclosed in note 32 to the Historical Financial Information, on
10 September 2025, the Group and the holders of the preferred shares have entered into an amended investors’ rights
agreement to conditionally suspend the redemption rights of the preferred shares. Accordingly, the directors of the
Company have considered that the redemption rights of the preferred shares cease to be exercisable and as a result
the preferred shares are not expected to be redeemed within 12 months since the date of approval of the Historical
Financial Information. In addition, the directors of the Company have reviewed the Group’s cash flow projection
prepared by management, which covered a period of not less than twelve months from 30 June 2025. In the view of
the above, the directors of the Company considered that the Group will have sufficient working capital to meet its
financial obligations as and when they fall due in the coming twelve months from 30 June 2025. Accordingly, the
directors of the Company considered it is appropriate to prepare the Historical Financial Information on a going
concern basis.
Basis of consolidation
The Historical Financial Information include the financial statements of the Company and its subsidiaries. A
subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. Control is
achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has
the ability to affect those returns through its power over the investee (i.e., existing rights that give the Group the
current ability to direct the relevant activities of the investee).
Generally, there is a presumption that a majority of voting rights results in control. When the Company has,
less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee, including:
(a) the contractual arrangement with the other vote holders of the investee;
(b) rights arising from other contractual arrangements; and
(c) the Group’s voting rights and potential voting rights.
The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using
consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group obtains
control, and continue to be consolidated until the date that such control ceases.
Profit or loss and each component of other comprehensive income are attributed to the owners of the parent
of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit
balance. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions
between members of the Group are eliminated in full on consolidation.
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 described above. A change in the ownership interest of a
subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities,
any non-controlling interest and exchange fluctuation reserve; and recognises the fair value of any investment
retained and any resulting surplus or deficit in profit or loss. The Group’s share of components previously recognised
in other comprehensive income is reclassified to profit or loss or retained profits, as appropriate, on the same basis
as would be required if the Group had directly disposed of the related assets or liabilities.
APPENDIX I ACCOUNTANTS’ REPORT
– I-22 –


--- page 568 ---
2.2 ISSUED BUT NOT YET EFFECTIVE HKFRS ACCOUNTING STANDARDS
The Group has not applied the following new and amended HKFRS Accounting Standards, that have been
issued but are not yet effective, in the Historical Financial Information. The Group intends to apply these new and
amended HKFRS Accounting Standards, if applicable, when they become effective.
Amendments to HKFRS 9 and HKFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Amendments to the Classification and Measurement
of Financial Instruments
1
Amendments to HKFRS 9 and HKFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Contracts Referencing Nature-dependent
Electricity 1
Amendments to HKFRS 10 and HKAS 28 /H1118/H1118/H1118/H1118/H1118/H1118Sale or Contribution of Assets between an Investor
and its Associate or Joint V enture 3
HKFRS 18 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Presentation and Disclosure in Financial
Statements 2
HKFRS 19 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subsidiaries without Public Accountability:
Disclosures 2
Annual Improvements to HKFRS
Accounting Standards – V olume 11 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Amendments to HKFRS 1, HKFRS 7, HKFRS 9,
HKFRS 10 and HKAS 7 1
1 Effective for annual periods beginning on or after 1 January 2026
2 Effective for annual/reporting periods beginning on or after 1 January 2027
3 No mandatory effective date yet determined but available for adoption
The Group is in the process of making an assessment of the impact of these new and amended HKFRS
Accounting Standards upon initial application. HKFRS 18 introduces new requirements on presentation within the
statement of profit or loss, including specified totals and subtotals. It also requires disclosure of management-defined
performance measures and includes new requirements for aggregation and disaggregation of financial information.
The new requirements are expected to impact the Group’s presentation in the statement of profit or loss and
disclosures of the Group’s financial performance. So far, the Group considers that new and amended HKFRS
Accounting Standards are unlikely to have a significant impact on the Group’s results of operations and financial
position. The application of HKFRS 18 is not expected to have a material impact on the financial position of the
Group but is expected to affect the presentation of the statement of profit or loss and other comprehensive income
and statement of cash flows and additional disclosure will be included in the financial statements. Except for HKFRS
18, the other new or amended HKFRS Accounting Standards are not expected to have any significant impact on the
Group’s financial information.
2.3 MATERIAL ACCOUNTING POLICIES
The principal accounting policies applied in preparation of the Historical Financial Information and Interim
Comparative Financial Information are set out below. These policies have been consistently applied to all the
years/periods presented.
Investments in associates and joint ventures
An associate is an entity in which the Group has a long-term interest of generally not less than 20% of the
equity voting rights and over which it 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.
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement
have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an
arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the
parties sharing control.
The Group’s investments in associates and joint ventures are stated in the consolidated statement of financial
position at the Group’s share of net assets under the equity method of accounting, less any impairment losses.
Adjustments are made to bring into line any dissimilar accounting policies that may exist.
APPENDIX I ACCOUNTANTS’ REPORT
– I-23 –


--- page 569 ---
The Group’s share of the post-acquisition results and other comprehensive income of associates and joint
ventures is included in the consolidated statement of profit or loss and consolidated other comprehensive income,
respectively. In addition, when there has been a change recognised directly in the equity of the associate or joint
venture, the Group recognises its share of any changes, when applicable, in the consolidated statement of changes
in equity. Unrealised gains and losses resulting from transactions between the Group and its associates or joint
ventures are eliminated to the extent of the Group’s investments in the associates or joint ventures, except where
unrealised losses provide evidence of an impairment of the assets transferred. Goodwill arising from the acquisition
of associates or joint ventures is included as part of the Group’s investments in associates or joint ventures.
If an investment in an associate becomes an investment in a joint venture or vice versa, the retained interest
is not remeasured. Instead, the investment continues to be accounted for under the equity method. In all other cases,
upon loss of significant influence over the associate or joint control over the joint venture, the Group measures and
recognises any retained investment at its fair value. Any difference between the carrying amount of the associate or
joint venture upon loss of significant influence or joint control and the fair value of the retained investment and
proceeds from disposal is recognised in profit or loss.
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The consideration transferred is
measured at the acquisition date fair value which is the sum of the acquisition date fair values of assets transferred
by the Group, liabilities assumed 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. For each business combination, the Group elects whether to
measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s
identifiable net assets. All other components of non-controlling interests are measured at fair value. Acquisition-
related costs are expensed as incurred.
The Group determines that it has acquired a business when the acquired set of activities and assets includes
an input and a substantive process that together significantly contribute to the ability to create outputs.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and pertinent
conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts of the
acquiree.
If the business combination is achieved in stages, the previously held equity interest is remeasured at its
acquisition date fair value and any resulting gain or loss is recognised in profit or loss or other comprehensive
income, as appropriate.
Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition
date. Contingent consideration classified as an asset or liability is measured at fair value with changes in fair value
recognised in profit or loss. Contingent consideration that is classified as equity is not remeasured and subsequent
settlement is accounted for within equity.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred, the
amount recognised for non-controlling interests and any fair value of the Group’s previously held equity interests in
the acquiree over the identifiable assets acquired and liabilities assumed. If the sum of this consideration and other
items is lower than the fair value of the net assets acquired, the difference is, after reassessment, recognised in profit
or loss as a gain on bargain purchase.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is
tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying
value may be impaired. The Group performs its annual impairment test of goodwill as at 31 December. For the
purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated
to each of the Group’s cash-generating units (“CGUs”), or groups of cash-generating units, that are expected to
benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are
assigned to those units or groups of units.
Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of
cash-generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit
(group of cash-generating units) is less than the carrying amount, an impairment loss is recognised. An impairment
loss recognised for goodwill is not reversed in a subsequent period.
APPENDIX I ACCOUNTANTS’ REPORT
– I-24 –


--- page 570 ---
Where goodwill has been allocated to a cash-generating unit (or group of cash-generating units) and part of
the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in
the carrying amount of the operation when determining the gain or loss on the disposal. Goodwill disposed of in these
circumstances is measured based on the relative value of the operation disposed of and the portion of the
cash-generating unit retained.
Fair value measurement
The Group measures its financial assets at FVPL, equity investments designated at FVOCI, other liabilities and
preferred shares, warrants and convertible notes at fair value at the end of each reporting period. 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. The fair value measurement is based on the presumption that the transaction
to sell the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the
absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most
advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the
assumptions that market participants would use when pricing the asset or liability, assuming that market participants
act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that
would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in Historical Financial Information are
categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant
to the fair value measurement as a whole:
Level 1 – based on quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 – based on valuation techniques for which the lowest level input that is significant to the fair
value measurement is observable, either directly or indirectly
Level 3 – based on valuation techniques for which the lowest level input that is significant to the fair
value measurement is unobservable
For assets and liabilities that are recognised in the Historical Financial Information on a recurring basis, the
Group determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation
(based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each
reporting period.
Impairment of non-financial assets
Where an indication of impairment exists, or when annual impairment testing for non-financial asset is
required (other than inventories, contract assets and deferred tax assets), the asset’s recoverable amount is estimated.
An asset’s recoverable amount is the higher of the asset’s or cash-generating unit’s value in use and its fair value less
costs of disposal, and is determined for an individual asset, unless the asset does not generate cash inflows that are
largely independent of those from other assets or groups of assets, in which case the recoverable amount is
determined for the cash-generating unit to which the asset belongs.
In testing a cash-generating unit for impairment, a portion of the carrying amount of a corporate asset (e.g.,
a headquarters building) is allocated to an individual cash-generating unit if it can be allocated on a reasonable and
consistent basis or, otherwise, to the smallest group of cash-generating units.
APPENDIX I ACCOUNTANTS’ REPORT
– I-25 –


--- page 571 ---
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. 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. An
impairment loss is charged to profit or loss in the period in which it arises in those expense categories consistent with
the function of the impaired asset.
An assessment is made at the end of each reporting period as to whether there is an indication that previously
recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the recoverable
amount is estimated. A previously recognised impairment loss of an asset other than goodwill is reversed only if there
has been a change in the estimates used to determine the recoverable amount of that asset, but not to an amount higher
than the carrying amount that would have been determined (net of any depreciation/amortisation) had no impairment
loss been recognised for the asset in prior years. A reversal of such an impairment loss is credited to the statement
of profit or loss in the period in which it arises.
Related parties
A party is considered to be related to the Group if:
(a) the party is a person or a close member of that person’s family and that person:
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of the key management personnel of the Group or of a parent of the Group;
or
(b) the party is an entity where any of the following conditions applies:
(i) the entity and the Group are members of the same group;
(ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow
subsidiary of the other entity);
(iii) the entity and the Group are joint ventures of the same third party;
(iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity;
(v) the entity is a post-employment benefit plan for the benefit of employees of either the Group or
an entity related to the Group;
(vi) the entity is controlled or jointly controlled by a person identified in (a);
(vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity); and
(viii) the entity, or any member of a group of which it is a part, provides key management personnel
services to the Group or to the parent of the Group.
Property and equipment and depreciation
Property and equipment are stated at cost less accumulated depreciation and any impairment losses. The cost
of an item of property and equipment comprises its purchase price and any directly attributable costs of bringing the
asset to its working condition and location for its intended use.
Expenditure incurred after items of property and equipment have been put into operation, such as repairs and
maintenance, is normally charged to profit or loss in the period in which it is incurred. In situations where the
recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the
asset as a replacement. Where significant parts of property and equipment are required to be replaced at intervals,
the Group recognises such parts as individual assets with specific useful lives and depreciates them accordingly.
APPENDIX I ACCOUNTANTS’ REPORT
– I-26 –


--- page 572 ---
Depreciation is calculated on a straight-line basis to write off the cost of each item of property and equipment
to its residual value over its estimated useful life. The principal estimated useful lives used for this purpose are as
follows:
Leasehold improvements Over the shorter of the lease terms and 5 years
Electronic equipment 3 to 5 years
Furniture, fixtures and office equipment 3 to 5 years
Motor vehicles 3 to 5 years
Where parts of an item of property and equipment have different useful lives, the cost of that item is allocated
on a reasonable basis among the parts and each part is depreciated separately. Residual values, useful lives and the
depreciation method are reviewed, and adjusted if appropriate, at least at each financial year end.
An item of property and equipment including any significant part initially recognised is derecognised upon
disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal or
retirement recognised in the statement of profit or loss in the year the asset is derecognised is the difference between
the net sales proceeds and the carrying amount of the relevant asset.
Intangible assets (other than goodwill)
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets
acquired in a business combination is the fair value at the date of acquisition. The useful lives of intangible assets
are assessed to be either finite or indefinite. Intangible assets with finite lives are subsequently amortised over the
useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be
impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are
reviewed at least at each financial year end.
Intangible assets are stated at cost less any impairment losses and are amortised on the straight-line basis over
their estimated useful lives as follow:
Trademark 7 to 10 years
Patents and licences 5 to 10 years
Purchased software 2 to 10 years
Customer relationship 4 to 6 years
Non-competition arrangement 5 years
Research and development costs
All research costs are charged to the statement of profit or loss as incurred.
Expenditure incurred on projects to develop new products is recognised and deferred only when the Group can
demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its
intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the
availability of resources to complete the project and the ability to measure reliably the expenditure during the
development. Product development expenditure which does not meet these criteria is expensed when incurred.
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains,
a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases
and leases of low-value assets. The Group recognised lease liabilities to make lease payments and right-of-use assets
representing the right to use the underlying assets.
APPENDIX I ACCOUNTANTS’ REPORT
– I-27 –


--- page 573 ---
(a) Right-of-use assets
Right-of-use assets are recognised at the commencement date of the lease (that is the date the underlying asset
is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and any impairment
losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount
of lease liabilities recognised initial direct costs incurred, and lease payments made at or before the commencement
date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter
of the lease terms and the estimated useful lives of the assets as follows:
Office 1.5 to 5 years
Electronic equipment 2 to 5 years
If ownership of the leased asset transfers to the Group by the end of the lease term or the cost reflects the
exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
(b) Lease liabilities
Lease liabilities are recognised at the commencement date of the lease at the present value of lease payments
to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments)
less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected
to be paid under residual value guarantees. The variable lease payments that do not depend on an index or a rate are
recognised as an expense in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for
the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification,
a change in future lease payments arising from a change in an index or rate, a change in the lease term, a change in
the in-substance fixed lease payments or a change in assessment to purchase the underlying asset.
(c) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of buildings and
equipment (that is those leases 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 leases of low-value assets to leases of office
equipment that is considered to be of low value. Lease payments on short-term leases and leases of low-value assets
are recognised as an expense on a straight-line basis over the lease term.
Group as a lessor
When the Group acts as a lessor, it classifies at lease inception (or when there is a lease modification) each
of its leases as either an operating lease or a finance lease.
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of
an asset are classified as operating leases. When a contract contains lease and non-lease components, the Group
allocates the consideration in the contract to each component on a relative stand-alone selling price basis. Rental
income is accounted for on a straight-line basis over the lease term and is included in revenue in profit or loss due
to its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the
carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent
rents are recognised as revenue in the period in which they are earned.
Leases that transfer substantially all the risks and rewards incidental to ownership of an underlying asset to
the lessee, are accounted for as finance leases.
APPENDIX I ACCOUNTANTS’ REPORT
– I-28 –


--- page 574 ---
Investments and other financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value
through other comprehensive income, and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash
flow characteristics and the Group’s business model for managing them. With the exception of trade receivables that
do not contain a significant financing component or for which the Group has applied the practical expedient of not
adjusting the effect of a significant financing component, the Group initially measures a financial asset at its fair
value, plus in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables
that do not contain a significant financing component or for which the Group has applied the practical expedient are
measured at the transaction price determined under HKFRS 15 in accordance with the policies set out for “Revenue
recognition” below.
In order for a financial asset to be classified and measured at amortised cost or fair value through other
comprehensive income, it needs to give rise to cash flows that are solely payments of principal and interest (“SPPI”)
on the principal amount outstanding. Financial assets with cash flows that are not SPPI are classified and measured
at fair value through profit or loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order
to generate cash flows. The business model determines whether cash flows will result from collecting contractual
cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held
within a business model with the objective to hold financial assets in order to collect contractual cash flows, while
financial assets classified and measured at fair value through other comprehensive income are held within a business
model with the objective of both holding to collect contractual cash flows and selling. Financial assets which are not
held within the aforementioned business models are classified and measured at fair value through profit or loss.
Purchases or sales of financial assets that require delivery of assets within the period generally established by
regulation or convention in the marketplace are recognised on the trade date, that is, the date that the Group commits
to purchase or sell the asset.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Financial assets at amortised cost (debt instruments)
Financial assets at amortised cost are subsequently measured using the effective interest method and are
subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or
impaired.
Financial assets designated at fair value through other comprehensive income (equity investments)
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity
investments designated at fair value through other comprehensive income when they meet the definition of equity
under HKAS 32 Financial Instruments: Presentation and are not held for trading. The classification is determined
on an instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to the statement of profit or loss. Dividends are
recognised as other income in the statement of profit or loss when the right of payment has been established, except
when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case,
such gains are recorded in other comprehensive income. Equity investments designated at fair value through other
comprehensive income are not subject to impairment assessment.
APPENDIX I ACCOUNTANTS’ REPORT
– I-29 –


--- page 575 ---
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value
with net changes in fair value recognised in the statement of profit or loss.
This category includes equity investments which the Group had not irrevocably elected to classify at fair value
through other comprehensive income and wealth management products. Dividends on the equity investments are also
recognised as other income in the statement of profit or loss when the right of payment has been established.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets)
is primarily derecognised (i.e., removed from the statement of financial position) when:
 the rights to receive cash flows from the asset have expired; or
 the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation
to pay the received cash flows in full without material delay to a third party under a “pass-through”
arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset,
or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if, and to what extent, it has retained the risk and rewards of ownership of the asset. When
it has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of
the asset, the Group continues to recognise the transferred asset to the extent of the Group’s continuing involvement.
In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are
measured on a basis that reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower
of the original carrying amount of the asset and the maximum amount of consideration that the Group could be
required to repay.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair
value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance
with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the
original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or
other credit enhancements that are integral to the contractual terms.
General approach
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase
in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are
possible within the next 12 months (a 12-month ECL). For those credit exposures for which there has been a
significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over
the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
At each reporting date, the Group assesses whether the credit risk on a financial instrument has increased
significantly since initial recognition. When making the assessment, 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 and considers reasonable and supportable information that is available
without undue cost or effort, including historical and forward-looking information. The Group considers that there
has been a significant increase in credit risk when contractual payments are more than 30 days past due.
The Group considers a financial asset in default when contractual payments are 90 days past due. However,
in certain cases, the Group may consider a financial asset to be in default when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account
any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation
of recovering the contractual cash flows.
APPENDIX I ACCOUNTANTS’ REPORT
– I-30 –


--- page 576 ---
Financial assets at amortised cost are subject to impairment under the general approach and they are classified
within the following stages for measurement of ECLs except for trade receivables and contract assets which apply
the simplified approach as detailed below.
Stage 1 – Financial instruments for which credit risk has not increased significantly since initial
recognition and for which the loss allowance is measured at an amount equal to 12-month
ECLs
Stage 2 – Financial instruments for which credit risk has increased significantly since initial
recognition but that are not credit-impaired financial assets and for which the loss
allowance is measured at an amount equal to lifetime ECLs
Stage 3 – Financial assets that are credit-impaired at the reporting date (but that are not purchased or
originated credit-impaired) and for which the loss allowance is measured at an amount
equal to lifetime ECLs
Simplified approach
For trade receivables and contract assets that do not contain a significant financing component or when the
Group applies the practical expedient of not adjusting the effect of a significant financing component, the Group
applies the simplified approach in calculating ECLs. Under the simplified approach, the Group does not track changes
in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has
established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking
factors specific to the debtors and the economic environment.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or
loss, loans and borrowings or payables, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade and bills payables, financial liabilities included in other payables
and accruals, lease liabilities, interest-bearing bank and other borrowings, other liabilities, preferred shares, warrants
and convertible notes.
Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification as follows:
Financial liabilities at amortised cost (trade and other payables, and borrowings)
After initial recognition, trade and other payables and interest-bearing bank and other borrowings are
subsequently measured at amortised cost, using the effective interest rate method unless the effect of discounting
would be immaterial, in which case they are stated at cost. Gains and losses are recognised in profit or loss when
the liabilities are derecognised as well as through the effective interest rate amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the effective interest rate. The effective interest rate amortisation is included in finance
costs in profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
– I-31 –


--- page 577 ---
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the
near term. This category also includes derivative financial instruments entered into by the Group that are not
designated as hedging instruments in hedge relationships as defined by HKFRS 9. Separated embedded derivatives
are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on
liabilities held for trading are recognised in the statement of profit or loss. The net fair value gain or loss recognised
in the statement of profit or loss does not include any interest charged on these financial liabilities.
Financial liabilities designated upon initial recognition as at fair value through profit or loss are designated at
the initial date of recognition, and only if the criteria in HKFRS 9 are satisfied. Gains or losses on liabilities
designated at fair value through profit or loss are recognised in the statement of profit or loss, except for the gains
or losses arising from the Group’s own credit risk which are presented in other comprehensive income with no
subsequent reclassification to the statement of profit or loss. The net fair value gain or loss recognised in the
statement of profit or loss does not include any interest charged on these financial liabilities.
Preferred shares, warrants and convertible notes
Preferred shares, warrants and convertible notes give rise to financial liabilities if they are redeemable at the
option of the holders in case of occurrence of triggering events that are beyond the control of the Group. At initial
recognition, the liabilities are measured at fair value. Subsequent changes in fair value are recognised in profit or loss.
Transaction costs that are directly attributable to the issuance of preferred shares, warrants and convertibles notes are
recognised immediately in profit or loss. If preferred shares, warrants and convertibles notes are converted into
ordinary shares, the carrying amount of the financial liabilities is reclassified to equity.
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or
expires.
When an existing financial liability is replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as
a derecognition of the original liability and a recognition of a new liability, and the difference between the respective
carrying amounts is recognised in profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial
position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to
settle on a net basis, or to realise the assets and settle the liabilities simultaneously.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the first-in, first-out
basis. Net realisable value is based on the estimated selling prices less any estimated costs to be incurred to
completion and disposal.
The Group also recognises the contract fulfilment cost of inventories from the costs incurred to fulfil a contract
only if those costs meet all of the following criteria:
 the costs relate directly to a contract or to an anticipated contract that the entity can specifically identify;
 the costs generate or enhance resources of the entity that will be used in satisfying (or in continuing to
satisfy) performance obligations in the future; and the costs are expected to be recovered.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 578 ---
The contract fulfilment cost recognised shall be amortised to profit or loss on a systematic basis that is
consistent with the transfer to the customer of the services to which the asset relates. The Group recognises an
impairment loss in profit or loss to the extent that the carrying amount of contract fulfilment cost recognised exceeds
the remaining amount of consideration that the entity expects to receive in exchange for the services to which the
asset relates less the costs that relate directly to the provision of those services and that have not been recognised
as expenses.
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash on hand and at banks, and
short-term highly liquid deposits with a maturity of generally within three months that are readily convertible into
known amounts of cash, subject to an insignificant risk of changes in value and held for the purpose of meeting
short-term cash commitments.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash on hand
and at banks, and short-term deposits as defined above, less bank overdrafts which are repayable on demand and form
an integral part of the Group’s cash management.
Provisions
A provision is recognised when a present obligation (legal or constructive) has arisen as a result of a past event
and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable
estimate can be made of the amount of the obligation.
When the effect of discounting is material, the amount recognised for a provision is the present value at the
end of each of the Relevant Periods of the future expenditures expected to be required to settle the obligation. The
increase in the discounted present value amount arising from the passage of time is included in finance costs in profit
or loss.
The Group provides for warranties in relation to the sale of certain project-based services. Provisions for these
assurance-type warranties granted by the Group are initially recognised based on sales volume and past experience
of the level of repairs and returns, discounted to their present values as appropriate. The warranty-related cost is
revised annually.
Income tax
Income tax comprises current and deferred tax. Income tax relating to items recognised outside profit or loss
is recognised outside profit or loss, either in other comprehensive income or directly in equity.
Current tax assets and liabilities for the current and prior years are measured at the amount expected to be
recovered from or paid to the taxation authorities, based on tax rates and tax laws that have been enacted or
substantively enacted by the end of each of the Relevant Periods, taking into consideration interpretations and
practices prevailing in the countries in which the Group operates.
Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting
period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
 when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in
a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible
temporary differences; and
 in respect of taxable temporary differences associated with investments in subsidiaries, associates and
joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is
probable that the temporary differences will not reverse in the foreseeable future.
APPENDIX I ACCOUNTANTS’ REPORT
– I-33 –


--- page 579 ---
Deferred tax assets are recognised for all deductible temporary differences, the carryforward of unused tax
credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit
will be available against which the deductible temporary differences, the carryforward of unused tax credits and
unused tax losses can be utilised, except:
 when the deferred tax asset relating to the deductible temporary differences arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time
of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise
to equal taxable and deductible temporary differences; and
 in respect of deductible temporary differences associated with investments in subsidiaries, associates
and joint ventures, deferred tax assets are only recognised to the extent that it is probable that the
temporary differences will reverse in the foreseeable future and taxable profit will be available against
which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each of the Relevant Periods and reduced
to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each of the Relevant
Periods and are recognised to the extent that it has become probable that sufficient taxable profit will be available
to allow all or part of the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively
enacted by the end of each of the Relevant Periods.
Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally enforceable right
to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to
income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which
intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities
simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected
to be settled or recovered.
Government grants
Government grants are recognised at their fair value where there is reasonable assurance that the grant will be
received and all attaching conditions will be complied with. When the grant relates to an expense item, it is
recognised as income on a systematic basis over the periods that the costs, for which it is intended to compensate,
are expensed.
Where the grant relates to an asset, the fair value is credited to a deferred income account and is released to
the statement of profit or loss over the expected useful life of the relevant asset by equal annual instalments.
Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of goods or services is transferred to the
customers at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those
goods or services.
When the consideration in a contract includes a variable amount, the amount of consideration is estimated to
which the Group will be entitled in exchange for transferring the goods or services to the customer. The variable
consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue
reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the
variable consideration is subsequently resolved.
When the contract contains a financing component which provides the customer with a significant benefit of
financing the transfer of goods or services to the customer for more than one year, revenue is measured at the present
value of the amount receivable, discounted using the discount rate that would be reflected in a separate financing
transaction between the Group and the customer at contract inception. When the contract contains a financing
component which provides the Group with a significant financial benefit for more than one year, revenue recognised
APPENDIX I ACCOUNTANTS’ REPORT
– I-34 –


--- page 580 ---
under the contract includes the interest expense accreted on the contract liability under the effective interest method.
For a contract where the period between the payment by the customer and the transfer of the promised goods or
services is one year or less, the transaction price is not adjusted for the effects of a significant financing component,
using the practical expedient in HKFRS 15.
(a) Marketing intelligence services
The Group provides marketing intelligence services to its customers through monitoring advertising traffic and
measuring advertising data on multiple channels instantaneously using its marketing intelligence application
software. Customers simultaneously receive and consume the benefits as the Group provides marketing intelligence
services. Revenue is recognised over time as services are rendered.
In addition, the Group also provides marketing intelligence solutions to its customers. Revenue is recognised
at the point in time when the services have been provided to and accepted by the customers.
Retrospective volume rebates may be provided to certain customers once the quantity of services purchased
during the period exceeds a threshold specified in the contract. Rebates are recognised as a financial liability. To
estimate the variable consideration for the expected future rebates, the most likely amount method is used for
contracts with a single-volume threshold and the expected value method is used for contracts with more than one
volume threshold. The selected method that best predicts the amount of variable consideration is primarily driven by
the number of volume thresholds contained in the contract. The requirements on constraining estimates of variable
consideration are applied and a refund liability for the expected future rebates is recognised.
(b) Operational intelligence services
The Group provides smart stores operating system and customised intelligent operation solutions to its
customers. Revenue is recognised at the point in time when the services have been provided to and accepted by the
customers.
In addition, the Group also provides maintenance services, subscription services and rental services to its
customers who simultaneously receive and consume the benefits. Revenue is recognised over time as services are
rendered.
(c) Industry solution services
The Group provides tailored industry solution services to clients in sectors such as finance, manufacturing, and
rail transit. Revenue is recognised at the point in time when the services have been provided to and accepted by the
customers.
Other income
Interest income is recognised on an accrual basis using the effective interest method by applying the rate that
exactly discounts the estimated future cash receipts through the expected life of the financial instrument or a shorter
period, when appropriate, to the net carrying amount of the financial asset.
Contract assets
If the Group performs by transferring goods or services to a customer before the customer pays consideration
or before being unconditionally to the consideration under the contract terms, a contract asset is recognised for the
earned consideration that is conditional. Contract assets are subject to impairment assessment, details of which are
included in the accounting policies for impairment of financial assets. They are reclassified to trade receivables when
the right to the consideration becomes unconditional.
Contract liabilities
A contract liability is recognised when a payment is received or a payment is due (whichever is earlier) from
a customer before the Group transfers the related goods or services. Contract liabilities are recognised as revenue
when the Group performs under the contract (i.e., transfers control of the related goods or services to the customer).
APPENDIX I ACCOUNTANTS’ REPORT
– I-35 –


--- page 581 ---
Share-based payments
The Company operates share option schemes. Employees (including directors) of the Group receive
remuneration in the form of share-based payments, whereby employees render services as consideration for equity
instruments (“equity-settled transactions”). The cost of equity-settled transactions with employees is measured by
reference to the fair value at the date at which they are granted. The fair value is determined by an external valuer
using a binomial model, further details of which are given in note 35 to the Historical Financial Information.
The cost of equity-settled transactions is recognised in employee benefit expense, together with a
corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled.
The cumulative expense recognised for equity-settled transactions at the end of each reporting period until the vesting
date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity
instruments that will ultimately vest. The charge or credit to the statement of profit or loss for a period represents
the movement in the cumulative expense recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the grant date
fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate
of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the
grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are
considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead
to an immediate expensing of an award unless there are also service and/or performance conditions.
For awards that do not ultimately vest because non-market performance and/or service conditions have not
been met, no expense is recognised. Where awards include a market or non-vesting condition, the transactions are
treated as vesting irrespective of whether the market or non-vesting condition is satisfied, provided that all other
performance and/or service conditions are satisfied.
Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the
terms had not been modified, if the original terms of the award are met. In addition, an expense is recognised for any
modification that increases the total fair value of the share-based payments, or is otherwise beneficial to the employee
as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any
expense not yet recognised for the award is recognised immediately. This includes any award where non-vesting
conditions within the control of either the Group or the employee are not met. However, if a new award is substituted
for the cancelled award, and is designated as a replacement award on the date that it is granted, the cancelled and
new awards are treated as if they were a modification of the original award, as described in the previous paragraph.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of
earnings per share.
Other employee benefits
Pension scheme
The employees of the Group’s subsidiaries which operate in Mainland China are required to participate in a
central pension scheme operated by the local municipal governments. These subsidiaries are required to contribute
a certain portion of their payroll to the central pension scheme. The contributions are charged to profit or loss as they
become payable in accordance with the rules of the central pension scheme.
Termination benefits
Termination benefits are payable when employment is terminated by the Group before the normal retirement
date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises
termination benefits at the earlier of the following dates: (a) when the Group can no longer withdraw the offer of
those benefits; and (b) when the Group recognises costs for a restructuring and involves the payment of terminations
benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based
on the number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of
the reporting period are discounted to present value.
APPENDIX I ACCOUNTANTS’ REPORT
– I-36 –


--- page 582 ---
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, i.e.,
assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as
part of the cost of those assets. The capitalisation of such borrowing costs ceases when the assets are substantially
ready for their intended use or sale. All other borrowing costs are expensed in the period in which they are incurred.
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
Events after the reporting period
If the Group receives information after the reporting period, but prior to the date of authorisation for issue,
about conditions that existed at the end of the reporting period, it will assess whether the information affects the
amounts that it recognises in its financial statements. The Group will adjust the amounts recognised in its financial
statements to reflect any adjusting events after the reporting period and update the disclosures that relate to those
conditions in light of the new information. For non-adjusting events after the reporting period, the Group will not
change the amounts recognised in its financial statements, but will disclose the nature of the non-adjusting events and
an estimate of their financial effects, or a statement that such an estimate cannot be made, if applicable.
Dividends
Final dividends are recognised as a liability when they are specifically stated in the terms of the resolution and
approved by the directors. Proposed final dividends are disclosed in the notes to the Historical Financial Information.
Interim dividends are simultaneously proposed and declared, because the Company’s memorandum and articles of
association grant the directors the authority to declare interim dividends. Consequently, interim dividends are
recognised immediately as a liability when they are proposed and declared.
Foreign currencies
The Historical Financial Information is presented in RMB, while the Company’s functional currency is US
dollar. As the major operations of the Group during the Relevant Periods are within the Mainland China, the Group
determined to present its Historical Financial Information in RMB (unless otherwise stated). Each entity in the Group
determines its own functional currency and items included in the financial statements of each entity are measured
using that functional currency. Foreign currency transactions recorded by the entities in the Group are initially
recorded using their respective functional currency rates prevailing at the dates of the transactions. Monetary assets
and liabilities denominated in foreign currencies are translated at the functional currency rates of exchange ruling at
the end of each of the financial periods. Differences arising on settlement or translation of monetary items are
recognised in profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency
are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on
translation of a non-monetary item measured at fair value is treated in line with the recognition of the gain or loss
on change in fair value of the item (i.e., translation difference on the item whose fair value gain or loss is recognised
in other comprehensive income or profit or loss is also recognised in other comprehensive income or profit or loss,
respectively).
In determining the exchange rate on initial recognition of the related asset, expense or income on the
derecognition of a non-monetary asset or non-monetary liability relating to an advance consideration, the date of
initial transaction is the date on which the Group initially recognises the non-monetary asset or non-monetary liability
arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines
the transaction date for each payment or receipt of the advance consideration.
The functional currencies of the Company and certain overseas subsidiaries, joint ventures and associates are
currencies other than the RMB. As at the end of the reporting period, the assets and liabilities of these entities are
translated into RMB at the exchange rates prevailing at the end of the reporting period and their statements of profit
or loss are translated into RMB at the exchange rates that approximate to those prevailing at the dates of the
transactions.
APPENDIX I ACCOUNTANTS’ REPORT
– I-37 –


--- page 583 ---
The resulting exchange differences are recognised in other comprehensive income and accumulated in the
exchange reserve, except to the extent that the differences are attributable to non-controlling interests. On disposal
of a foreign operation, the cumulative amount in the reserve relating to that particular foreign operation is recognised
in profit or loss.
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying
amounts of assets and liabilities arising on acquisition are treated as assets and liabilities of the foreign operation and
translated at the closing rate.
For the purpose of the consolidated statement of cash flows, the cash flows of the Company and any foreign
operations are translated into RMB at the exchange rates ruling at the dates of the cash flows. Frequently recurring
cash flows of these entities which arise throughout the year are translated into RMB at the weighted average exchange
rates for the year.
3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Group’s Historical Financial Information requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their
accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and
estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or
liabilities affected in the future.
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements,
apart from those involving estimations, which have the most significant effect on the amounts recognised in the
Historical Financial Information:
Accounting for companies governed under Contractual Arrangements as subsidiaries
Prior to the termination of the Contractual Arrangements, the Company and some of its subsidiaries did not
hold any equity interests in certain of their subsidiaries. Nevertheless, pursuant to the contractual agreements entered
into between the Group and the registered owners of those subsidiaries, the directors of the Company determine that
the Group has the power to govern the financial and operating policies of those subsidiaries so as to obtain benefits
from their activities. As such, those subsidiaries are accounted for as subsidiaries of the Group for accounting
purposes.
During the year ended 31 December 2024, those subsidiaries became indirectly wholly-owned subsidiaries of
the Company through equity transfers and termination of the Contractual Arrangements.
Deferred tax assets
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will
be available against which the losses can be utilised. Significant management judgement is required to determine the
amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits
together with future tax planning strategies. As of 31 December 2022, 2023 and 2024 and 30 June 2025, no deferred
income tax assets was recognised related to tax losses. The amounts of unrecognised tax losses at 31 December 2022,
2023 and 2024 and 30 June 2025 were RMB3,563,218,000, RMB3,889,227,000, RMB4,168,532,000 and
RMB4,236,602,000, respectively. Further details are contained in note 31 to the Historical Financial Information.
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the
reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year, are described below.
APPENDIX I ACCOUNTANTS’ REPORT
– I-38 –


--- page 584 ---
Impairment of goodwill
The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation
of the value in use of the cash-generating units to which the goodwill is allocated. Estimating the value in use requires
the Group to make an estimate of the expected future cash flows from the cash-generating units and also to choose
a suitable discount rate in order to calculate the present value of those cash flows. The carrying amounts of goodwill
at 31 December 2022, 2023 and 2024 and 30 June 2025 were RMB754,823,000, RMB754,823,000, RMB754,823,000
and RMB754,823,000, respectively. Further details are given in note 15 to the Historical Financial Information.
Provision for expected credit losses (“ECLs”) on trade receivables, contract assets and other receivables
The Group uses a provision matrix to calculate ECLs for trade receivables and contract assets. The provision
rates are based on ageing for groupings of various customers that have similar loss patterns (i.e., by customer type).
The provision matrix is initially based on the Group’s historical observed default rates. The Group will
calibrate the matrix to adjust the historical credit loss experience with forward-looking information. For instance, if
forecast economic conditions (i.e., gross domestic product) are expected to deteriorate over the next year which can
lead to an increased number of defaults, the historical default rates are adjusted. At each reporting date, the historical
observed default rates are updated and changes in the forward-looking estimates are analysed.
The Group applies an expected credit loss model to evaluate the credit losses for financial assets included in
prepayments, other receivables and other assets. An impairment analysis is performed at each reporting date by
considering the expected credit losses which are estimated by applying a loss rate approach. The loss rate is adjusted
to reflect the current conditions and forecasts of future economic conditions, as appropriate.
The assessment of the correlation among historical observed default rates, forecast economic conditions and
ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and forecast economic
conditions. The Group’s historical credit loss experience and forecast of economic conditions may also not be
representative of a customer’s actual default in the future. The information about the ECLs on the Group’s trade
receivables, contract assets and other receivables are disclosed in notes 23, 24 and 25 to the Historical Financial
Information, respectively.
Fair value of financial instruments at FVPL or FVOCI
The investments in unlisted entities at fair value through other comprehensive income have been valued based
on a market-based valuation technique as detailed in note 42 to the Historical Financial Information. The valuation
requires the Group to determine the comparable public companies peers and select the price multiple. In addition, the
Group makes estimates about the discount for illiquidity. The Group classifies the fair value of these investments as
Level 3. The carrying amounts of the unlisted equity investments at fair value through other comprehensive income
at 31 December 2022, 2023 and 2024 and 30 June 2025 were RMB13,956,000, RMB13,006,000, RMB11,147,000 and
RMB11,432,000, respectively. Further details are included in note 20 to the Historical Financial Information.
The investments in preferred shares issued by unlisted entities and the wealth management products issued by
commercial banks were measured at fair value through profit or loss. The Group uses its judgement to select a variety
of methods and makes assumptions that are mainly based on market conditions existing at the end of each reporting
period. For details of the key assumptions used and the impact of changes to these assumptions see note 42 to the
Historical Financial Information. The Group classifies the fair value of these investments as Level 2 or Level 3. The
carrying amounts of the investments at fair value through profit or loss at 31 December 2022, 2023 and 2024 and
30 June 2025 were RMB163,649,000, RMB144,852,000, RMB127,224,000 and RMB127,987,000, respectively.
Further details are included in note 21 to the Historical Financial Information.
The fair value of preferred shares, warrants and convertible notes is determined by using valuation techniques
with assumptions such as discount rate, risk-free interest rate discount, discount for lack of marketability (“DLOM”),
and volatility. The discounted cash flow method was used to determine the total equity value of the Group and then
equity allocation based on the option pricing model was adopted to determine the fair value of preferred shares,
warrants and convertible notes. The Group classified the fair value of preferred shares, warrants and convertible notes
as Level 3. The carrying amounts of preferred shares, warrants and convertible notes were RMB7,561,903,000,
RMB7,314,124,000, RMB7,816,400,000 and RMB7,991,292,000 at 31 December 2022, 2023 and 2024 and 30 June
2025, respectively. Further details are included in note 32 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-39 –


--- page 585 ---
The fair value of other financial liabilities is determined by using binomial model with assumptions such as
weighted average cost of capital, DLOM. For details of the key assumptions used and the impact of changes to these
assumptions see note 42 to the Historical Financial Information. The Group classified the fair value of other liabilities
as Level 3. The carrying amounts of other liabilities were RMB185,046,000, RMB11,349,000, RMB23,846,000 and
RMB25,639,000 at 31 December 2022, 2023 and 2024 and 30 June 2025, respectively. Further details are included
in note 33 to the Historical Financial Information.
Impairment of inventories
The Group’s inventories primarily consist of contract fulfillment costs incurred to fulfill the performance
obligations under the industry solution services and operational intelligence service contracts when and after the
contracts are entered into, but before the services thereunder are delivered to customers. Management estimates the
net realisable value based primarily on the carrying amount of contract fulfilment cost recognised, estimated amount
expects to receive in exchange for the services and estimated costs to be incurred that relate directly to providing
those services. For the carrying amounts of inventories at the end of each of the Relevant Periods, please refer to
note 22 to the Historical Financial Information.
Impairment of non-financial assets (other than goodwill)
The Group assesses whether there are any indicators of impairment for all non-financial assets (including the
right-of-use assets) at the end of each reporting period. The non-financial assets are tested for impairment when there
are indicators that the carrying amounts may not be recoverable. An impairment exists when the carrying value of
an asset or a cash-generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of
disposal and its value in use. For certain non-financial assets (including investments in joint ventures and associates),
the recoverable amount is determined using the fair value less costs of disposal method. The calculation of the fair
value less costs of disposal is based on available data from binding sales transactions in an arm’s length transaction
of similar assets or observable market prices less incremental costs for disposing of the asset. For certain
non-financial assets (including property and equipment, right-of-use assets, other intangible assets and investments
in joint ventures and associates) that do not generate cash inflows independently and therefore have been tested as
part of the CGU, the recoverable amount is determined using the value in use method. When value in use calculations
are undertaken, management must estimate the expected future cash flows from the asset or cash-generating unit and
choose a suitable discount rate in order to calculate the present value of those cash flows. The carrying amounts of
the non-financial assets are disclosed in notes 13, 14, 16, 18 and 19 to the Historical Financial Information,
respectively.
The details of impairment of investments in joint ventures and associates are set out in notes 18 and 19 to the
Historical Financial Information. The management of the Group determines the recoverable amounts of other
non-financial assets (including property and equipment, right-of-use assets and other intangible assets) on the basis
of value in use by estimating future pre-tax cash flows using key assumptions including projected gross margin,
growth rates and discount rates. The projected gross margins used in the impairment testing were determined by the
gross margins achieved in the year immediately before the budget year, increased for expected efficiency
improvements and expected market development. The growth rates covering a projection period are determined by
the management with reference to past performance and their expectation of future business plans and market
developments, and the growth rates beyond the projection period are based on the long-term inflation rate of the
countries where the respective CGUs are located. Discount rates reflect specific risks relating to the relevant units.
Based on the result of the assessment, the managements of the Group are of the view that the carrying amounts of
such other non-financial assets do not exceed the recoverable amounts and thus no provision for impairment is
required for these non-financial assets as at the end of each of the Relevant Periods, except for the decision to phase
out the industry solution services business in 2022, which caused the carrying amounts of intangible assets of the
industry solution services CGU to exceed its recoverable amounts, resulting in a record of impairment losses of
RMB39,240,000 for intangible assets.
APPENDIX I ACCOUNTANTS’ REPORT
– I-40 –


--- page 586 ---
Estimation of grant date fair value of share options
The Group granted share options to the Group’s directors and employees during and prior to the Relevant
Periods. The Group has engaged an independent valuer to evaluate the grant date fair value of the share options,
which is determined based on the fair value of the Company’s ordinary shares at the grant date of the award.
Estimation of the fair value of the Company’s ordinary shares involves significant assumptions, such as expected
dividends, risk-free interest rate and volatility, that might not be observable in the market, and it could have
significant impact on the share-based payment expenses charged to profit or loss. The amounts of share-based
payment expenses for the years ended 31 December 2022, 2023, and 2024 and the six months ended 30 June 2025
were RMB71,545,000, RMB85,813,000, RMB106,577,000 and RMB10,001,000, respectively. Further details are
included in note 35 to the Historical Financial Information.
4. OPERATING SEGMENT INFORMATION
For management purposes, during the Relevant Periods, the Group has only one reportable operating segment,
which is the provision of marketing intelligence, operational intelligence and other services, because the Group’s
chief operating decision maker, who has been identified as the Chief Executive Officer (“CEO”), regularly reviews
the consolidated results when making decisions about allocating resources and assessing performance of the Group
as a whole. Since this is the only reportable operating segment of the Group, no further operating segment analysis
thereof is presented.
Geographical information
(a) Revenue from external customers
Substantially all of the Group’s revenue derived from external customers were located in Mainland China
during the Relevant Periods and the six months ended 30 June 2024.
(b) Non-current assets
All of the Group’s non-current assets were located in Mainland China as at the end of each of the Relevant
Periods.
Information about major customers
During the Relevant Periods and the six months ended 30 June 2024, revenues from transactions with single
external customers (including entities under common control with those customers) amounting to 10% or more of the
Group’s revenues are as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Customer A /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118151,433 356,596 267,038 113,194 121,530
APPENDIX I ACCOUNTANTS’ REPORT
– I-41 –


--- page 587 ---
5. REVENUE
An analysis of revenue from contracts with customers and other sources is as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Revenue from contracts with
customers:
Marketing intelligence
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118803,426 752,725 730,853 322,701 354,154
Operational intelligence
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118346,387 576,921 506,948 222,199 261,278
Industry solution services /H1118/H1118/H1118102,741 114,591 127,716 12,430 21,107
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,252,554 1,444,237 1,365,517 557,330 636,539
Revenue from other sources:
Operational intelligence
services-rental income
(note 14) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,711 17,736 15,865 7,761 7,243
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,269,265 1,461,973 1,381,382 565,091 643,782
Disaggregation of the Group’s revenue from contracts with customers by the timing of revenue recognition is
set out below:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Transfer over time:
Marketing intelligence services /H1118 475,669 430,094 434,075 196,312 206,801
Operational intelligence
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111884,073 127,253 123,207 66,132 91,329
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118559,742 557,347 557,282 262,444 298,130
Transfer at a point in time:
Marketing intelligence services /H1118 327,757 322,631 296,778 126,389 147,353
Operational intelligence
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118262,314 449,668 383,741 156,067 169,949
Industry solution services /H1118/H1118/H1118/H1118102,741 114,591 127,716 12,430 21,107
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118692,812 886,890 808,235 294,886 338,409
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,252,554 1,444,237 1,365,517 557,330 636,539
APPENDIX I ACCOUNTANTS’ REPORT
– I-42 –


--- page 588 ---
The following table shows the amounts of revenue recognised in each of the Relevant Periods and the six
months ended 30 June 2024 that were included in the contract liabilities at the beginning of the respective
year/period:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Marketing intelligence services /H1118 35,345 43,866 42,910 37,403 37,775
Operational intelligence
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,568 104,038 61,084 51,812 40,392
Industry solution services /H1118/H1118/H1118/H111837,427 74,365 72,745 3,577 16,283
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,340 222,269 176,739 92,792 94,450
Information about the Group’s performance obligations is summarised below:
Marketing intelligence services
The performance obligation is satisfied over time as services are rendered or is satisfied upon the delivery of
the solutions of the marketing intelligence and payment is generally due within 30 to 150 days since satisfaction of
performance obligations. Some contracts provide customers with volume rebates which give rise to variable
consideration subject to constraint.
Operational intelligence services
The performance obligation is satisfied over time as services are rendered or is satisfied upon the delivery of
the customised intelligent operation solutions and payment is generally due within 30 to 90 days since satisfaction
of performance obligations, except for new customers, where payment in advance is normally required. The rental
income included in operational intelligence service is recognised on a straight-line basis and payment is generally due
within 15 to 90 days on a monthly or quarterly basis.
Industry solution services
The performance obligation is satisfied upon the delivery of the customised industry solution services and
payments are generally made in accordance with the contractual agreement.
The Group has applied the practical expedient for not to disclose the remaining performance obligations as at
the end of each of the Relevant Periods because the performance obligations are part of contracts with original
expected duration of one year or less.
APPENDIX I ACCOUNTANTS’ REPORT
– I-43 –


--- page 589 ---
6. PROFIT/(LOSS) BEFORE TAX
The Group’s profit/(loss) before tax is arrived at after charging/(crediting):
Y ear ended 31 December Six months ended 30 June
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Cost of services provided* /H1118/H1118 349,665 535,765 505,266 196,004 223,563
Depreciation of property and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 80,326 43,967 26,834 17,522 5,817
Depreciation of right-of-use
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814a 87,863 30,936 29,849 15,371 11,573
Amortisation of other
intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H111816 60,497 11,509 11,412 5,780 5,411
Lease payments not included
in the measurement of
lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H111814c 23,313 11,046 8,431 3,920 1,444
Listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,520 7,153 26,350 2,092 10,745
Employee benefit expense
(excluding directors’ and
chief executive’s
remuneration (note 8) ):
Wages and salaries /H1118/H1118/H1118/H1118/H1118 810,553 524,413 440,584 194,954 196,260
Pension scheme
contributions (defined
contribution scheme)
## /H1118/H1118 101,754 72,406 51,031 30,643 23,805
Share-based payment
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,334 83,821 102,387 39,416 6,347
Termination benefits /H1118/H1118/H1118/H1118 166,005 40,145 28,695 21,250 11,636
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,148,646 720,785 622,697 286,263 238,048
Impairment losses/(reversal
of impairment losses) on
financial and contract
assets, net
Trade and bills receivables /H1118 23 34,593 15,806 26,967 7,773 16,250
Financial assets included in
prepayments, other
receivables and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 (7,643) 1,571 (2,283) 2,787 1,069
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 (403) (831) (342) (115) 106
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,547 16,546 24,342 10,445 17,425
APPENDIX I ACCOUNTANTS’ REPORT
– I-44 –


--- page 590 ---
Y ear ended 31 December Six months ended 30 June
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Impairment of inventories* /H1118/H1118 7,629 3,074 3,684 2,739 3,367
Impairment of other
intangible assets** /H1118/H1118/H1118/H1118/H111816 39,24 0––––
Impairment of investments in
associates and joint
ventures*** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818, 19 25,235 5,936 1,811 – –
Gain on disposal and deemed
disposal of associates and
joint ventures*** /H1118/H1118/H1118/H1118/H1118/H1118 (483) (5) – – –
Gain on remeasurement of
the then interest in a joint
venture upon conversion
into a subsidiary*** /H1118/H1118/H1118/H111837 (13,156) ––––
Loss on disposal of property
and equipment** /H1118/H1118/H1118/H1118/H1118/H111843,800 2,795 1,205 97 644
Fair value losses/(gains) on
financial assets at fair
value through profit or
loss*** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,178 (2,004) 14,206 (4,152) 2,737
Fair value (gains)/losses on
financial liabilities at fair
value through profit or
loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,810,510) (584,100) (173,492) 10,099 209,822
Penalty for termination of
lease contract** /H1118/H1118/H1118/H1118/H1118/H1118/H111840,35 7––––
Gain on termination of
leases** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814c (29,265) (28) (1,745) – –
Government grant**
# /H1118/H1118/H1118/H1118/H1118 (52,634) (15,962) (8,516) (3,575) (5,020)
Bank interest income*** /H1118/H1118/H1118 (3,232) (7,026) (10,649) (6,653) (4,379)
Foreign exchange
losses/(gains), net*** /H1118/H1118/H1118/H1118 114,574 21,405 16,818 6,751 (2,407)
* This item is included in “Cost of sales” in the consolidated statements of profit or loss.
** These items are included in “Other operating (expenses)/income, net” in the consolidated statements of
profit or loss.
*** These items are included in “Other (losses)/income, net” in the consolidated statements of profit or loss.
# V arious government grants during the Relevant Periods and the six months ended 30 June 2024 were
mainly attributable to the Group’s development in advanced technology. There are no unfulfilled
conditions or contingencies relating to these government grants.
## There are no forfeited contributions that may be used by the Group as the employer to reduce the
existing level of contributions.
APPENDIX I ACCOUNTANTS’ REPORT
– I-45 –


--- page 591 ---
7. FINANCE COSTS
An analysis of finance costs is as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Interest on bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H111816,230 12,525 8,204 4,444 3,292
Interest on other borrowings /H1118/H1118/H11186,387 17,628 1,585 1,516 –
Interest on lease liabilities /H1118/H1118/H1118/H111812,007 3,098 1,914 994 779
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,624 33,251 11,703 6,954 4,071
8. DIRECTORS’ AND CHIEF EXECUTIVE’S REMUNERATION
The remuneration of the Company’s directors (including the chief executive) during the Relevant Periods and
the six months ended 30 June 2024 is summarised as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Other emoluments:
Salaries, allowances and
benefits in kind /H1118/H1118/H1118/H1118/H1118/H1118/H11185,285 2,862 6,159 2,349 2,554
Performance related bonuses /H1118 1,117 2,331 4,799 – 125
Share-based payment
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,211 1,992 4,190 530 3,654
Pension scheme contributions /H1118 283 299 210 108 59
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,896 7,484 15,358 2,987 6,392
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,896 7,484 15,358 2,987 6,392
During and prior to the Relevant Periods, certain directors were granted share options of the Company in
respect of their services to the Group, under the share option schemes of the Group, further details of which are set
out in note 35 to the Historical Financial Information. The fair value of such share options, which has been recognised
in the statements of profit or loss, was determined as at the date of grant and the amount included in the Historical
Financial Information for the Relevant Periods and the six months ended 30 June 2024 is included in the above
directors’ and chief executive’s remuneration disclosures.
APPENDIX I ACCOUNTANTS’ REPORT
– I-46 –


--- page 592 ---
The remuneration of each of the Company’s directors is set out below:
Fees
Salaries,
allowances
and benefits
in kind
Performance
related
bonuses
Share-based
payment
expenses
Pension
scheme
contributions
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Y ear ended 31 December
2022
Mr. Wu Minghui* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,669 300 – 45 2,014
Mr. Jiang Ping /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,948 621 716 58 3,343
Mr. Dong Bin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 201 – 19 33 253
Ms. Y ao Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Ms. Y u Qi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 270 11 – 27 308
Mr. Fan Xin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 555 106 273 62 996
Ms. Li Luxiang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 642 79 203 58 982
Mr. Zhai Jia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Ms. Zou Y anshu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Mr. Jin Xiaoqiu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Mr. Y ao Leiwen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Mr. Liu Zixuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Mr. Eugene Huang /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,285 1,117 1,211 283 7,896
The remuneration of each of the Company’s directors is set out below:
Fees
Salaries,
allowances
and benefits
in kind
Performance
related
bonuses
Share-based
payment
expenses
Pension
scheme
contributions
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Y ear ended 31 December
2023
Mr. Wu Minghui* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 522 981 – 59 1,562
Mr. Jiang Ping /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,118 928 1,539 63 3,648
Mr. Dong Bin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–5 1 – 31 26 6
Ms. Y ao Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Ms. Y u Qi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 261 16 35 36 348
Mr. Fan Xin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 570 406 252 66 1,294
Ms. Li Luxiang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 340 – 163 63 566
Mr. Zhai Jia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Ms. Zou Y anshu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Mr. Jin Xiaoqiu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Mr. Y ao Leiwen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Mr. Liu Zixuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Mr. Eugene Huang /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,862 2,331 1,992 299 7,484
APPENDIX I ACCOUNTANTS’ REPORT
– I-47 –


--- page 593 ---
Fees
Salaries,
allowances
and benefits
in kind
Performance
related
bonuses
Share-based
payment
expenses
Pension
scheme
contributions
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Y ear ended 31 December
2024
Mr. Wu Minghui* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,559 1,800 – 21 3,380
Mr. Jiang Ping /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,922 2,233 2,180 21 6,356
Mr. Dong Bin** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–5 1 – 81 37 2
Ms. Y ao Wei** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Ms. Y u Qi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 279 17 12 41 349
Mr. Fan Xin** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 632 210 1,152 27 2,021
Ms. Li Luxiang** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 164 – – 46 210
Ms. Zhao Jie*** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,552 539 838 41 2,970
Mr. Zhai Jia** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Ms. Zou Y anshu** /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Mr. Jin Xiaoqiu** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Mr. Y ao Leiwen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Mr. Liu Zixuan** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Mr. Eugene Huang** /H1118/H1118/H1118/H1118/H1118/H1118––––––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,159 4,799 4,190 210 15,358
Fees
Salaries,
allowances
and benefits
in kind
Performance
related
bonuses
Share-based
payment
expenses
Pension
scheme
contributions
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Six months ended 30 June
2024 (unaudited)
Mr. Wu Minghui* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 793 – – 15 808
Mr. Jiang Ping /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 977 – 252 15 1,244
Mr. Dong Bin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2 6–46 3 6
Ms. Y ao Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Ms. Y u Qi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 139 – 12 20 171
Mr. Fan Xin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 322 – 145 20 487
Ms. Li Luxiang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–9 2 – 1 1 73 2 2 4 1
Mr. Zhai Jia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Ms. Zou Y anshu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Mr. Jin Xiaoqiu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Mr. Y ao Leiwen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Mr. Liu Zixuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Mr. Huang Zhejun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
– 2,349 – 530 108 2,987
APPENDIX I ACCOUNTANTS’ REPORT
– I-48 –


--- page 594 ---
The remuneration of each of the Company’s directors is set out below:
Fees
Salaries,
allowances
and benefits
in kind
Performance
related
bonuses
Share-based
payment
expenses
Pension
scheme
contributions
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Six months ended
30 June 2025
Mr. Wu Minghui* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 776 – – 15 791
Mr. Jiang Ping /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 960 – 3,593 15 4,568
Ms. Zhao Jie /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 678 125 61 8 872
Ms. Y u Qi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 140 – – 21 161
Mr. Y ao Leiwen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
– 2,554 125 3,654 59 6,392
* Mr. Wu Minghui is also the chief executive and chief technology officer of the Company.
** Mr. Eugene Huang resigned as a director on 15 November 2024. Mr. Dong Bin, Ms. Y ao Wei, Mr. Fan
Xin, Ms. Li Luxiang, Mr. Zhai Jia, Ms. Zou Y anshu, Mr. Jin Xiaoqiu, and Mr. Liu Zixuan resigned as
directors on 27 November 2024.
*** Ms. Zhao Jie was appointed as an executive director on 28 November 2024.
There was no arrangement under which a director of the Company waived or agreed to waive any remuneration
and no remuneration was paid by the Group to a director of the Company as an inducement to join or upon joining
the Group during the Relevant Periods and the six months ended 30 June 2024.
9. FIVE HIGHEST PAID EMPLOYEES
Included in the five highest paid employees during the years ended 31 December 2022, 2023 and 2024 and the
six months ended 30 June 2024 and 2025 was nil, one, nil, nil (unaudited) and two directors, respectively, details of
whose remuneration are set out in note 8 above. Details of the remuneration of the remaining five, four, five, five
(unaudited) and three highest paid employees who are neither a director nor chief executive of the Company for the
years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2024 and 2025, respectively, are
as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Salaries, allowances and
benefits in kind /H1118/H1118/H1118/H1118/H1118/H11184,729 3,260 4,082 682 1,343
Performance related
bonuses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 46 3,198 – 143
Share-based payment
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,838 11,921 36,242 6,789 879
Pension scheme
contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118210 197 307 90 143
Termination benefits /H1118/H1118/H1118/H1118321 1,243 – 595 660
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,133 16,667 43,829 8,156 3,168
APPENDIX I ACCOUNTANTS’ REPORT
– I-49 –


--- page 595 ---
The numbers of non-director and non-chief executive highest paid employees whose remuneration fell within
the following bands are as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
(unaudited)
Nil to HKD1,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––1
HKD1,000,001 to HKD1,500,000 /H1118/H1118/H1118/H1118/H1118/H1118––––2
HKD1,500,001 to HKD2,000,000 /H1118/H1118/H1118/H1118/H1118/H1118–––4–
HKD2,000,001 to HKD2,500,000 /H1118/H1118/H1118/H1118/H1118/H1118–––1–
HKD3,500,001 to HKD4,000,000 /H1118/H1118/H1118/H1118/H1118/H1118–1–––
HKD4,000,001 to HKD4,500,000 /H1118/H1118/H1118/H1118/H1118/H1118–1–––
HKD4,500,001 to HKD5,000,000 /H1118/H1118/H1118/H1118/H1118/H1118–1–––
HKD5,000,001 to HKD5,500,000 /H1118/H1118/H1118/H1118/H1118/H11181––––
HKD5,500,001 to HKD6,000,000 /H1118/H1118/H1118/H1118/H1118/H111811–––
HKD7,500,001 to HKD8,000,000 /H1118/H1118/H1118/H1118/H1118/H11181––––
HKD8,000,001 to HKD8,500,000 /H1118/H1118/H1118/H1118/H1118/H11181–1––
HKD8,500,001 to HKD9,000,000 /H1118/H1118/H1118/H1118/H1118/H1118––2––
HKD9,500,001 to HKD10,000,000 /H1118/H1118/H1118/H1118/H1118/H1118––1––
HKD11,000,001 to HKD11,500,000 /H1118/H1118/H1118/H1118/H11181––––
HKD12,000,001 to HKD12,500,000 /H1118/H1118/H1118/H1118/H1118––1––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854553
During and prior to the Relevant Periods, certain non-director and non-chief executive highest paid employees
were granted share options of the Company in respect of their services to the Group, under the share option schemes
of the Group, further details of which are set out in note 35 to the Historical Financial Information. The fair value
of such share options, which has been recognised in the statement of profit or loss, was determined as at the date of
grant and the amount included in the Historical Financial Information for the Relevant Periods and the six months
ended 30 June 2024 is included in the above non-director and non-chief executive highest paid employees’
remuneration disclosures.
10. INCOME TAX
The Group is subject to income tax on an entity basis on profits arising in or derived from the
countries/jurisdictions in which members of the Group are domiciled and operate.
Cayman Islands
Pursuant to the relevant rules and regulations of the Cayman Islands, the Group is not subject to any income
tax in the Cayman Islands.
Hong Kong
No provision for Hong Kong profits tax has been made as the Group did not generate any assessable profits
arising in Hong Kong during the Relevant Periods and the six months ended 30 June 2024. The Hong Kong profits
tax rate during the Relevant Periods and the six months ended 30 June 2024 was 16.5%.
Mainland China
Pursuant to the Corporate Income Tax Law of the PRC and the respective regulations, the entities which
operate in Mainland China are subject to corporate income tax (“CIT”) at a rate of 25% on the taxable income. During
the Relevant Periods and the six months ended 30 June 2024, several PRC subsidiaries were entitled to a preferential
tax rate of 15% because they were regarded as a “High and New Technology Enterprise”. In addition, the Group’s
certain subsidiaries operating in Mainland China were entitled to effective preferential tax rates of 2.5%, 5%, 5%,
5% (unaudited) and 5% for the years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June
2024 and 2025, respectively, because they were regarded as “small-scaled minimal profit enterprises” with taxable
income no more than RMB3,000,000.
APPENDIX I ACCOUNTANTS’ REPORT
– I-50 –


--- page 596 ---
Others
Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the jurisdictions
in which the Group operates.
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Current:
Mainland China
Charge for the
year/period /H1118/H1118/H1118/H1118/H1118/H11182,059 1,941 1,813 884 1,066
Under provision/(over
provision) in prior
year/period /H1118/H1118/H1118/H1118/H1118/H1118(31) 18 (49) (49) –
Elsewhere
Charge for the
year/period /H1118/H1118/H1118/H1118/H1118/H11189 4 4 9–––
Deferred (note 31) /H1118/H1118/H1118/H1118/H1118/H1118(17,617) (452) (1,843) 296 (264)
Total tax charge/(credit)
for the year/period /H1118/H1118/H1118/H1118(15,580) 1,956 (79) 1,131 802
A reconciliation of the tax expense/(credit) applicable to profit before tax at the statutory rates for the
jurisdictions in which the Company and the majority of its subsidiaries are domiciled and operate to the tax
expense/(credit) at the effective tax rate is as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Profit/(loss) before tax
Hong Kong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,479 5,263 1,895 2,078 (10,646)
Mainland China /H1118/H1118/H1118/H1118/H1118/H1118(1,061,246) (228,337) (62,023) (80,206) 21,262
Cayman Islands /H1118/H1118/H1118/H1118/H1118/H11182,682,037 542,089 67,998 (19,383) (213,702)
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(206) 1,353 – (20) (14)
Profit/(loss) before tax /H1118/H1118/H11181,622,064 320,368 7,870 (97,531) (203,100)
Tax at the statutory tax
rate of Mainland China /H1118 405,516 80,092 1,968 (24,383) (50,774)
Lower tax rates applicable
to other jurisdictions or
enacted by relevant
authorities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(578,749) (130,266) (15,433) 20,732 49,989
Profits and losses
attributable to joint
ventures and associates /H1118 1,164 188 (41) 6 21
APPENDIX I ACCOUNTANTS’ REPORT
– I-51 –


--- page 597 ---
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Income not subject to tax /H1118 (260) (900) (1,391) (921) (561)
Expenses not deductible
for tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,579 10,977 19,825 208 5,455
Adjustments in respect of
current tax of previous
periods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(31) 18 (49) (49) –
Tax losses utilised from
previous periods /H1118/H1118/H1118/H1118/H1118(7,947) (2,561) (7,946) (4,661) (12,578)
Additional deductible
allowance for research
and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(33,853) (23,202) (16,916) (3,745) (7,737)
Tax losses not recognised /H1118 192,001 67,610 19,904 13,944 16,987
Tax charge/(credit) at the
Group’s effective rate /H1118/H1118 (15,580) 1,956 (79) 1,131 802
There was no share of tax attributable to associates and joint ventures included in “Share of losses of associates
and joint ventures” in the consolidated statement of profit or loss during the Relevant Periods and the six months
ended 30 June 2024.
11. DIVIDENDS
There was no dividend declared or paid by the Group during the Relevant Periods and the six months ended
30 June 2024.
12. EARNINGS/(LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE
PARENT
The calculations of the basic earnings/(loss) per share amounts is based on the profit/(loss) for the year/period
attributable to ordinary equity holders of the parent, and the weighted average number of ordinary shares of
24,770,413, 26,246,270, 26,505,990, 26,246,270 (unaudited) and 27,740,714 outstanding during the years ended 31
December 2022, 2023 and 2024 and the six months ended 30 June 2024 and 2025, respectively.
The calculation of the diluted earnings/(loss) per share amounts is based on the profit/(loss) for the year/period
attributable to the ordinary equity holders of the Company, adjusted to reflect the fair value changes of the preferred
shares and warrants. The weighted average number of ordinary shares used in the calculation is the number of
ordinary shares outstanding during the Relevant Periods and the six months ended 30 June 2024, as used in the basic
earnings/(loss) per share calculation, and the weighted average number of ordinary shares assumed to have been
issued at no consideration on the deemed exercise or conversion of all dilutive potential ordinary shares into ordinary
shares.
APPENDIX I ACCOUNTANTS’ REPORT
– I-52 –


--- page 598 ---
The calculations of basic and diluted earnings/(loss) per share are based on:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Earnings
Profit attributable to
ordinary equity holders
of the Company, as used
in the basic earnings per
share calculation /H1118/H1118/H1118/H1118/H11181,659,924 314,559 4,735 (101,326) (206,166)
Adjustment for fair value
gains on the preferred
shares and warrants /H1118/H1118/H1118(2,815,405) (715,859) (290,158) –* –*
Loss attributable to
ordinary equity holders
of the Company before
fair value gains on the
preferred shares and
warrants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,155,481) (401,300) (285,423) (101,326) (206,166)
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
(unaudited)
Shares
Weighted average number
of ordinary shares
outstanding used in the
basic earnings per share
calculation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,770,413 26,246,270 26,505,990 26,246,270 27,740,714
Effect of dilution –
weighted average
number of ordinary
shares:
Share options /H1118/H1118/H1118/H1118/H1118/H1118/H1118–
# –# –# –* –*
Convertible notes /H1118/H1118/H1118/H1118/H1118–# –# –# –* –
Preferred shares and
warrants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883,546,635 83,546,635 89,003,838 –* –*
108,317,048 109,792,905 115,509,828 26,246,270 27,740,714
# The share options and convertible notes were ignored in the calculation of diluted loss per share amounts
for the years ended 31 December 2022, 2023 and 2024 because they had anti-dilutive effects on the basic
earnings per share amounts as evidenced by the potential decrease in diluted loss per share amounts
when taking shares options and convertible notes into account in addition to the preferred shares and
warrants. Accordingly, the diluted loss per share for the years ended 31 December 2022, 2023 and 2024
only takes into account the impact of preferred shares and warrants.
* The share options, preferred shares, warrants and convertible notes, as well as fair value adjustment on
the preferred shares and warrants, were ignored in the calculation of diluted loss per share amounts for
the six months ended 30 June 2024 and 2025 because they had anti-dilutive effects on the basic loss per
share amounts as evidenced by the potential decrease in diluted loss per share amounts when taking
shares options, preferred shares, warrants and convertible notes into account. Accordingly, the diluted
loss per share for the six months ended 30 June 2024 and 2025 are same as the basic loss per share
amounts for the respective period.
APPENDIX I ACCOUNTANTS’ REPORT
– I-53 –


--- page 599 ---
13. PROPERTY AND EQUIPMENT
Group
Notes
Leasehold
improvements
Electronic
equipment
Furniture,
fixtures and
office
equipment
Motor
vehicles Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2022
At 1 January 2022:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118120,100 201,013 1,788 3,249 326,150
Accumulated depreciation /H1118/H1118/H1118 (46,271) (93,226) (415) (1,172) (141,084)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H111873,829 107,787 1,373 2,077 185,066
At 1 January 2022, net of
accumulated depreciation /H1118 73,829 107,787 1,373 2,077 185,066
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118591 16,297 – – 16,888
Acquisition of subsidiaries /H1118/H111837 1,531 2,736 – – 4,267
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(42,102) (6,107) (132) – (48,341)
Depreciation provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (30,176) (49,194) (333) (623) (80,326)
At 31 December 2022, net of
accumulated depreciation /H1118 3,673 71,519 908 1,454 77,554
At 31 December 2022:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,516 202,132 1,574 3,249 241,471
Accumulated depreciation /H1118/H1118/H1118 (30,843) (130,613) (666) (1,795) (163,917)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H11183,673 71,519 908 1,454 77,554
Note
Leasehold
improvements
Electronic
equipment
Furniture,
fixtures and
office
equipment
Motor
vehicles Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,516 202,132 1,574 3,249 241,471
Accumulated depreciation /H1118/H1118/H1118 (30,843) (130,613) (666) (1,795) (163,917)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H11183,673 71,519 908 1,454 77,554
At 1 January 2023, net of
accumulated depreciation /H1118 3,673 71,519 908 1,454 77,554
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,430 9,382 416 – 15,228
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (3,035) (561) – (3,596)
Depreciation provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (2,792) (40,379) (173) (623) (43,967)
At 31 December 2023, net of
accumulated depreciation /H1118 6,311 37,487 590 831 45,219
At 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,947 196,548 969 3,249 240,713
Accumulated depreciation /H1118/H1118/H1118 (33,636) (159,061) (379) (2,418) (195,494)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H11186,311 37,487 590 831 45,219
APPENDIX I ACCOUNTANTS’ REPORT
– I-54 –


--- page 600 ---
Note
Leasehold
improvements
Electronic
equipment
Furniture,
fixtures and
office
equipment
Motor
vehicles Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2024
At 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,947 196,548 969 3,249 240,713
Accumulated depreciation /H1118/H1118/H1118 (33,636) (159,061) (379) (2,418) (195,494)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H11186,311 37,487 590 831 45,219
At 1 January 2024, net of
accumulated depreciation /H1118 6,311 37,487 590 831 45,219
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118849 8,690 263 127 9,929
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(978) (853) – – (1,831)
Depreciation provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (3,145) (23,030) (232) (427) (26,834)
At 31 December 2024, net of
accumulated depreciation /H1118 3,037 22,294 621 531 26,483
31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,262 197,471 1,231 3,376 239,340
Accumulated depreciation /H1118/H1118/H1118 (34,225) (175,177) (610) (2,845) (212,857)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H11183,037 22,294 621 531 26,483
Note
Leasehold
improvements
Electronic
equipment
Furniture,
fixtures and
office
equipment
Motor
vehicles Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
30 June 2025
At 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,262 197,471 1,231 3,376 239,340
Accumulated depreciation /H1118/H1118/H1118 (34,225) (175,177) (610) (2,845) (212,857)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H11183,037 22,294 621 531 26,483
At 1 January 2025, net of
accumulated depreciation /H1118 3,037 22,294 621 531 26,483
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118270 854 – – 1,124
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (644) – – (644)
Depreciation provided during
the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (876) (4,678) (108) (155) (5,817)
At 30 June 2025, net of
accumulated depreciation /H1118 2,431 17,826 513 376 21,146
30 June 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,836 185,493 1,231 3,376 226,936
Accumulated depreciation /H1118/H1118/H1118 (34,405) (167,667) (718) (3,000) (205,790)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H11182,431 17,826 513 376 21,146
Company
The property and equipment of the Company are electronic equipment. As at 31 December 2022, 2023 and
2024 and 30 June 2025, the cost of the property and equipment was RMB2,980,000, RMB3,031,000, RMB3,077,000
and RMB3,064,000, respectively, and the accumulated depreciation was RMB2,831,000, RMB2,879,000,
RMB2,923,000 and RMB2,911,000, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-55 –


--- page 601 ---
14. LEASES
Group as a lessee
The Group has certain lease contracts for buildings for its office and electronic equipment used in its
operations. Leases of buildings and electronic equipment generally have lease terms between one year to five years.
Generally, the Group is restricted from assigning and subleasing the leased assets outside the Group.
(a) Right-of-use assets
The carrying amounts of the Group’s right-of-use assets and the movements during the Relevant Periods are
as follows:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Carrying amount at beginning of
year/period
Office /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118219,903 27,705 46,624 48,063
Electronic equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118859 635 184 54
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118220,762 28,340 46,808 48,117
Additions
Office /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,907 49,617 39,226 758
Electronic equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 9–––
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,946 49,617 39,226 758
Additions as a result of acquisition
of subsidiaries (note 37)
Office /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,07 5–––
Electronic equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 0–––
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,09 5–––
Depreciation charges
Office /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(87,580) (30,698) (29,763) (11,539)
Electronic equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(283) (238) (86) (34)
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(87,863) (30,936) (29,849) (11,573)
Termination of leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Office /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(121,600) – (8,023) –
Electronic equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (213) (45) –
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(121,600) (213) (8,068) –
Carrying amount at end of
year/period
Office /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,705 46,624 48,063 37,282
Electronic equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118635 184 54 20
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,340 46,808 48,117 37,302
APPENDIX I ACCOUNTANTS’ REPORT
– I-56 –


--- page 602 ---
(b) Lease liabilities
The carrying amounts of lease liabilities and the movements during the Relevant Periods are as follows:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Carrying amount at beginning of
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118245,777 29,568 48,112 47,431
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,552 45,171 37,587 703
Additions as a result of acquisition
of subsidiaries (note 37) /H1118/H1118/H1118/H1118/H1118/H11182,89 9–––
Accretion of interest recognised
during the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,007 3,098 1,914 779
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(92,802) (29,484) (30,369) (12,828)
Termination of leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(150,865) (241) (9,813) –
Carrying amount at end of
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,568 48,112 47,431 36,085
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Analysed into: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Current portion
repayable within one year /H1118/H1118/H1118/H1118/H1118/H111811,114 28,395 22,456 18,340
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Repayable in the second year /H1118/H1118/H1118 9,858 15,138 13,648 11,922
Repayable in the third to fifth
years, inclusive /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,596 4,579 11,327 5,823
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,454 19,717 24,975 17,745
The maturity analysis of lease liabilities is disclosed in note 43 to the Historical Financial Information.
(c) The amounts in relation to leases charged/(credited) to profit or loss are as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Interest on lease liabilities
(note 7) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,007 3,098 1,914 994 779
Gain on termination of
leases (note 6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118(29,265) (28) (1,745) – –
Depreciation charge of
right-of-use assets
(note 6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111887,863 30,936 29,849 15,371 11,573
Expense relating to short-
term leases included in
cost of sales, research
and development
expenses, selling
expenses and
administrative expenses /H1118 23,313 11,046 8,431 3,920 1,444
Total amount recognised in
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111893,918 45,052 38,449 20,285 13,796
APPENDIX I ACCOUNTANTS’ REPORT
– I-57 –


--- page 603 ---
(d) The total cash outflow for leases is disclosed in note 38(c) to the Historical Financial Information.
Group as a lessor
The Group leases its electronic equipment under operating lease arrangements. The terms of the leases
generally require the tenants to pay security deposits and provide for fixed rent plus variable lease payments.
Rental income recognised by the Group for the years ended 31 December 2022, 2023 and 2024 and the six
months ended 30 June 2024 and 2025 were RMB16,711,000, RMB17,736,000, RMB15,865,000,
RMB7,761,000 (unaudited) and RMB7,243,000 respectively.
At the end of each of the Relevant Periods, the undiscounted lease payments receivable by the Group
in future periods under operating leases with its tenants are as follows:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,950 8,856 6,914 6,106
After one year but within two years /H1118 5,990 5,312 3,099 2,202
After two years but within
three years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,471 1,497 787 842
After three years but within
four years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118588 83 210 227
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,999 15,748 11,010 9,377
15. GOODWILL
Notes
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,153,026 2,171,925 2,171,925 2,171,925
Accumulated impairment /H1118/H1118/H1118/H1118 (1,417,102) (1,417,102) (1,417,102) (1,417,102)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118735,924 754,823 754,823 754,823
Cost at 1 January, net of
accumulated impairment /H1118/H1118/H1118/H1118/H1118 735,924 754,823 754,823 754,823
Acquisition of subsidiaries /H1118/H1118/H1118/H111837 18,89 9–––
At 31 December /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118754,823 754,823 754,823 754,823
At 31 December:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,171,925 2,171,925 2,171,925 2,171,925
Accumulated impairment /H1118/H1118/H1118/H1118 (1,417,102) (1,417,102) (1,417,102) (1,417,102)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118754,823 754,823 754,823 754,823
APPENDIX I ACCOUNTANTS’ REPORT
– I-58 –


--- page 604 ---
Impairment testing of goodwill
Goodwill acquired through business combinations is allocated to the following cash-generating units for
impairment testing:
Miaozhen systems CGU
The recoverable amount of the Miaozhen systems CGU was determined based on a value in use calculation
using cash flow projections based on financial forecast covering a five-year period approved by senior management.
The pre-tax discount rate applied to the cash flow projections was 20%, 19%, 18% and 18% at 31 December 2022,
2023 and 2024 and 30 June 2025, respectively, and cash flows beyond the five-year period were extrapolated using
growth rates of 2.3% as at 31 December 2022, 2023 and 2024, and 2.0% as at 30 June 2025, which are the same as
expected long-term inflation rate.
Wuhan Y eying CGU
The recoverable amount of the Wuhan Y eying CGU was determined based on a value in use calculation using
cash flow projections based on financial forecast covering a five-year period approved by senior management. The
pre-tax discount rate applied to the cash flow projections was 22.50%, 22.72%, 22.62% and 22.53% at 31 December
2022, 2023 and 2024 and 30 June 2025, respectively, and cash flows beyond the five-year period were extrapolated
using growth rates of 2.3% as at 31 December 2022, 2023 and 2024, and 2.0% as at 30 June 2025, which are the same
as expected long-term inflation rate.
Industry solution services CGU
Prior to 2022, an impairment loss of RMB1,417,102,000 was recognised for the goodwill of industry solution
services CGU due to the expected decrease in growth rate.
Other CGUs
The recoverable amount of the other CGUs was determined based on a value in use calculation using cash flow
projections based on financial forecast covering a five-year period approved by senior management. The pre-tax
discount rate applied to the cash flow projections was from 25% to 30%, from 24% to 30%, from 22% to 30% and
from 22% to 28% at 31 December 2022, 2023 and 2024 and 30 June 2025, respectively, and cash flows beyond the
five-year period were extrapolated using growth rates of 2.3% as at 31 December 2022, 2023 and 2024, and 2.0%
as at 30 June 2025, which are the same as expected long-term inflation rate.
The carrying amount of goodwill allocated to each of the cash-generating units is as follows:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Carrying amount of goodwill
Miaozhen systems CGU /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118594,012 594,012 594,012 594,012
Wuhan Y eying CGU /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118139,784 139,784 139,784 139,784
Other CGUs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,027 21,027 21,027 21,027
754,823 754,823 754,823 754,823
Assumptions were used in the value in use calculation of the Miaozhen systems CGU, Wuhan Y eying CGU and
other CGUs for 31 December 2022, 2023 and 2024 and 30 June 2025. The following describes each key assumptions
on which management has based its cash flow projections to undertake impairment testing of goodwill:
Projected gross margins — The basis used to determine the value assigned to the budgeted gross margins is
the gross margins achieved in the year immediately before the budget year, increased for expected efficiency
improvements, and expected market development.
Discount rates — The discount rates used are pre-tax and reflect specific risks relating to the relevant units.
APPENDIX I ACCOUNTANTS’ REPORT
– I-59 –


--- page 605 ---
Growth rates — Management leveraged their extensive experiences in the industries and determined the
growth rates to be used in the cash flow projections with reference to past performance and their expectation of future
business plans and market developments. The growth rates used to extrapolate the cash flows at the perpetual growth
stage are based on the long-term inflation rate of the countries where the respective CGUs are located.
The values assigned to the key assumptions and discount rates are consistent with external information sources.
At 31 December 2022, 2023 and 2024 and 30 June 2025, the amounts by which each unit’s recoverable amount
exceeds its carrying amount (“headroom”) are as follows:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Miaozhen systems CGU /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,240,097 4,245,236 3,931,806 4,254,682
Wuhan Y eying CGU /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,175 17,575 38,834 21,747
Other CGUs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111889,698 327,436 228,666 231,468
The following table sets forth the impact of reasonable possible changes in each of the key assumptions, with
all other variables held constant, of goodwill impairment testing of each of CGUs at the dates indicated. If the
estimated key assumptions changed as below, the headroom would be decreased to:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Miaozhen systems CGU
Projected gross margins decreases of 2% /H1118/H11184,998,099 4,054,279 3,722,993 4,105,747
Pre-tax discount rate increases of 1% /H1118/H1118/H1118/H11184,682,785 3,793,245 3,514,125 3,893,312
Growth rate decreases of 1% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,822,378 3,901,605 3,616,040 3,961,642
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Wuhan Y eying CGU
Projected gross margins decreases of 2% /H1118/H1118 5,732 8,933 38,017 13,644
Pre-tax discount rate increases of 1% /H1118/H1118/H1118/H11183,255 7,829 26,878 12,917
Growth rate decreases of 1% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,062 6,972 26,655 7,185
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Other CGUs
Projected gross margins decreases of 2% /H1118/H1118 45,183 273,062 177,590 176,693
Pre-tax discount rate increases of 1% /H1118/H1118/H1118/H111882,041 309,161 201,497 214,416
Growth rate decreases of 1% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881,805 309,060 214,636 208,531
Considering that there was sufficient headroom based on the assessment, the directors of the Company believe
that any reasonably possible change in any of the key assumptions would not cause the carrying amount of the CGU
to exceed its recoverable amount.
APPENDIX I ACCOUNTANTS’ REPORT
– I-60 –


--- page 606 ---
16. OTHER INTANGIBLE ASSETS
Trademark
Patents and
licences
Purchased
software
Customer
relationship
Non-
competition
arrangement Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2022
Cost at 1 January 2022, net of
accumulated amortisation
and impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100,439 14,041 9,332 35,365 650 159,827
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–2 42 6 – –5 0
Amortisation provided during
the year (note 6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118(13,506) (10,500) (1,376) (34,915) (200) (60,497)
Acquisition of subsidiaries
(note 37) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,000 131 – – 7,131
Impairment (note 6) /H1118/H1118/H1118/H1118/H1118/H1118(38,067) (1,173) – – – (39,240)
At 31 December 2022 /H1118/H1118/H1118/H1118/H111848,866 9,392 8,113 450 450 67,271
At 31 December 2022:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118621,709 69,930 14,879 163,000 1,000 870,518
Accumulated amortisation /H1118/H1118(129,325) (49,455) (6,766) (162,550) (550) (348,646)
Accumulated impairment /H1118/H1118(443,518) (11,083) – – – (454,601)
Net carrying amount /H1118/H1118/H1118/H1118/H111848,866 9,392 8,113 450 450 67,271
Trademark
Patents and
licences
Purchased
software
Customer
relationship
Non-
competition
arrangement Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
Cost at 1 January 2023, net of
accumulated amortisation
and impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,866 9,392 8,113 450 450 67,271
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 26 951 – – 977
Amortisation provided during
the year (note 6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,573) (2,214) (1,322) (200) (200) (11,509)
Disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (29) – – (29)
At 31 December 2023 /H1118/H1118/H1118/H1118/H111841,293 7,204 7,713 250 250 56,710
At 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118621,709 69,956 15,794 163,000 1,000 871,459
Accumulated amortisation /H1118/H1118(136,898) (51,669) (8,081) (162,750) (750) (360,148)
Accumulated impairment /H1118/H1118(443,518) (11,083) – – – (454,601)
Net carrying amount /H1118/H1118/H1118/H1118/H111841,293 7,204 7,713 250 250 56,710
APPENDIX I ACCOUNTANTS’ REPORT
– I-61 –


--- page 607 ---
Trademark
Patents and
Licences
Purchased
software
Customer
relationship
Non-
competition
arrangement Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2024
Cost at 1 January 2024, net of
accumulated amortisation
and impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,293 7,204 7,713 250 250 56,710
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 378 – – 378
Amortisation provided during
the year (note 6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,573) (2,105) (1,334) (200) (200) (11,412)
At 31 December 2024 /H1118/H1118/H1118/H1118/H111833,720 5,099 6,757 50 50 45,676
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118621,709 69,956 16,172 163,000 1,000 871,837
Accumulated amortisation /H1118/H1118(144,471) (53,774) (9,415) (162,950) (950) (371,560)
Accumulated impairment /H1118/H1118(443,518) (11,083) – – – (454,601)
Net carrying amount /H1118/H1118/H1118/H1118/H111833,720 5,099 6,757 50 50 45,676
Trademark
Patents and
Licences
Purchased
software
Customer
relationship
Non-
competition
arrangement Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
30 June 2025
Cost at 1 January 2025, net of
accumulated amortisation
and impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,720 5,099 6,757 50 50 45,676
Amortisation provided during
the period (note 6) /H1118/H1118/H1118/H1118/H1118/H1118(3,786) (888) (637) (50) (50) (5,411)
Disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (7) – – (7)
At 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,934 4,211 6,113 – – 40,258
At 30 June 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118621,709 69,956 15,010 163,000 1,000 870,675
Accumulated amortisation /H1118/H1118(148,257) (54,662) (8,897) (163,000) (1,000) (375,816)
Accumulated impairment /H1118/H1118(443,518) (11,083) – – – (454,601)
Net carrying amount /H1118/H1118/H1118/H1118/H111829,934 4,211 6,113 – – 40,258
Prior to 2022, impairment losses of RMB405,451,000 and RMB9,910,000, respectively, were recognised for
trademark and patents and licences of industry solution services CGU due to the expected decrease in growth rate.
During the year ended 31 December 2022, a decision to phase out the industry solution services business caused the
carrying amounts of trademark and patents and licences of the industry solution services CGU to exceed their
recoverable amounts, which was nil respectively. The recoverable amounts were assessed based on the value in use
method using pre-tax discount rate of 25%, and impairment losses of RMB38,067,000 and RMB1,173,000 for
trademark and patents and licences, respectively, were recorded to profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
– I-62 –


--- page 608 ---
17. INVESTMENTS IN SUBSIDIARIES AND BALANCES WITH SUBSIDIARIES
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Investment, at cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118476,245 561,909 587,342 597,321
Due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,499,267 4,603,950 4,982,498 5,104,492
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,975,512 5,165,859 5,569,840 5,701,813
The amount due from subsidiaries is unsecured and interest-free. In the opinion of the directors of the
Company, the non-current portion of outstanding amount is unlikely to be repaid in the foreseeable future and is
considered as part of the Company’s net investments in subsidiaries.
Other than the aforementioned amounts due from subsidiaries, the Company’s other balances with subsidiaries
are unsecured, interest-free and repayable on demand.
18. INVESTMENTS IN JOINT VENTURES
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Share of net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,770 9,015 9,399 3,457
Goodwill on acquisition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,569 2,569 2,569 2,569
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,339 11,584 11,968 6,026
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,757) (7,757) (8,105) (2,303)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,582 3,827 3,863 3,723
The Group’s prepayments and other receivables, trade payables and other payables and accruals with joint
ventures are disclosed in note 40 to the Historical Financial Information.
The Group’s equity interests in joint ventures are indirectly held through a wholly-owned subsidiary of the
Company.
The Group recognised impairment on certain investments of joint ventures. Both external and internal sources
of information of joint ventures are considered in assessing whether there is any indicator that the investments may
be impaired, including but not limited to information about financial position and business performance of the joint
ventures, and a significant or prolonged decline in the fair value of an investment below its carrying amount is also
objective evidence of impairment. The Group carries out impairment assessment on those investments with
impairment indicators, and the respective recoverable amounts of investments are determined with reference to the
higher of fair value less cost of disposal or value in use.
During the year ended 31 December 2024, an expected decrease in growth rate and profit caused the carrying
amount of investment in a joint venture to exceed its recoverable amount. The recoverable amount was assessed based
on the value in use method, and impairment loss of RMB348,000 for investment in a joint venture was recorded in
profit or loss.
The Group disposed of its entire equity interest in a fully-impaired joint venture at nil consideration during
the six months ended 30 June 2025, accordingly the related amounts of share of net assets and impairment loss of
RMB5,454,000 were written off.
A fully-impaired joint venture was deregistered during the six months ended 30 June 2025, accordingly the
related amounts of share of net assets and impairment loss of RMB348,000 were written off.
APPENDIX I ACCOUNTANTS’ REPORT
– I-63 –


--- page 609 ---
All of the Group’s joint ventures are not considered individually material during the Relevant Periods and the
six months ended 30 June 2024, and at the end of each of the Relevant Periods. The following tables illustrates their
aggregate summarised financial information:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Share of the joint ventures’
(losses)/profits for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,666) 245 384 10 (140)
Aggregate carrying amount of
the Group’s investments in
joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,582 3,827 3,863 3,723
19. INVESTMENTS IN ASSOCIATES
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Share of net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,651 38,235 38,992 35,270
Goodwill on acquisition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,717 39,398 39,398 39,398
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111878,368 77,633 78,390 74,668
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(69,408) (75,344) (76,807) (73,085)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,960 2,289 1,583 1,583
The Group’s trade and bills receivables, prepayments and other receivables, contract assets, trade payables and
contract liabilities with associates are disclosed in note 40 to the Historical Financial Information.
The Group’s investments in these companies are accounted for as associates of the Group because the Group
is in a position to exercise significant influence. The Group has at least one director at each board of directors and/or
has relevant rights regarding certain significant financial and operating decisions in board meetings of these
associates.
The Group’s equity interests in associates are indirectly held through a wholly-owned subsidiary of the
Company.
During the year ended 31 December 2022, an expected further decrease in growth rate and profit caused the
carrying amounts of certain investments in associates to exceed their recoverable amounts of RMB8,960,000. Their
recoverable amounts were assessed based on the value in use method using pre-tax discount rate of 23% to 27%, and
impairment losses of RMB25,235,000 for investments in associates were recorded in profit or loss.
During the year ended 31 December 2023, an expected further decrease in growth rate and profit caused the
carrying amounts of certain investments in associates to exceed their recoverable amounts. Their recoverable amounts
were assessed based on the value in use method using pre-tax discount rate of 21%, and impairment losses of
RMB5,936,000 for investments in associates were recorded in profit or loss.
During the year ended 31 December 2024, a failure in product development and significant adverse change in
cash flow of an associate caused the recoverable amount of investment in the associate to be reduced to zero, and
an impairment loss of RMB602,000 for investment in an associate was recorded in profit or loss.
During the year ended 31 December 2024, additional capital was contributed by the Group and other investors
to an associate, based on their respective equity interest portion, for the associate to settle outstanding balances
payable to suppliers. Consequently, impairment losses of RMB861,000 were recorded in profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
– I-64 –


--- page 610 ---
During the six months ended 30 June 2025, the Group disposed of its entire equity interest in a fully-impaired
associate at nil consideration, accordingly the related amounts of share of net assets and impairment loss of
RMB3,722,000 were written off.
All of the Group’s associates are not considered individually material during the Relevant Periods and the six
months ended 30 June 2024, and at the end of each of the Relevant Periods. The following tables illustrates their
aggregate summarised financial information:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Other comprehensive income /H1118/H1118 1 7 7 6 9–––
Share of the associates’ losses
for the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,617) (1,501) (104) (48) –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,440) (1,432) (104) (48) –
Aggregate carrying amount of
the Group’s investments in
associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,960 2,289 1,583 1,583
20. EQUITY INVESTMENTS DESIGNATED AT FAIR V ALUE THROUGH OTHER COMPREHENSIVE
INCOME
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Equity investments in unlisted
entities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,956 13,006 11,147 11,432
The above equity investments were irrevocably designated at FVOCI as the Group considers these investments
to be strategic in nature. The fair value losses in these investments of RMB2,401,000, RMB950,000, RMB2,301,000
and RMB1,550,000 (unaudited) during the years ended 31 December 2022, 2023 and 2024 and the six months ended
30 June 2024, respectively, and the fair value gains in these investments of RMB285,000 during the six months ended
30 June 2025 were recorded in other comprehensive income.
21. FINANCIAL ASSETS AT FAIR V ALUE THROUGH PROFIT OR LOSS
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Current:
Wealth management products /H1118/H1118/H1118 23,239 3,370 – 3,500
Non-current:
Preferred shares investments in
unlisted entities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140,410 141,482 127,224 124,487
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118163,649 144,852 127,224 127,987
The preferred shares investments in unlisted entities are ordinary shares with preferential rights. The Group
has the right to require and demand the investees to redeem all of the shares held by the Group at guaranteed
predetermined amount upon redemption events which are out of control of issuers. Hence, these investments are
accounted for as debt instruments and are measured at fair value through profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
– I-65 –


--- page 611 ---
The wealth management products issued by banks in Mainland China were mandatorily classified as financial
assets at fair value through profit or loss as their contractual cash flows are not solely payments of principal and
interest.
22. INVENTORIES
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Contract fulfillment cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118326,246 269,398 155,994 126,798
Purchased goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,411 14,934 15,721 11,836
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(34,973) (30,231) (30,141) (32,467)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118320,684 254,101 141,574 106,167
Contract fulfillment cost is the costs incurred to fulfill contracts which will be recognised as cost of sales when
the Group’s related performance obligations are satisfied and hence the related service contract revenue is recognised.
Provision for inventories was recognised for the amount by which the carrying amount of inventories exceeded
its net realisable value and was recorded in “cost of sales” in the consolidated statements of profit or loss. During
the years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2025, RMB7,629,000,
RMB3,074,000, RMB3,684,000 and RMB3,367,000 were recorded, respectively.
23. TRADE AND BILLS RECEIV ABLES
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118585,150 593,178 646,058 672,104
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(56,825) (71,635) (99,895) (111,886)
528,325 521,543 546,163 560,218
Bills receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118516 1,004 1,191 6,979
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118528,841 522,547 547,354 567,197
The Group’s trading terms with its customers are mainly on credit. The credit period is generally one month
extending up to five months for major customers. Each customer has a maximum credit limit. The Group seeks to
maintain strict control over its outstanding receivables and has a credit control system to minimise credit risk.
Overdue balances are reviewed regularly by senior management. In view of the aforementioned and the fact that the
Group’s trade receivables relate to a large number of diversified customers, there is no significant concentration of
credit risk. The Group does not hold any collateral or other credit enhancements over its trade receivable balances.
Trade receivables are non-interest-bearing.
An ageing analysis of trade receivables as at the end of each of the Relevant Periods, based on the date of
services rendered and net of loss allowance, is as follows:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118462,479 455,867 471,108 484,118
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,546 55,879 63,738 63,169
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,300 9,797 11,317 12,931
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118528,325 521,543 546,163 560,218
APPENDIX I ACCOUNTANTS’ REPORT
– I-66 –


--- page 612 ---
The movements in the loss allowance for impairment of trade receivables are as follows:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,118 56,825 71,635 99,895
Impairment loss, net (note 6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,593 15,806 26,967 16,250
Reversal of write-off /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,204 –
Amount written off as uncollectible /H1118/H1118/H1118/H1118/H1118(17,886) (996) (911) (4,259)
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856,825 71,635 99,895 111,886
An impairment analysis is performed at the end of each of the Relevant Periods using a provision matrix to
measure expected credit losses. The provision rates are based on ageing for groupings of various customer segments
with similar loss patterns. The calculation reflects the probability-weighted outcome, the time value of money and
reasonable and supportable information that is available at the end of each of the Relevant Periods about past events,
current conditions and forecasts of future economic conditions. Generally, trade receivables are written off if past due
for more than three years and are not subject to enforcement activity. In addition, when there exists an indicator of
significant increase in credit risk in relation to a particular debtor, an impairment analysis is performed in respect of
the corresponding outstanding receivable balance on an individual debtor basis.
Set out below is the information about the credit risk exposure on the Group’s trade receivables using a
provision matrix:
As at 31 December 2022
Ageing
Within 1 year 1 to 2 years 2 to 3 years Over 3 years Total
Collectively assessed:
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H11181.65% 14.73% 48.42% 100.00% 7.97%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118470,242 65,141 19,970 18,747 574,100
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,763 9,595 9,670 18,747 45,775
Individually assessed:
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H1118100% 100% 100% 100% 100%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,144 1,881 5,116 909 11,050
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,144 1,881 5,116 909 11,050
Total:
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118473,386 67,022 25,086 19,656 585,150
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,907 11,476 14,786 19,656 56,825
APPENDIX I ACCOUNTANTS’ REPORT
– I-67 –


--- page 613 ---
As at 31 December 2023
Ageing
Within 1 year 1 to 2 years 2 to 3 years Over 3 years Total
Collectively assessed:
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H11181.59% 14.41% 52.42% 100.00% 8.39%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118463,237 65,289 20,592 20,219 569,337
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,370 9,410 10,795 20,219 47,794
Individually assessed:
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H1118100% 100% 100% 100% 100%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,432 7,101 6,283 6,025 23,841
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,432 7,101 6,283 6,025 23,841
Total:
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118467,669 72,390 26,875 26,244 593,178
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,802 16,511 17,078 26,244 71,635
As at 31 December 2024
Ageing
Within 1 year 1 to 2 years 2 to 3 years Over 3 years Total
Collectively assessed:
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H11182.94% 17.03% 59.39% 100.00% 12.55%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118485,367 76,818 27,866 34,479 624,530
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,259 13,080 16,549 34,479 78,367
Individually assessed:
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H1118100.00% 100.00% 100.00% 100.00% 100.00%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118246 1,873 7,101 12,308 21,528
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118246 1,873 7,101 12,308 21,528
Total:
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118485,613 78,691 34,967 46,787 646,058
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,505 14,953 23,650 46,787 99,895
APPENDIX I ACCOUNTANTS’ REPORT
– I-68 –


--- page 614 ---
As at 30 June 2025
Ageing
Within 1 year 1 to 2 years 2 to 3 years Over 3 years Total
Collectively assessed:
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H11183.78% 20.45% 50.01% 100.00% 14.36%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118503,137 79,408 25,869 45,763 654,177
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,019 16,239 12,938 45,763 93,959
Individually assessed:
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H1118N/A 100% 100% 100% 100%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,982 2,231 13,714 17,927
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,982 2,231 13,714 17,927
Total:
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118503,137 81,390 28,100 59,477 672,104
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,019 18,221 15,169 59,477 111,886
Bills receivable is subject to impairment using the low credit risk simplification under the general approach.
At the end of each of the Relevant Periods, the Group evaluates whether the bills receivable is considered to have
low credit risk using all reasonable and supportable information that is available without undue cost or effort. In
making that evaluation, the Group reassesses the credit ratings of the issuing banks. The Group did not recognise any
impairment losses on bills receivable as at 31 December 2022, 2023 and 2024 and 30 June 2025, respectively.
24. CONTRACT ASSETS
1 January
2022
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Contract assets arising
from
Industry solution services /H1118 18,150 13,470 7,617 4,373 4,234
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,110) (1,707) (876) (534) (640)
Net carrying amount /H1118/H1118/H1118/H111816,040 11,763 6,741 3,839 3,594
Analysed into:
Current portion /H1118/H1118/H1118/H1118/H1118/H11188,906 7,638 2,649 854 1,914
Non-current portion /H1118/H1118/H1118 7,134 4,125 4,092 2,985 1,680
Contract assets are initially recognised for revenue earned from the provision of project-based services as the
receipt of consideration is conditional on successful completion of warranty conditions. Included in contract assets
for the provision of project-based services are retention receivables. Upon completion of warranty conditions and
acceptance by the customer, the amounts recognised as contract assets are reclassified to trade receivables. The
decrease in contract assets at 31 December 2022, 2023 and 2024 and 30 June 2025, was the result of the Group’s
decision to phase out the industry solution services business from the second half of 2022.
The Group’s trading terms and credit policy with customers are disclosed in note 23 to the Historical Financial
Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-69 –


--- page 615 ---
The expected timing of recovery or settlement for contract assets as at end of each of the Relevant Periods is
as follows:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,638 2,649 854 1,914
After one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,125 4,092 2,985 1,680
Total contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,763 6,741 3,839 3,594
The movements in the loss allowance for impairment of contract assets are as follows:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,110 1,707 876 534
(Reverse of impairment loss)/impairment
loss, net (note 6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(403) (831) (342) 106
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,707 876 534 640
An impairment analysis is performed at each reporting date using a provision matrix to measure expected
credit losses. The provision rates for the measurement of the expected credit losses of the contract assets are based
on those of the trade receivables as the contract assets and the trade receivables are from the same customer bases.
The provision rates of contract assets are based on the ageing of trade receivables for groupings of various customer
segments with similar loss patterns (i.e., by customer type). The calculation reflects the probability weighted
outcome, the time value of money and reasonable and supportable information that is available at the reporting date
about past events, current conditions and forecasts of future economic conditions.
Set out below is the information about the credit risk exposure on the Group’s contract assets using a provision
matrix:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812.67% 11.50% 12.21% 15.12%
Gross carrying amount (RMB’000) /H1118/H1118/H1118/H1118/H111813,470 7,617 4,373 4,234
Expected credit losses (RMB’000) /H1118/H1118/H1118/H1118/H1118/H11181,707 876 534 640
APPENDIX I ACCOUNTANTS’ REPORT
– I-70 –


--- page 616 ---
25. PREPAYMENTS, OTHER RECEIV ABLES AND OTHER ASSETS
Group
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Current:
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 53,107 40,510 25,186 29,144
Loans to employees /H1118/H1118/H1118(a) 1,344 853 354 144
Other receivables and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118 107,352 90,769 79,429 56,639
Subtotal – current /H1118/H1118/H1118/H1118 161,803 132,132 104,969 85,927
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(13,938) (15,034) (10,512) (11,135)
Total – current /H1118/H1118/H1118/H1118/H1118/H1118 147,865 117,098 94,457 74,792
Non-current:
Other receivables and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118 12,035 10,892 16,627 17,931
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 – – – 1,934
Subtotal – non-current /H1118/H1118 12,035 10,892 16,627 19,865
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 (390) (865) (3,104) (3,032)
Total – non-current /H1118/H1118/H1118/H1118 11,645 10,027 13,523 16,833
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118159,510 127,125 107,980 91,625
(a) The outstanding balances of loans to employees are non-trade in nature, unsecured and with an effective
interest rate of 4.75%.
The Group applies an expected credit loss model to evaluate the credit losses for financial assets included in
other receivables and other assets. The Group uses judgement in making these assumptions and selecting the inputs
to calculate the loss allowances, based on the Group’s past history, existing market conditions as well as forward
looking estimates at the end of each reporting period.
The Group’s movements in the loss allowance for impairment of financial assets included in other receivables
and other assets are as follows:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,971 14,328 15,899 13,616
(Reverse of impairment loss)/impairment
loss, net (note 6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,643) 1,571 (2,283) 1,069
Write-off /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (518)
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,328 15,899 13,616 14,167
APPENDIX I ACCOUNTANTS’ REPORT
– I-71 –


--- page 617 ---
Company
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,835 1,500
Other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118– – 288 284
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,123 1,784
26. CASH AND CASH EQUIV ALENTS, RESTRICTED CASH AND DEPOSITS
Group
Note
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Current:
Cash and cash equivalents /H1118 180,931 294,915 400,370 360,552
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 – 3,014 13,570 23,683
Pledged deposits and
restricted cash:
Pledged for bank
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 175,322 154,368 131,962 131,517
Restricted for business
projects
and litigations /H1118/H1118/H1118/H1118/H1118/H1118 17,787 7,958 15,715 25,579
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118193,109 162,326 147,677 157,096
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118374,040 460,255 561,617 541,331
Non-current:
Pledged deposits and
restricted cash:
Restricted cash for
business projects /H1118/H1118/H1118/H1118 3,08 5–––
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,134 10,239 – –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,219 10,239 – –
At the end of each of the Relevant Periods, the Group’s cash and cash equivalents, time deposits,
pledged deposits and restricted cash denominated in RMB amounted to RMB205,336,000, RMB298,117,000
and RMB420,706,000 and RMB300,496,000, respectively. The RMB is not freely convertible into other
currencies, however, under Mainland China’s Foreign Exchange Control Regulations and Administration of
Settlement, Sale and Payment of Foreign Exchange Regulations, the Group is permitted to exchange RMB for
other currencies through banks authorised to conduct foreign exchange business.
APPENDIX I ACCOUNTANTS’ REPORT
– I-72 –


--- page 618 ---
Cash at banks earns interest at floating rates based on daily bank deposit rates. Time deposits are
categorised into the non-current portion with a remaining deposit term of exceeding one year and the current
portion with a remaining deposit term of over three months but within one year, depending on the immediate
cash requirements of the Group, and earn interest at the respective bank deposit rates and short-term deposit
rates. The bank balances, time deposits and short-term deposits are deposited with creditworthy banks with no
recent history of default.
Company
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Current:
Cash and cash equivalents /H1118/H1118/H1118/H1118/H11185,981 8,121 2,208 27,610
Pledged deposits and restricted
cash:
Restricted for business projects
and litigations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 61 60
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 61 60
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,981 8,121 2,269 27,670
27. TRADE AND BILLS PAYABLES
Group
An ageing analysis of the trade and bills payables as at the end of each of the Relevant Periods, based on the
date of service received, is as follows:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,354 198,480 154,734 145,852
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,536 10,255 18,037 24,279
Over 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,189 28,277 20,978 26,242
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118248,079 237,012 193,749 196,373
The trade and bills payables are non-interest-bearing and are normally settled of not more than 3 months.
APPENDIX I ACCOUNTANTS’ REPORT
– I-73 –


--- page 619 ---
28. OTHER PAYABLES AND ACCRUALS
Group
Notes
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Current
Repurchase consideration
payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(a) 73,229 68,277 58,445 58,203
Advances from the
investors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 314,165 214 –
Accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,331 12,253 4,580 4,214
Other taxes payable /H1118/H1118/H1118/H1118/H1118 28,438 26,785 24,334 22,791
Payroll and welfare
payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118135,172 84,087 77,839 56,701
Due to founder shareholders
of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118(b) 7,941 16,468 14,676 14,676
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(c) 145,818 141,616 91,371 75,546
Total current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118402,929 663,651 271,459 232,131
Non-Current
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118 13,090 14,140 12,250 13,300
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,400 1,600 800 800
Due to founder shareholders
of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118(b) 6,569 6,723 6,794 –
Total non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118 22,059 22,463 19,844 14,100
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118424,988 686,114 291,303 246,231
Notes:
(a) Repurchase consideration payable represents the balance of the unpaid consideration to shareholders as
of the end of each of the Relevant Periods.
(b) The amounts due to founder shareholders of subsidiaries represent consideration yet to be paid to the
founder shareholders of the subsidiaries in relation to acquisition of subsidiaries in prior years, which
are unsecured and interest-free. The non-current balance as at 31 December 2024 has been fully paid
during the six months ended 30 June 2025.
(c) The other payables are non-interest-bearing and have an average term of three months.
APPENDIX I ACCOUNTANTS’ REPORT
– I-74 –


--- page 620 ---
Company
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Repurchase consideration payable /H1118/H1118 73,229 68,277 58,445 58,203
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,013 22,954 13,041 13,524
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,242 91,231 71,486 71,727
29. CONTRACT LIABILITIES
An analysis of contract liabilities arising from short-term advances received from customers is as follows:
1 January
2022
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Marketing intelligence services /H1118/H1118/H111840,919 51,647 49,949 47,582 47,913
Operational intelligence services /H1118/H1118 5,591 123,869 62,379 43,848 28,923
Industry solution services /H1118/H1118/H1118/H1118/H1118/H1118181,023 202,777 154,247 80,187 64,746
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118227,533 378,293 266,575 171,617 141,582
The increase/decrease in contract liabilities during the Relevant Periods was mainly due to the
increase/decrease in short-term advances received from customers in relation to marketing intelligence services,
operational intelligence services and industry solution services at the end of each of the Relevant Periods.
30. INTEREST-BEARING BANK AND OTHER BORROWINGS
Group
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Bank borrowings, unsecured /H1118/H1118/H1118/H1118/H111873,000 5,723 1,750 1,750
Bank borrowings, secured /H1118/H1118/H1118/H1118/H1118/H1118/H1118297,537 283,312 229,450 229,400
Borrowings from a shareholder,
unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,892 14,831 – –
Borrowings from a shareholder,
secured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118139,293 – – –
Other borrowings, secured /H1118/H1118/H1118/H1118/H1118/H1118/H111826,11 7–––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118584,839 303,866 231,200 231,150
Certain of the Group’s bank loans and non-bank financial institutions loans are guaranteed or secured by:
(i) the pledge of the Group’s time deposits, amounting to RMB175,322,000, RMB154,368,000,
RMB131,962,000 and RMB131,517,000 at 31 December 2022, 2023 and 2024 and 30 June 2025,
respectively (note 26);
(ii) the pledge of the share interests of the Company held by certain substantial shareholders of the
Company, which was released on 30 November 2023;
APPENDIX I ACCOUNTANTS’ REPORT
– I-75 –


--- page 621 ---
(iii) the guarantee provided by certain substantial shareholders of the Company, which will be discharged or
replaced upon the listing on the Stock Exchange of Hong Kong Limited (the “Stock Exchange”);
(iv) the guarantee provided by some minority shareholders of the Company’s subsidiaries and a third-party
guarantee company, which will be discharged or repaid upon the listing on the Stock Exchange.
The Group’s interest-bearing bank borrowings are denominated in RMB or USD and due to mature within one
year from the end of each of the Relevant Periods.
All of the Group’s interest-bearing bank and other borrowings at the end of each of the Relevant Periods are
charged interests with fixed rates, and accordingly the Group’s interest-bearing bank and other borrowings had no
interest rate risk exposure. The effective interest rates of the Group’s interest-bearing bank and other borrowings at
the end of each of the Relevant Periods are as follows:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
%%%%
Bank borrowings, unsecured /H1118/H1118/H1118/H1118/H11183.90-4.15 3.45 3.45 3.45
Bank borrowings, secured /H1118/H1118/H1118/H1118/H1118/H1118/H11183.00-4.98 3.00-4.50 2.70-3.45 2.45-3.45
Borrowings from a shareholder,
unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188.00-8.50 8.50 N/A N/A
Borrowings from a shareholder,
secured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.00 N/A N/A N/A
Other borrowings, secured /H1118/H1118/H1118/H1118/H1118/H1118/H11188.50 N/A N/A N/A
Company
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Borrowings from a shareholder,
unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,892 14,831 – –
Borrowings from a shareholder,
secured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118139,293 – – –
Other borrowings, secured /H1118/H1118/H1118/H1118/H1118/H1118/H111826,11 7–––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118181,302 14,831 – –
APPENDIX I ACCOUNTANTS’ REPORT
– I-76 –


--- page 622 ---
31. DEFERRED TAX
The movements in deferred tax assets/(liabilities) during the Relevant Periods are as follows:
Fair value
adjustments
of financial
investments
at fair value
through
profit or loss
Fair value
adjustments
of equity
investments
at fair value
through other
comprehensive
income
Fair value
adjustments
arising from
acquisition of
subsidiaries
Lease
liabilities
Right-of use
assets
Accelerated
tax
depreciation Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118(4,457) (428) (23,739) 44,280 (39,579) – (23,923)
Acquisition of
subsidiaries (note 37) /H1118 – – (1,750) – – (98) (1,848)
Credited to OCI /H1118/H1118/H1118/H1118/H1118– 3 6 0–––– 3 6 0
Credited/(charged) to
profit or loss (note 10) /H1118 2,693 – 19,291 (38,443) 34,044 32 17,617
Exchange realignment /H1118/H1118 1–––––1
At 31 December 2022
and 1 January 2023 /H1118/H1118 (1,763) (68) (6,198) 5,837 (5,535) (66) (7,793)
Credited to OCI /H1118/H1118/H1118/H1118/H1118– 6 8–––– 6 8
Credited/(charged) to
profit or loss (note 10) /H1118 (957) – 1,418 1,193 (1,236) 34 452
At 31 December 2023
and 1 January 2024 /H1118/H1118 (2,720) – (4,780) 7,030 (6,771) (32) (7,273)
Credited/(charged) to
profit or loss (note 10) /H1118 792 – 1,401 (32) (266) (52) 1,843
At 31 December 2024
and 1 January 2025 /H1118/H1118 (1,928) – (3,379) 6,998 (7,037) (84) (5,430)
Credited/(charged) to
profit or loss (note 10) /H1118 (313) – 652 (1,688) 1,574 39 264
At 30 June 2025 /H1118/H1118/H1118/H1118/H1118(2,241) – (2,727) 5,310 (5,463) (45) (5,166)
Certain deferred tax assets and liabilities have been offset on an individual entity basis and the Group’s net
deferred tax assets and liabilities presented in the consolidated statements of financial position are as follows:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Net deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,666 2,836 85 1,558
Net deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,459) (10,109) (5,515) (6,724)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,793) (7,273) (5,430) (5,166)
APPENDIX I ACCOUNTANTS’ REPORT
– I-77 –


--- page 623 ---
Deferred tax assets have not been recognised in respect of the following items:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Tax losses:
Expiring in one to ten years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,562,519 3,888,543 4,161,316 4,221,874
Available indefinitely /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118699 684 7,216 14,728
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,563,218 3,889,227 4,168,532 4,236,602
Tax losses arising in Mainland China will expire in one to ten years for offsetting against future taxable profits,
while tax losses arising in Hong Kong are available indefinitely for offsetting against future taxable profits. Deferred
tax assets have not been recognised in respect of the above items as it is not considered probable that taxable profits
will be available against which the above items can be utilised.
The Group is liable for withholding taxes on dividends distributed by those subsidiaries established in
Mainland China in respect of earnings generated from 1 January 2008. The applicable rate is 5% or 10% for the
Group.
At 31 December 2022, 2023 and 2024 and 30 June 2025, there was no significant unrecognised deferred tax
liability for taxes that would be payable on the unremitted earnings of the Group’s subsidiaries, associates or joint
ventures as the Group has no unremitted earnings retained in Mainland China as at the end of each of the Relevant
Periods.
There are no income tax consequences attaching to the payment of dividends by the Company to its
shareholders.
32. PREFERRED SHARES, W ARRANTS AND CONVERTIBLE NOTES
The Group and the Company
The details of the balance are set out in the table below:
Notes
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Preferred shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118(a) 7,493,390 6,909,848 7,816,400 7,991,292
Warrants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(b) 68,513 60,765 – –
Convertible notes /H1118/H1118/H1118/H1118/H1118/H1118(c) – 343,511 – –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,561,903 7,314,124 7,816,400 7,991,292
APPENDIX I ACCOUNTANTS’ REPORT
– I-78 –


--- page 624 ---
(a) Preferred shares
Since the date of incorporation and up to 30 June 2025, the Group has completed the issuance of the following
preferred shares to certain investors. For details, please refer to below table:
Name Number of shares Date of issuance
Series A-1 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,521,357 20 April 2018
Series A-2 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118926,341 16 July 2010
Series A-3 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,643,475 1 November 2011,
20 April 2018
Series A-4 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,437,921 19 October 2011
Series A-5 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,509,727 23 April 2013
Series A-6 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118958,487 20 April 2018
Series B-1 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,646,075 16 January 2015
Series B-2 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,880,335 31 May 2019
Series B-3 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118675,249 31 May 2019
Series B-4 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,932,000 31 May 2019
Series B-5 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118248,788 11 November 2015
Series C-1 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,469,112 25 April 2018
Series C-2 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,021,405 5 May 2017
Series C-3 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,300,687 31 May 2019
Series C-4 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,710,678 31 May 2019
Series C-5 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,104,318 31 May 2019
Series C-6 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,720,021 31 May 2019,
25 Oct 2024
Series C-7 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,418,189 31 May 2019
Series C-8 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,649,353 7 August 2019,
24 September 2020,
4 December 2020
Series C-9 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,623,086 2 March 2020
Series D-1 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,090,340 31 May 2019
Series D-2 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,194,866 7 August 2019
Series E-1 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,633,897 2 March 2020
Series E-2 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,230,928 24 September 2020,
4 December 2020
Series F-1 Preferred Shares* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,636,308 25 Oct 2024
Series F-2 Preferred Shares* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,353,678 25 Oct 2024
Series F-3 Preferred Shares* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,751,690 1 March 2024,
25 Oct 2024
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118103,288,311
* During the year ended 31 December 2024, the warrants were converted into 2,415,551 preferred shares,
including 877,375 Series C-6 preferred shares and 1,538,176 Series F-3 preferred shares. The
convertible notes were converted into 16,989,986 preferred shares, including 7,636,308 Series F-1
preferred shares and 9,353,678 Series F-2 preferred shares.
The key terms of the Series A-1 preferred shares to Series F-3 preferred shares (collectively, “Preferred
Shares”) are summarised as below:
Series A contains Series A-1, Series A-2, Series A-3, Series A-4, Series A-5 and Series A-6 preferred shares.
Series B contains Series B-1, Series B-2, Series B-3, Series B-4 and Series B-5 preferred shares.
Series C contains Series C-1, Series C-2, Series C-3, Series C-4, Series C-5, Series C-6, Series C-7, Series C-8
and Series C-9 preferred shares.
Series D contains Series D-1 and Series D-2 preferred shares.
APPENDIX I ACCOUNTANTS’ REPORT
– I-79 –


--- page 625 ---
Series E contains Series E-1 and Series E-2 preferred shares.
Series F contains Series F-1, Series F-2 and Series F-3 preferred shares.
The Group does not bifurcate any embedded derivatives from the host instruments and designates the entire
instruments as financial liabilities at fair value through profit or loss with the changes in the fair value recorded in
the consolidated statements of profit or loss.
The movements of preferred shares during the Relevant Periods are as follows:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,497,741 7,493,390 6,909,848 7,816,400
Issuance of Series F-3 preferred shares /H1118/H1118/H1118 – – 94,074 –
Transfer from warrants through share
registration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 187,847 –
Transfer from convertible notes /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 819,478 –
Fair value changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,782,942) (706,994) (296,006) 208,029
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118778,591 123,452 101,159 (33,137)
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,493,390 6,909,848 7,816,400 7,991,292
(i) The preferred rights of the holders of preferred shares
Dividend rights
No dividends or other distributions shall be made or declared, whether in cash, in property, or in any
other shares of the Company, with respect to any other class or series of shares of the Company, unless and
until preferential, cumulative dividend at the rate equal to 6% of the respective applicable issue price (as
adjusted for any share splits, share dividends, combinations, recapitalisations or similar transactions) per
annum calculating from the applicable original issue date out of any funds legally available on a cumulative
basis is first paid in full on the respective preferred shares on a pari passu and pro rata basis, by the following
order: (1) Series F; (2) Series E; (3) Series D; (4) Series C; (5) Series B; (6) Series A.
Conversion rights
The holders of the preferred shares shall have the rights described below with respect to the conversion
of the preferred shares into Class A ordinary shares:
Unless converted earlier pursuant to the provisions with respect to automatic conversion as set out
below, each preferred share shall be convertible, at the option of the holder thereof, at any time after the
original issue date into such number of fully paid and non-assessable ordinary shares as determined by dividing
100% of the original issue price by the conversion price, determined as hereinafter provided, in effect at the
time of the conversion.
Each preferred share shall automatically be converted into ordinary shares at the then effective
conversion price at the closing of a qualified initial public offering of ordinary shares of the Company
(“QIPO”). In the event of the automatic conversion of the preferred shares upon a QIPO, the person(s) entitled
to receive the ordinary shares issuable upon such conversion of preferred shares shall not be deemed to have
converted such preferred shares until immediately prior to the closing of such QIPO.
Subject to the definition of the conversion price in accordance with the articles of association, the
conversion price for each preferred share as of the time of issuance of such preferred share shall be the
applicable original issue price. No adjustment in the conversion price shall be made in respect of the issuance
of additional equity securities unless the consideration per share for an additional equity security issued or
deemed to be issued by the Company is less than the conversion price in effect on the date of and immediately
prior to such issue.
APPENDIX I ACCOUNTANTS’ REPORT
– I-80 –


--- page 626 ---
Redemption rights
At any time after the occurrence of the applicable redemption event, the holder of any preferred share
may deliver to the Company a written notice, requesting the Company to redeem all or any lesser portion of
such series of preferred shares relating to which a redemption event has occurred.
“Redemption event” means, (i) in respect only to each series F preferred share, series E preferred share,
series D preferred share or series C preferred share, at any time on or after (unless otherwise indicated) the
earliest occurrence of any of the following events: (a) the Company fails, for any reason, to consummate a
QIPO on or before 30 June 2026^, (b) Mr. Wu Minghui (the “Founder”) has, conducted a fraud or intentional
misconduct, including without limitation if any group company has generated any sales revenue which were
not recorded on the books and accounts pursuant to the applicable generally accepted accounting principles,
that caused injuries or losses to any group company or was in connection with or had or was likely to have
adverse effect on any group company, (c) any of the group companies, the Founder and the Founder’s
corresponding shareholder has committed a material breach of the terms of any transaction agreement that
cannot be cured or remains uncured after thirty (30) days upon the written notice of any preferred shareholder,
or (d) the aggregate number of ordinary shares held by the Founder, directly and indirectly, is less than 50%
of such number as of the Series F-3 closing; and (ii) in respect to each preferred share (other than series F
preferred share, series E preferred share, series D preferred share or series C preferred share), if the Company
fails, for any reason, to consummate a QIPO on or before 30 June 2026^.
^ The original date was 31 October 2024 which was extended to 30 June 2026 according to the seventh
amended and restated shareholders, noteholders and bondholders agreement entered into on 31 October
2024 and the seventh amended and restated memorandum and articles of association of the Company
adopted by a special resolution passed on 31 October 2024 (the “October 2024 Amendments”), in which,
the redemption rights were to cease to be exercisable immediately prior to the first submission of the
listing application to the relevant stock exchange; provided that the redemption rights shall
automatically be restored and exercisable and in full force and effect upon the earliest to occur of (a)
the withdrawal of such listing application by the Company; (b) the Company’s listing application lapses
but is not renewed within three months thereafter; or (c) that the Company fails to consummate a QIPO
on or before 30 June 2026.
Liquidation preference
Each holder of preferred shares shall be entitled to receive for each series of preferred shares it holds
on the preferential basis, prior and in preference to any distribution of any of the assets or surplus funds of
the Company to the holders of other series of preferred shares and ordinary shares or any other class or series
of shares by reason of their ownership of such shares, an amount equal to (i) 100% to 120% of the respective
applicable issue price; (ii) internal rate of return (“IRR”) of 10% per annum in respect of the respective
applicable issue price for certain series of preferred shares; and (iii) plus all declared but unpaid dividends on
such respective preferred shares, by the following order: (1) Series F; (2) Series E; (3) Series D; (4) Series C;
(5) Series B; (6) Series A. According to the October 2024 Amendments, the liquidation rights were to terminate
on the consummation of a QIPO.
Notwithstanding any provision to the contrary in above clauses, if the Company’s valuation reaches or
exceeds USD5.5 billion in any deemed liquidation event, then all proceeds resulting from such deemed
liquidation event shall be distributed ratably among the holders of the ordinary shares and preferred shares on
a pro rata basis, based on the number of ordinary shares then held by each holder (and, in the case of the
preferred shareholders, assuming that the preferred shares were converted into ordinary shares immediately
prior to such distribution).
Anti-dilution adjustments
The anti-dilution adjustments triggered by the transactions contemplated series F shall have been made
by the Company with respect to the relevant preferred shares. For a consideration per share received by the
Company less than the applicable conversion price in effect on the date of and immediately prior to such issue,
the conversion price for the relevant preferred shares shall each be reduced, concurrently with such issue, to
a price determined in accordance with the formula.
APPENDIX I ACCOUNTANTS’ REPORT
– I-81 –


--- page 627 ---
Modifications of key features of the preferred shares
Subsequent to the end of the Relevant Periods, according to the eighth amended and restated
shareholders, noteholders and bondholders agreement entered into on 10 September 2025, the consummation
date of a QIPO was further extended to 31 December 2026.
(ii) Fair value of the preferred shares
The Group applied the discounted cash flow method to determine the underlying equity value of the Company
and then equity value allocation model based on an option pricing model, was adopted to determine the fair value
of the preferred shares. The following table lists the key inputs used:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
%%%%
Discount rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 17 16 16
Risk-free interest rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.73 4.79 4.2 4.2
DLOM /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 10 10 10
V olatility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847.34 45.39 50.16 54.98
Discount rate (post-tax) was estimated by weighted average cost of capital as at each valuation date. The Group
estimated the risk-free interest rate based on the yield of the United States treasury bills, where applicable, with a
maturity life close to period from the respective valuation dates to the expected liquidation dates. The DLOM was
estimated based on the option-pricing method. Under 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. V olatility was estimated based on annualised standard deviation of the daily return embedded
in historical stock prices of comparable companies with a time horizon close to the expected term. In addition to the
assumptions adopted above, the Company’s projections of future performance were also factored into the
determination of the fair value of preferred shares on each valuation date.
(b) Warrants
The Group does not bifurcate any embedded derivatives from the host instruments and designates the entire
instruments as financial liabilities at fair value through profit or loss with the changes in the fair value recorded in
the consolidated statements of profit or loss.
The movements of the warrants during the Relevant Periods are as follows:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111893,491 68,513 60,765 –
Issuance of Series F-3 warrants /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 120,004 –
Transfer to preferred shares through share
registration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (187,847) –
Fair value changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(32,463) (8,865) 5,848 –
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,485 1,117 1,230 –
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868,513 60,765 – –
APPENDIX I ACCOUNTANTS’ REPORT
– I-82 –


--- page 628 ---
(i) The preferred rights of the holders of warrants
The rights of warrants are same as those of the corresponding series preferred share. The warrants can be
converted into the corresponding series preferred shares upon the completion of share registration.
(ii) Fair value of the warrants
The Group applied the discounted cash flow method to determine the underlying equity value of the Company,
and then equity value allocation model based on an option pricing model, was adopted to determine the fair value
of the warrants. The following table lists the key inputs used:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
%%%%
Discount rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 17 – –
Risk-free interest rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.73 4.79 – –
DLOM /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 10 – –
V olatility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847.34 45.39 – –
Discount rate (post-tax) was estimated by weighted average cost of capital as at each valuation date. The Group
estimated the risk-free interest rate based on the yield of the United States treasury bills, where applicable, with a
maturity life close to period from the respective valuation dates to the expected liquidation dates. The DLOM was
estimated based on the option-pricing method. Under 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. V olatility was estimated based on annualised standard deviation of the daily return embedded
in historical stock prices of comparable companies with a time horizon close to the expected term. In addition to the
assumptions adopted above, the Company’s projections of future performance were also factored into the
determination of the fair value of warrants on each valuation date.
(c) Convertible notes
On 30 November 2023, the Company issued several convertible promissory notes (F-1) with a total principal
amount of USD30,000,000, to certain investors, with a compound interest rate of 15% per annum.
On 15 January 2024, the Company issued several convertible promissory notes (F-2) with a total principal
amount of USD50,873,000, to certain investors, with a compound interest rate of 15% per annum.
On 25 October 2024, all the convertible notes had been converted into preferred shares of the Company.
The movements of the convertible notes during the Relevant Periods are as follows:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 343,511 –
Issuance of F-1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 212,481 – –
Issuance of F-2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 364,562 –
Fair value changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 130,362 104,169 –
Transfer to preferred shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (819,478) –
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 668 7,236 –
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 343,511 – –
APPENDIX I ACCOUNTANTS’ REPORT
– I-83 –


--- page 629 ---
(i) The key terms of convertible notes
Repayment term
The convertible notes have a repayment term of the earliest date (the “Maturity Date”) of (a) the third
anniversary from the date hereof or any later date mutually agreed in writing by the holder and the Company,
and (b) the closing of an initial public offering of the shares of the Company, and (c) the date of the occurrence
of any event of default.
The events of default consist of (a) any of the warrantors materially breaches any representation,
warranty, covenant or obligation set forth in the transaction documents in accordance with their respective
terms and conditions; (b) any of the warrantors breaches any of the following such that there is a material
adverse impact on such Warrantor’s ability to perform its obligations under the transaction documents: any
term of the memorandum of association or articles of association of any group company then in effect or
applicable law or any agreement or contract to which he/it is a party or by which its assets are bound; (c) any
change of control occurs, unless otherwise agreed in writing by the holder; (d) an event occurs (or
circumstance exist) that has a material adverse effect on the business, operation, financial, ownership or other
aspects of any group company or such group company’s ability to perform the transaction documents; (e) any
group company is dissolved, or its existence is otherwise terminated, unless otherwise agreed in writing by the
holder; (f) any group company commences or has commenced against it any proceeding to dissolve or
otherwise terminate its existence under any dissolution, liquidation or similar statue now or hereafter in effect
or the board of directors or shareholders of such group company take any corporate action in furtherance of
any of the foregoing, unless otherwise agreed in writing by a holder; (g) any group company files any petition
or action for relief under any bankruptcy, reorganisation, insolvency, arrangement, readjustment of debt,
moratorium or any other similar law for the relief of, or relating to, debtors, now or hereafter in effect, or
makes any assignment for the benefit of creditors or the board of directors or shareholders of such group
company take any corporate action in furtherance of any of the foregoing, unless otherwise agreed in writing
by a holder; (h) an involuntary petition is filed against any group company under any bankruptcy,
reorganisation, insolvency, arrangement, readjustment of debt, moratorium, or similar law for the relief of, or
relating to, debtors, now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of
creditors (or other similar official) is appointed to take possession, custody or control of any property of such
group company; (i) if the Company fails, for any reason, to consummate a QIPO on or before 31 December
2024.
Conversion rights
Certain investors shall have the right, at its option, at any time earlier of (A) the Maturity Date and (B)
sixty (60) days prior to the date of the first submission of the first listing application form of the Company
to the Stock Exchange, to convert the outstanding principal amount into the series F-1 preferred shares, in
whole or in part but no less than USD10,000,000, at the conversion price, which is the lower of (1) USD3.9286
per series F-1 preferred share, subject to adjustment as provided in the notes (the “Initial Conversion Price”),
and (2) in the event of an equity financing of the Company whose closing is subsequent to the date hereof but
prior to the conversion deadline (the “Equity Financing”) and the purchase price per share of such Equity
Financing shares is lower than the Initial Conversion Price, such lower purchase price per share.
Certain investors shall have the right, at its option, at any time earlier of (A) the Maturity Date and (B)
sixty (60) days prior to the date of the first submission of the first listing application form of the Company
to the Stock Exchange, to convert the outstanding principal amount into the series F-2 preferred shares, in
whole or in part but no less than USD10,000,000, at the conversion price, which is the lower of (1) USD5.4388
per series F-2 preferred shares, subject to adjustment as provided in the notes (the “Initial Conversion Price”),
and (2) in the event of the Equity Financing and the purchase price per share of such Equity Financing shares
is lower than the Initial Conversion Price, such lower purchase price per share.
APPENDIX I ACCOUNTANTS’ REPORT
– I-84 –


--- page 630 ---
(ii) Fair values of the convertible notes
The Group applied the discounted cash flow method to determine the underlying equity value of the Company,
and then equity value allocation model based on an option pricing method was adopted to determine the fair value
of preferred shares. Based on the outcome of equity value allocation, a binomial model was adopted to determine the
fair value of preferred shares. Based on the outcome of equity value allocation, a binomial model was adopted to
determine the fair value of the convertible notes. The following table lists the key inputs used:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
%%%%
Risk-free interest rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4.82 – –
Discount rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1 7––
DLOM /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1 0––
V olatility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 45.39 – –
Discount rate (post-tax) was estimated by weighted average cost of capital as at each valuation date. The Group
estimated the risk-free interest rate based on the yield of the United States treasury bills, where applicable, with a
maturity life close to period from the respective valuation dates to the expected maturity dates. The DLOM was
estimated based on the option-pricing method. Under 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. V olatility was estimated based on annualised standard deviation of the daily return embedded
in historical stock prices of comparable companies with a time horizon close to the expected term. In addition to the
assumptions adopted above, the Company’s projections of future performance were also factored into the
determination of the fair value of convertible notes on each valuation date.
33. OTHER LIABILITIES
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Current:
Forward contract liability* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118175,09 4–––
Put option liabilities** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,474 11,349 23,846 25,639
178,568 11,349 23,846 25,639
Non-current:
Put option liability** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,47 8–––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118185,046 11,349 23,846 25,639
* In 2019, the Group established a non-wholly owned subsidiary with a business partner to expand the
Group’s operational intelligence business. The Group held 51% of the equity interests in the subsidiary.
Pursuant to the relevant agreement, the Group had an obligation to purchase the remaining 49% equity
interests in the non-wholly owned subsidiary. In 2023, the Group entered into a new agreement with the
business partner, pursuant to which the Group acquired an additional 15.5% equity interests in the
non-wholly-owned subsidiary, while the remaining obligation of acquiring 33.5% equity interests in that
non-wholly- owned subsidiary was released. As a result, the Group no longer recorded the forward
contract liability in 2023. The changes in forward contract liability in 2022 reflected the changes in fair
value of the Group’s obligation to purchase 49% equity interests in that non-wholly-owned subsidiary.
** The put option liabilities were in conjunction with an equity transfer agreement between the Group and
a non-controlling shareholder of a subsidiary of the Group in 2021 (the “2021 plan”), under which the
non-controlling shareholder was entitled to right to compulsory sale of shares, which is exercisable at
any time from the day after the third anniversary of the investment completion date until an expiration
date, and redemption rights. At the time of the agreement, the compulsory sale and redemption rights
were classified as financial liabilities. In 2023, the right to compulsory sale was reclassified from
non-current to current on the second anniversary of the investment completion date. On 19 March 2025.
the Group and the non-controlling shareholder entered into an agreement to extend the redemption date
and compulsory sale date to the earlier of a) sixty days after the IPO of the Company and b) 31 July
2026.
APPENDIX I ACCOUNTANTS’ REPORT
– I-85 –


--- page 631 ---
34. SHARE CAPITAL
The Company was incorporated with an authorised share capital of USD500,000 divided into 500,000,000
ordinary shares, preferred shares and warrants with a par value of USD0.001 each. A summary of movements in the
Company’s issued and fully paid ordinary shares during the Relevant Periods is as follows:
Y ear ended
31 December 2022
Y ear ended
31 December 2023
Y ear ended
31 December 2024
Six months ended
30 June 2025
Number of
shares in
issue
Share
capital
Number of
shares in
issue
Share
capital
Number of
shares in
issue
Share
capital
Number of
shares in
issue
Share
capital
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of
year/period /H1118/H1118/H1118/H111822,037,772 140 26,246,270 167 26,246,270 167 27,740,714 178
Share options
exercised /H1118/H1118/H1118/H1118/H11184,208,498 27 – – 1,160,547 9 – –
Warrants exercised /H1118/H1118 – – – – 333,897 2 – –
At end of
year/period /H1118/H1118/H1118/H111826,246,270 167 26,246,270 167 27,740,714 178 27,740,714 178
During the year ended 31 December 2022, the subscription rights attaching to 4,208,498 share options were
exercised at a subscription price of USD0.18 per share (note 35), resulting in the issue of an aggregate 4,208,498
shares for a total cash consideration of RMB5,071,000, comprising share capital of RMB27,000 and share premium
of RMB5,044,000. An amount of RMB77,462,000 was transferred from the share-based payment reserve to share
premium upon the exercise of the share options.
During the year ended 31 December 2024, the subscription rights attaching to 1,160,547 share options were
exercised at a subscription price of USD0.02 per share (note 35), resulting in the issue of an aggregate 1,160,547
shares for a total cash consideration of RMB129,000, comprising share capital of RMB9,000 and share premium of
RMB120,000. An amount of RMB69,641,000 was transferred from the share-based payment reserve to share
premium upon the exercise of the share options.
During the year ended 31 December 2024, the subscription rights attaching to 333,897 warrants were exercised
at a subscription price of USD0.001 per share, resulting in an amount of RMB2,000 was transferred from the share
premium reserve to share capital upon the exercise of the warrants.
35. SHARE OPTION SCHEME
The Company’s share award arrangements
The Company operates share option schemes (the “Schemes”), which includes 2010 share option scheme (the
“2010 Share Plan”), 2011 share option scheme (the “2011 Share Plan”), and 2020 share option scheme (the “2020
Share Incentive Plan”), for the purpose of providing incentives and rewards to eligible participants who contribute
to the success of the Group’s operations. Eligible participants of the Schemes include the directors, employees and
consultants of the Company, holding companies and subsidiaries of the Company, and any business, corporation,
partnership, limited liability company or other entity in which the Company, or any of its holding companies or
subsidiaries holds a substantial ownership interest, directly or indirectly. The 2010 Share Plan, 2011 Share Plan and
2020 Share Incentive Plan became effective on 23 November 2010, 19 October 2011, and 21 October 2020
respectively, and will remain in force for 10 years from that date unless otherwise cancelled or amended. On 21
October 2020, the shareholders of the Company approved the extension of 2010 Share Plan’s and 2011 Share Plan’s
validity term from 10 years to 20 years.
APPENDIX I ACCOUNTANTS’ REPORT
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The maximum aggregate number of shares that may be issued shall not exceed 851,888, 14,474,415 and
6,026,098 shares under 2010 Share Plan, 2011 Share Plan and 2020 Share Incentive Plan respectively. The shares may
be authorised but unissued or reacquired shares. The number of shares that are subject to awards outstanding under
the Plan at any time shall not exceed the aggregate number of shares that then remain available for issuance under
the Plan. Any further grant of share options in excess of this limit is subject to shareholders’ approval in a general
meeting.
Share options do not confer rights on the holders to dividends or to vote at shareholders’ meetings.
The following share options were outstanding under the Schemes during the Relevant Periods:
Y ear ended 31 December 2022 Y ear ended 31 December 2023
Weighted average
exercise price per share
Number of
options
Weighted average
exercise price per share
Number of
options
USD ’000 USD ’000
At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.93 17,581 0.84 13,704
Granted during the year /H1118/H1118/H1118/H1118/H1118/H11180.49 1,654 – 2,190
Forfeited during the year /H1118/H1118/H1118/H1118/H1118 0.14 (1,323) 1.88 (781)
Exercised during the year /H1118/H1118/H1118/H1118/H1118 0.18 (4,208) – –
At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.84 13,704 0.48 15,113
Exercisable at end of year /H1118/H1118/H1118/H1118 0.26 10,924 0.12 12,304
Y ear ended 31 December 2024 Six months ended 30 June 2025
Weighted average
exercise price per share
Number of
options
Weighted average
exercise price per share
Number of
options
USD ’000 USD ’000
At beginning of year/period /H1118/H1118/H1118 0.48 15,113 0.46 15,983
Granted during the year/period /H1118/H1118 0.06 2,307 – –
Forfeited during the year/period /H1118 4.73 (276) 6.49 (2)
Exercised during the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.02 (1,161) – –
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H11180.46 15,983 0.44 15,981
Exercisable at end of
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.44 14,176 0.46 14,375
During the Relevant Periods, 4,208,000, nil, 1,161,000 and nil share options were exercised, respectively. The
weighted average share prices at the date of exercise for the options during the years ended 31 December 2022 and
2024 were USD3.15 and USD8.41, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 633 ---
The exercise periods, exercise prices and weighted average remaining contractual life of the share options
outstanding, as well as the additional number of ordinary shares and amount of share capital when share options
exercised in full, as at the end of each of the Relevant Periods are as follows:
Number of share options outstanding
Contractual life of options
granted
Exercise price
per share
31 December
2022
31 December
2023
31 December
2024
30 June
2025
USD ’000 ’000 ’000 ’000
2010/11 to 2030/11 /H1118/H1118/H1118/H1118/H11180.0003-1.18 512 437 437 437
2011/10 to 2031/10 /H1118/H1118/H1118/H1118/H11180.001-1.18 163 163 140 140
2014/11 to 2034/11 /H1118/H1118/H1118/H1118/H11181.18 432 432 412 412
2015/8 to 2035/8 /H1118/H1118/H1118/H1118/H1118/H11181.18 170 169 169 169
2016/6 to 2036/6 /H1118/H1118/H1118/H1118/H1118/H11180-8.04 276 271 271 271
2016/12 to 2036/12 /H1118/H1118/H1118/H1118/H11180-1.18 75 75 75 75
2017/12 to 2037/12 /H1118/H1118/H1118/H1118/H11181.18 55 35 35 35
2018/3 to 2038/3 /H1118/H1118/H1118/H1118/H1118/H11180-1.18 444 424 424 424
2018/12 to 2038/12 /H1118/H1118/H1118/H1118/H11180-1.18 13 13 13 13
2019/5 to 2039/5 /H1118/H1118/H1118/H1118/H1118/H11180-14.78 6,113 5,961 5,929 5,929
2019/12 to 2039/12 /H1118/H1118/H1118/H1118/H11180.2-14.43 506 506 501 501
2020/6 to 2040/6 /H1118/H1118/H1118/H1118/H1118/H11180-6.54 1,314 1,314 447 447
2020/12 to 2030/12 /H1118/H1118/H1118/H1118/H11180-7.19 647 448 362 360
2021/5 to 2031/5 /H1118/H1118/H1118/H1118/H1118/H1118– 148 152 152 152
2021/6 to 2031/6 /H1118/H1118/H1118/H1118/H1118/H11180-7.19 193 109 94 94
2021/6 to 2041/6 /H1118/H1118/H1118/H1118/H1118/H1118– 258 258 – –
2021/12 to 2031/12 /H1118/H1118/H1118/H1118/H11180-7.19 787 773 773 773
2022/1 to 2032/1 /H1118/H1118/H1118/H1118/H1118/H1118– 546 537 531 531
2022/6 to 2032/6 /H1118/H1118/H1118/H1118/H1118/H11180-7.19 363 226 223 223
2022/6 to 2042/6 /H1118/H1118/H1118/H1118/H1118/H1118–9 09 09 09 0
2022/12 to 2032/12 /H1118/H1118/H1118/H1118/H11180-7.19 254 207 206 206
2022/12 to 2042/12 /H1118/H1118/H1118/H1118/H1118– 345 345 345 345
2023/6 to 2033/6 /H1118/H1118/H1118/H1118/H1118/H1118– – 1,254 1,229 1,229
2023/6 to 2043/6 /H1118/H1118/H1118/H1118/H1118/H1118––222
2023/12 to 2033/12 /H1118/H1118/H1118/H1118/H11180-1.18 – 774 746 746
2023/12 to 2043/12 /H1118/H1118/H1118/H1118/H1118– – 138 138 138
2024/6 to 2034/6 /H1118/H1118/H1118/H1118/H1118/H11180-3.26 – – 47 47
2024/6 to 2044/6 /H1118/H1118/H1118/H1118/H1118/H1118– – – 18 18
2024/9 to 2024/9 /H1118/H1118/H1118/H1118/H1118/H1118– – – 23 23
2024/9 to 2034/6 /H1118/H1118/H1118/H1118/H1118/H1118– – – 18 18
2024/9 to 2034/9 /H1118/H1118/H1118/H1118/H1118/H11180-3.76 – – 1,570 1,570
2024/9 to 2044/9 /H1118/H1118/H1118/H1118/H1118/H1118– – – 563 563
13,704 15,113 15,983 15,981
Weighted average
remaining contractual
life of share options
outstanding (years) /H1118/H1118/H1118/H1118 13.53 12.40 11.05 10.55
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 634 ---
The fair value of share options granted and the amount of share-based payment expenses during the Relevant
Periods and the six months ended 30 June 2024 are as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Fair value of share options granted:
Total amount (USD’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,926 12,472 11,824 258 –
Per share amount (USD) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186.25 5.70 5.13 3.90 –
Share-based payment expenses
(RMB’000) attributable to the share
options granted in:
Current year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,028 57,615 58,019 1,159 –
Prior years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,407 28,048 48,480 38,823 9,979
Total share-based payment expenses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871,435 85,663 106,499 39,982 9,979
The discounted cash flow method was used to determine the total equity value of the Group and then equity
allocation based on an option pricing model was adopted to determine the fair value of ordinary shares. Based on the
fair value of the underlying ordinary shares, the fair value of share options was estimated as at the date of grant using
a binomial model, taking into account the terms and conditions upon which the options were granted. The following
table lists the inputs to the model used to estimate the fair value of share options granted during the Relevant Periods:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
Dividend yield (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.00 0.00 0.00 N/A
Expected volatility (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847.04-47.67 47.24-47.86 48.02-48.02 N/A
Risk-free interest rate (%) /H1118/H1118/H1118/H1118/H1118/H1118/H11183.88-4.29 3.84-4.35 4.12-4.69 N/A
Expected life of share options
(years) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810-20 10-20 10-20 N/A
Weighted average share price
(USD/share) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186.02-6.02 4.86-4.86 4.90-4.90 N/A
The expected life of share options is based on the contract terms. The expected volatility is determined by
using the historical volatility of the share price of the comparable companies, which may also not necessarily be the
actual outcome. No other feature of the share options granted was incorporated into the measurement of fair value.
At the date of this report, the Company had 15,981,000 share options outstanding under the Schemes, which
represented 36.55% of the Company’s shares in issue as at that date.
Mingsheng Pinzhi’s share award arrangement
On 12 April 2021, the board of directors of Mingsheng Pinzhi approved and adopted the Mingsheng Pinzhi
share award scheme (the “MY 2021 Plan”), for the purpose of providing incentives and rewards to eligible
participants, in which selected employees of Mingsheng Pinzhi are entitled to participate. MY 2021 Plan shall be
valid and effective for a term of ten years commencing on 12 April 2021. Mingsheng Pinzhi became one of the
Company’s subsidiaries in May 2022.
The maximum aggregate number of shares under MY 2021 Plan that may be issued shall not exceed 7,777,778
shares. The shares may be authorised but unissued or reacquired shares. The number of shares that are subject to
awards outstanding under MY 2021 Plan at any time shall not exceed the aggregate number of shares that then remain
available for issuance under MY 2021 Plan. Any further grant of share options in excess of this limit is subject to
shareholders’ approval in a general meeting.
Share options do not confer rights on the holders to dividends or to vote at shareholders’ meetings.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 635 ---
The following share options were outstanding under MY 2021 Plan during the Relevant Periods:
Y ear ended
31 December 2022
Y ear ended
31 December 2023
Y ear ended
31 December 2024
Six months ended
30 June 2025
Weighted
average
exercise price
per share
Number
of options
Weighted
average
exercise price
per share
Number
of options
Weighted
average
exercise price
per share
Number
of options
Weighted
average
exercise price
per share
Number
of options
RMB ’000 RMB ’000 RMB ’000 RMB ’000
At beginning of year/period /H1118/H1118/H1118 1.00 852 1.41 1,958 1.67 2,505 1.65 2,387
Granted during the year/period /H1118/H1118 1.82 1,249 2.31 62 2––––
Forfeited during the year/period /H1118 1.82 (143) 1.97 (75) 1.92 (118) 2.23 (20)
At end of year /period /H1118/H1118/H1118/H1118/H11181.41 1,958 1.67 2,505 1.65 2,387 1.65 2,367
Exercisable at end of year/period /H1118 1.02 410 1.01 985 1.57 1,404 1.56 1,402
The options outstanding as at 31 December 2022, 2023 and 2024 and 30 June 2025 were granted during 2021
to 2023. The vesting periods of these options are within 5 years. The exercise period of the options granted under
MY 2021 Plan shall be any time after the end of vesting period and within ten years after grant.
The exercise price of options outstanding as at 31 December 2022, 2023 and 2024 and 30 June 2025 range from
RMB1.00 to RMB2.43 per share.
The weighted average remaining contractual life for options under MY 2021 Plan as at 31 December 2022,
2023 and 2024 and 30 June 2025 was 9.01 years, 8.01 years, 7.00 years and 6.50 years.
The total expense recognised for the years ended 31 December 2022, 2023 and 2024 and the six months ended
30 June 2025, were RMB110,000, RMB150,000, RMB78,000 and RMB22,000, respectively, and the total expense
reversed for the six months ended 30 June 2024 was RMB36,000 (unaudited).
The discounted cash flow method was used to determine the total equity value of Mingsheng Pinzhi and then
equity allocation based on an option pricing model was adopted to determine the fair value of ordinary shares of
Mingsheng Pinzhi. Based on the fair value of the underlying ordinary shares, the fair value of share options was
estimated as at the date of grant using a binomial model, taking into account the terms and conditions upon which
the options were granted. The following table lists the inputs to the model used to estimate the fair value of share
options granted during the Relevant Periods:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
Dividend yield (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.00 0.00 N/A N/A
Expected volatility (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851.25 51.25 N/A N/A
Risk-free interest rate (%) /H1118/H1118/H1118/H1118/H1118/H1118/H11182.82 2.85 N/A N/A
Expected life of share options
(years) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 10 N/A N/A
Weighted average share price
(USD/share) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.05-0.06 0.06 N/A N/A
The expected life of share options is based on the contract terms. The expected volatility is determined by
using the historical volatility of the share price of the comparable companies, which may also not necessarily be the
actual outcome. No other feature of the share options granted was incorporated into the measurement of fair value.
At the date of this report, Mingsheng Pinzhi had 2,387,000 share options outstanding under MY 2021 Plan,
which represented 3.07% of the Mingsheng Pinzhi’s shares in issue as at that date.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 636 ---
36. RESERVES
The amounts of the Group’s reserves and the movements therein for the Relevant Periods and the six months
ended 30 June 2024 are presented in the consolidated statements of changes in equity.
(a) Other reserves
Other reserves represent the amount caused by a forward contract with a non-controlling shareholder of a
subsidiary and the effect of other equity transactions with non-controlling shareholders.
(b) Share-based payment reserve
Share-based payment reserve is attributable to the fair value of options of the Company granted to the Group’s
employees, as further explained in the accounting policy for share-based payment in note 2.3 to the Historical
Financial Information.
(c) Statutory reserve
Statutory reserve represents the amount set aside from the retained profits by certain subsidiaries established
in the PRC and is not distributable as dividend. In accordance with the relevant regulations, the Company’s
subsidiaries established in the PRC are required to allocate at least 10% of their after-tax profit according to the PRC
accounting standards and regulations to statutory reserves until such reserves have reached 50% of registered capital.
These reserves can only be used for specific purposes and are not distributable or transferable to loans, advances, or
cash dividends.
Company
Share
premium
Exchange
fluctuation
reserve
Share-based
payment
reserve
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111892,775 162,435 336,105 (4,409,354) (3,818,039)
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 2,682,037 2,682,037
Other comprehensive loss for the
year:
Exchange differences on translation
of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (441,701) – – (441,701)
Total comprehensive income for the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (441,701) – 2,682,037 2,240,336
Exercise of share options /H1118/H1118/H1118/H1118/H1118/H1118/H111882,506 – (77,462) – 5,044
Share-based payment expenses /H1118/H1118/H1118/H1118 – – 71,436 – 71,436
At 31 December 2022 and 1 January
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118175,281 (279,266) 330,079 (1,727,317) (1,501,223)
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 542,088 542,088
Other comprehensive loss for the
year:
Exchange differences on translation
of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (57,663) – – (57,663)
Total comprehensive income for the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (57,663) – 542,088 484,425
Share-based payment expenses /H1118/H1118/H1118/H1118 – – 85,663 – 85,663
APPENDIX I ACCOUNTANTS’ REPORT
– I-91 –


--- page 637 ---
Share
premium
Exchange
fluctuation
reserve
Share-based
payment
reserve
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 31 December 2023 and 1 January
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118175,281 (336,929) 415,742 (1,185,229) (931,135)
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 67,998 67,998
Other comprehensive loss for the
year:
Exchange differences on translation
of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (46,272) – – (46,272)
Total comprehensive income/(loss)
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (46,272) – 67,998 21,726
Exercise of share options /H1118/H1118/H1118/H1118/H1118/H1118/H111869,761 – (69,641) – 120
Share-based payment expenses /H1118/H1118/H1118 – – 106,499 – 106,499
Exercise of warrants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2) – – – (2)
At 31 December 2024 and 1 January
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118245,040 (383,201) 452,600 (1,117,231) (802,792)
Loss for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (213,702) (213,702)
Other comprehensive income for the
period:
Exchange differences on translation
of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,461 – – 12,461
Total comprehensive income/(loss)
for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,461 – (213,702) (201,241)
Share-based payment expenses /H1118/H1118/H1118/H1118 – – 9,979 – 9,979
At 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118245,040 (370,740) 462,579 (1,330,933) (994,054)
37. BUSINESS COMBINATION
Acquisition of Mingsheng Pinzhi (the “Mingsheng Pinzhi Acquisition”)
On 30 May 2022, the Group obtained control over Mingsheng Pinzhi through the amendment of article of
association of this joint venture. After that, Mingsheng Pinzhi become a non-wholly-owned subsidiary instead of a
joint venture of the Group. The Mingsheng Pinzhi Acquisition was made as part of the Group’s strategy to expand
its business in relation to operational intelligence services.
The Group remeasured the fair value of the equity interests held at the date of acquisition at an amount of
RMB42,000,000, and a fair value gain of RMB13,156,000 was recognised in other losses, net in the consolidated
statement of profit or loss for the year ended 31 December 2022.
The Group has elected to measure the non-controlling interest in Mingsheng Pinzhi at the non-controlling
interest’s proportionate share of 40% identifiable net assets.
APPENDIX I ACCOUNTANTS’ REPORT
– I-92 –


--- page 638 ---
The fair values of the identifiable assets and liabilities of Mingsheng Pinzhi as at the date of acquisition were
as follows:
Notes
Fair value recognised
on acquisition
RMB’000
Property and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 4,267
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 3,095
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 7,131
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106,476
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,860
Prepayments, other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,342
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,888
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(48,021)
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20,727)
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(149,594)
Tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,068)
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 (2,899)
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 (1,848)
Other payables and accruals (non-current) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,400)
Total identifiable net assets at fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,502
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15,401)
23,101
Goodwill on acquisition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 18,899
Fair value of an equity interest previously held as an investment
in a joint venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,000
The fair values of the trade and bills receivables and other receivables as at the date of acquisition amounted
to RMB62,860,000 and RMB1,113,000, respectively. The gross contractual amounts of trade and bills receivables and
other receivables were RMB62,860,000 and RMB1,113,000, respectively, with no receivables expected to be
uncollectible.
The Group incurred transaction costs of RMB122,000 for this acquisition. These transaction costs have been
expensed and are included in other losses in the consolidated statements of profit or loss.
An analysis of the cash flows in respect of the acquisition of a subsidiary in the year of acquisition is as
follows:
RMB’000
Cash consideration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Cash and cash equivalents acquired /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,888
Net inflow of cash and cash equivalents included in cash flows from
investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,888
Transaction costs of the acquisition included in cash flows from operating activities /H1118 (122)
Total net cash inflow /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,766
Since the acquisition, Mingsheng Pinzhi contributed revenue of RMB147,059,000 and net loss of
RMB12,743,000 for the year ended 31 December 2022 to the Group.
Had the combination taken place at the beginning of the acquisition year, the revenue and the profit of the
Group for the year of 2022 would have been RMB1,350,086,000 and RMB1,603,271,000, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-93 –


--- page 639 ---
38. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS
(a) Major non-cash transactions
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Additions to right-of-use
assets and lease
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,552 45,171 37,587 2,517 703
Conversion of a joint
venture to a subsidiary
(note 37) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,00 0––––
Cancellation of a forward
contract /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 173,30 7–––
Acquisition and disposal of
equity interests in non-
wholly-owned
subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 11,496 – –
Exercise of share options /H1118 –– 1 2 9––
Transfer from other
borrowings to
convertible notes /H1118/H1118/H1118/H1118/H1118– 141,65 4–––
Transfer from other
payables to convertible
notes and warrants /H1118/H1118/H1118/H1118 – – 357,280 354,522 –
Transfer from warrants and
convertible notes to
preferred shares /H1118/H1118/H1118/H1118/H1118/H1118– – 1,007,325 – –
(b) Changes in liabilities arising from financing activities
(i) Lease liabilities
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
At beginning of
year/period /H1118/H1118/H1118/H1118/H1118245,777 29,568 48,112 48,112 47,431
Termination of
leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(150,865) (241) (9,813) (1,885) –
New leases /H1118/H1118/H1118/H1118/H1118/H111812,552 45,171 37,587 2,517 703
Additions as a result
of acquisition of
subsidiaries /H1118/H1118/H1118/H11182,89 9––––
Interest expenses /H1118/H1118 12,007 3,098 1,914 994 779
Changes from
financing cash
flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(92,802) (29,484) (30,369) (16,982) (12,828)
At end of
year/period /H1118/H1118/H1118/H1118/H111829,568 48,112 47,431 32,756 36,085
APPENDIX I ACCOUNTANTS’ REPORT
– I-94 –


--- page 640 ---
(ii) Interest-bearing bank and other borrowings
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
At beginning of
year/period /H1118/H1118/H1118/H1118/H1118448,719 584,839 303,866 303,866 231,200
Transfer to
convertible notes /H1118 – (141,654) – – –
Changes from
financing cash
flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118129,738 (170,866) (79,486) (68,018) (50)
Exchange
realignment /H1118/H1118/H1118/H11186,382 31,547 6,820 2,102 –
At end of
year/period /H1118/H1118/H1118/H1118/H1118584,839 303,866 231,200 237,950 231,150
(iii) Preferred shares, warrants and convertible notes
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
At beginning of
year/period /H1118/H1118/H1118/H1118/H11189,591,232 7,561,903 7,314,124 7,314,124 7,816,400
Transfer from other
borrowings /H1118/H1118/H1118/H1118/H1118– 141,65 4–––
Transfer from other
payables /H1118/H1118/H1118/H1118/H1118/H1118– – 357,280 354,522 –
Changes from
financing cash
flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 70,827 221,360 221,360 –
Fair value changes
of preferred
shares, warrants
and convertible
notes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,815,405) (585,497) (185,989) 8,204 208,029
Exchange
realignment /H1118/H1118/H1118/H1118786,076 125,237 109,625 45,560 (33,137)
At end of
year/period /H1118/H1118/H1118/H1118/H11187,561,903 7,314,124 7,816,400 7,943,770 7,991,292
APPENDIX I ACCOUNTANTS’ REPORT
– I-95 –


--- page 641 ---
(iv) Other payables and accruals
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
At beginning of
year/period /H1118/H1118/H1118/H1118/H1118635,310 424,988 686,114 686,114 291,303
Acquisition of
additional equity
interests in non-
wholly-owned
subsidiaries /H1118/H1118/H1118/H1118 – 15,52 6–––
Transfer to preferred
shares, warrants
and convertible
notes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (357,280) (354,522) –
Acquisition of
subsidiaries /H1118/H1118/H1118/H111823,12 7––––
Within operating
activities /H1118/H1118/H1118/H1118/H1118/H1118(209,364) (28,987) (7,559) (52,819) (34,959)
Within investing
activities /H1118/H1118/H1118/H1118/H1118/H1118(6,315) – (1,792) – (6,794)
Within financing
activities /H1118/H1118/H1118/H1118/H1118/H1118(17,770) 274,587 (28,180) (18,020) (3,319)
At end of
year/period /H1118/H1118/H1118/H1118/H1118424,988 686,114 291,303 260,753 246,231
(c) Total cash outflow for leases
The total cash outflow for leases included in the consolidated statements of cash flows is as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Within operating activities /H1118 23,313 11,046 8,431 3,920 1,444
Within financing activities /H1118 92,802 29,484 30,369 16,982 12,828
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118116,115 40,530 38,800 20,902 14,272
39. COMMITMENTS
The Group had the following contractual commitments at the end of each of the Relevant Periods:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Contracted, but not provided for:
Investments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,722 39,722 38,861 36,883
APPENDIX I ACCOUNTANTS’ REPORT
– I-96 –


--- page 642 ---
40. RELATED PARTY TRANSACTIONS
(a) In addition to the pledge and guarantee provided by the shareholders detailed in note 30 to the Historical
Financial Information, the Group had the following transactions with related parties during the Relevant
Periods and the six months ended 30 June 2024:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Shareholder with
significant influence,
and its subsidiaries:
Provision of intelligence
solutions:
Marketing
Intelligence /H1118/H1118/H1118/H1118/H1118/H111828,938 21,113 16,262 11,151 6,767
Operational
intelligence /H1118/H1118/H1118/H1118/H1118/H11183,360 5,794 71 – 5,948
Industry solution
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,804 12,486 10,821 10,821 13,648
Purchase of services:
Technology services /H1118/H1118 30,178 28,086 28,951 12,332 15,246
Interest expenses /H1118/H1118/H1118/H1118/H1118/H11183,033 12,641 250 250 –
Substantial shareholder at
subsidiary level of the
Group, and its affiliates:
Provision of intelligence
solutions:
Marketing
Intelligence /H1118/H1118/H1118/H1118/H1118/H11188,234 7,725 6,535 3,278 3,940
Operational
Intelligence /H1118/H1118/H1118/H1118/H1118/H1118143,199 348,871 260,503 109,916 117,590
Joint ventures:
Provision of intelligence
solutions:
Marketing
Intelligence /H1118/H1118/H1118/H1118/H1118/H11184 2611–
Operational
Intelligence /H1118/H1118/H1118/H1118/H1118/H11183 1 –3 03 0 –
Purchase of services:
Technology services /H1118/H1118 3,545 2,412 3,845 2,482 613
Associates:
Provision of intelligence
solutions:
Marketing
Intelligence /H1118/H1118/H1118/H1118/H1118/H1118–– 1 9 1––
Industry solution
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,83 0–––
Purchase of services:
Technology services /H1118/H1118 379 3,401 451 133 –
All these transactions were carried out in accordance with the terms and conditions mutually agreed by the
parties involved.
APPENDIX I ACCOUNTANTS’ REPORT
– I-97 –


--- page 643 ---
(b) Outstanding balances with related parties
The Group had the following outstanding balances with related parties as at the end of each of the Relevant
Periods:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Due from related parties (trade)
Trade and bills receivables
A shareholder with significant influence,
and its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,385 26,638 15,610 21,164
A substantial shareholder at subsidiary
level of the Group, and its affiliates /H1118/H1118 14,168 17,249 16,778 16,056
Associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 203 –
Prepayments and other receivables
A shareholder with significant influence,
and its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,572 7,278 2,864 3,858
Joint venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861 37 – –
Associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,400 136 – –
Contract assets
A shareholder with significant influence,
and its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,446 1,078 61 1,072
Associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1 2 2––
Due from related parties (non-trade)
Other receivables*
Associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,031 4,011 4,026 4,000
Other related party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118160 220 443 –
Due to related parties (trade)
Trade payables
A shareholder with significant influence,
and its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,355 4,305 3,525 862
Joint venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,468 1,656 2,349 1,432
Associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118418 106 107 –
Other related party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– 5 1–
Other payables and accruals
A shareholder with significant influence,
and its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109 229 705 565
Other related party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118236 387 793 –
Contract liabilities
A shareholder with significant influence,
and its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,399 34,055 33,379 22,916
A substantial shareholder at subsidiary
level of the Group, and its affiliates /H1118/H1118 88,644 53,019 35,723 20,182
Associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,06 4–––
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 644 ---
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Due to related parties (non-trade)
Other payables*
Joint venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 214 –
Other related party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118761 15,090 5,624 5,079
Interest-bearing other borrowings, secured
A shareholder with significant influence,
and its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118139,29 3–––
Interest-bearing other borrowings,
unsecured
A shareholder with significant influence,
and its subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,892 14,831 – –
* Except for a non-trade amount due from an associate of RMB4,000,000 as at 31 December 2024 and 30
June 2025 which is repayable by instalments on or before 31 October 2026, those outstanding balances
of other receivables and other payables with related parties are unsecured, interest free and are repayable
on demand.
(c) Compensation of key management personnel of the Group
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Short-term employee
benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,648 7,228 10,958 3,203 2,679
Share-based payment
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,593 2,970 4,190 1,039 3,654
Post-employment benefits /H1118 345 367 210 143 59
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,586 10,565 15,358 4,385 6,392
Further details of directors’ and the chief executive’s emoluments are included in note 8 to the Historical
Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
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41. FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of each of the categories of financial instruments as at the end of each of the Relevant
Periods are as follows:
Financial assets
As at 31 December 2022
Financial assets
at fair value
through
profit or loss –
Mandatorily
designated as
such
Equity
investments
designated at
fair value
though other
comprehensive
income
Financial assets
at amortised cost Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118163,649 – – 163,649
Equity investments designated at
fair value through other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 13,956 – 13,956
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118– – 528,841 528,841
Financial assets included in
prepayments, other receivables
and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 69,617 69,617
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 180,931 180,931
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 21,134 21,134
Pledged deposits and restricted cash /H1118 – – 196,194 196,194
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118163,649 13,956 996,717 1,174,322
As at 31 December 2023
Financial assets
at fair value
through
profit or loss –
Mandatorily
designated as
such
Equity
investments
designated at
fair value
though other
comprehensive
income
Financial assets
at amortised cost Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118144,852 – – 144,852
Equity investments designated at
fair value through other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 13,006 – 13,006
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118– – 522,547 522,547
Financial assets included in
prepayments, other receivables
and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 56,905 56,905
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 294,915 294,915
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 13,253 13,253
Pledged deposits and restricted cash /H1118 – – 162,326 162,326
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118144,852 13,006 1,049,946 1,207,804
APPENDIX I ACCOUNTANTS’ REPORT
– I-100 –


--- page 646 ---
As at 31 December 2024
Financial assets
at fair value
through
profit or loss –
Mandatorily
designated as
such
Equity
investments
designated at
fair value
though other
comprehensive
income
Financial assets
at amortised cost Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118127,224 – – 127,224
Equity investments designated at
fair value through other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 11,147 – 11,147
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118– – 547,354 547,354
Financial assets included in
prepayments, other receivables
and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 57,382 57,382
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 400,370 400,370
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 13,570 13,570
Pledged deposits and restricted cash /H1118 – – 147,677 147,677
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118127,224 11,147 1,166,353 1,304,724
As at 30 June 2025
Financial assets
at fair value
through
profit or loss –
Mandatorily
designated as
such
Equity
investments
designated at
fair value
though other
comprehensive
income
Financial assets
at amortised cost Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118127,987 – – 127,987
Equity investments designated at
fair value through other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 11,432 – 11,432
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118– – 567,197 567,197
Financial assets included in
prepayments, other receivables
and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 36,741 36,741
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 360,552 360,552
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 23,683 23,683
Pledged deposits and restricted cash /H1118 – – 157,096 157,096
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118127,987 11,432 1,145,269 1,284,688
APPENDIX I ACCOUNTANTS’ REPORT
– I-101 –


--- page 647 ---
Financial liabilities
As at 31 December 2022
Financial liabilities
at fair value
through profit or
loss designated as
such upon initial
recognition
Financial liabilities
at amortised cost Total
RMB’000 RMB’000 RMB’000
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 248,079 248,079
Financial liabilities included in other payables
and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 235,200 235,200
Interest-bearing bank and other borrowings /H1118/H1118/H1118/H1118 – 584,839 584,839
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 29,568 29,568
Preferred shares, warrants and convertible notes /H1118 7,561,903 – 7,561,903
Other liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118185,046 – 185,046
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,746,949 1,097,686 8,844,635
As at 31 December 2023
Financial liabilities
at fair value
through profit or
loss designated as
such upon initial
recognition
Financial liabilities
at amortised cost Total
RMB’000 RMB’000 RMB’000
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 237,012 237,012
Financial liabilities included in other payables
and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 550,956 550,956
Interest-bearing bank and other borrowings /H1118/H1118/H1118/H1118 – 303,866 303,866
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 48,112 48,112
Preferred shares, warrants and convertible notes /H1118 7,314,124 – 7,314,124
Other liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,349 – 11,349
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,325,473 1,139,946 8,465,419
As at 31 December 2024
Financial liabilities
at fair value
through profit or
loss designated as
such upon initial
recognition
Financial liabilities
at amortised cost Total
RMB’000 RMB’000 RMB’000
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 193,749 193,749
Financial liabilities included in other payables
and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 167,744 167,744
Interest-bearing bank and other borrowings /H1118/H1118/H1118/H1118 – 231,200 231,200
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 47,431 47,431
Preferred shares, warrants and convertible notes /H1118 7,816,400 – 7,816,400
Other liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,846 – 23,846
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,840,246 640,124 8,480,370
APPENDIX I ACCOUNTANTS’ REPORT
– I-102 –


--- page 648 ---
As at 30 June 2025
Financial liabilities
at fair value
through profit or
loss designated as
such upon initial
recognition
Financial liabilities
at amortised cost Total
RMB’000 RMB’000 RMB’000
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 196,373 196,373
Financial liabilities included in other payables
and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 144,664 144,664
Interest-bearing bank and other borrowings /H1118/H1118/H1118/H1118 – 231,150 231,150
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 36,085 36,085
Preferred shares, warrants and convertible notes /H1118 7,991,292 – 7,991,292
Other liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,639 – 25,639
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,016,931 608,272 8,625,203
42. FAIR V ALUE AND FAIR V ALUE HIERARCHY OF FINANCIAL INSTRUMENTS
The carrying amounts and fair values of the Group’s financial instruments, other than those with carrying
amounts that reasonably approximate to fair values, are as follows:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets:
Pledged deposits and restricted cash,
non-current portion
Carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,08 5–––
Fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,95 6–––
Time deposits, non-current portion
Carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,134 10,239 – –
Fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,253 9,812 – –
Other receivables and other assets,
non-current portion
Carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,645 10,027 13,523 14,899
Fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,160 9,609 12,910 14,223
Financial investments at fair value through
profit or loss
Carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118163,649 144,852 127,224 127,987
Fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118163,649 144,852 127,224 127,987
Equity investments designated at fair value
through other comprehensive income
Carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,956 13,006 11,147 11,432
Fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,956 13,006 11,147 11,432
APPENDIX I ACCOUNTANTS’ REPORT
– I-103 –


--- page 649 ---
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Financial liabilities:
Due to founder shareholders of
subsidiaries included in other payables
and accruals, non-current portion
Carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,569 6,723 6,794 –
Fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,295 6,443 6,486 –
Other payables included in other payables
and accruals, non-current portion
Carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,400 1,600 800 800
Fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,300 1,533 764 764
Preferred shares, warrants and convertible
notes
Carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,561,903 7,314,124 7,816,400 7,991,292
Fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,561,903 7,314,124 7,816,400 7,991,292
Other liabilities
Carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118185,046 11,349 23,846 25,639
Fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118185,046 11,349 23,846 25,639
Management has assessed that the fair values of cash and cash equivalents, current portion of time deposits
and pledged deposits and restricted cash, trade and bills receivables, financial assets included in prepayments, other
receivables and other assets, trade and bills payables, financial liabilities included in other payables and accruals, and
interest-bearing bank and other borrowings approximate to their carrying amounts largely due to the short-term
maturities of these instruments.
The Group’s senior management is responsible for determining the policies and procedures for the fair value
measurement of financial instruments. At the end of each of the Relevant Periods, the finance department analyses
the movements in the values of financial instruments and determines the major inputs applied in the valuation. The
valuation is reviewed and approved by the senior management.
The fair values of the financial assets and liabilities are included at the amount at which the instrument could
be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following
methods and assumptions were used to estimate the fair values:
The fair values of non-current portion of pledged deposits and restricted cash and time deposits, non-current
portion of other receivables and other assets and non-current portion of due to founder shareholders of subsidiaries
included in other payables and accruals have been estimated by using a discounted cash flow valuation model based
on the market interest rates of instruments with similar terms and risks.
The fair values of certain preferred shares investments in unlisted entities included in financial assets at fair
value through profit or loss have been estimated using three different methods. The first method is market approach
based on assumptions that are not supported by observable market prices or rates. Under market approach, the
valuation requires that directors to determine comparable public companies (peers) based on industry and size and
to calculate an enterprise price-to-sales (“Price/Sales”) multiple for each comparable companies identified. The
multiple is calculated by dividing the enterprise value of the comparable company by the sales amount. The multiple
is then discounted for considerations such as illiquidity. The second method is discounted cash flow method, which
requires the directors to estimate the discount rate. The directors believe that the estimated fair values resulting from
Price/Sales multiple and discounted cash flow income approach, which are recorded in the consolidated statements
of financial position, and the related change in fair value, which is recorded in profit or loss, are reasonable and are
the most appropriate values. The third method is recent transaction method, which requires the directors to estimate
the DLOM and volatility.
APPENDIX I ACCOUNTANTS’ REPORT
– I-104 –


--- page 650 ---
The fair values of wealth management products issued by commercial banks operating in Mainland China
included in financial assets at fair value through profit or loss have been estimated using the quotations provided by
the relevant commercial banks or discounted cash flow method, which requires the directors to estimate the expected
yield and discount rate.
The fair values of an unlisted equity investment included in financial investments at fair value through other
comprehensive income have been estimated using market approach based on assumptions that are not supported by
observable market prices or rates. The valuation requires that directors to determine comparable public companies
(peers) based on industry and size and to calculate an enterprise Price/Sales multiple for each comparable companies
identified. The multiple is calculated by dividing the enterprise value of the comparable company by the sales
amount. The multiple is then discounted for considerations such as illiquidity. The directors believe that the estimated
fair values resulting from Price/Sales multiple, which are recorded in the consolidated statements of financial
position, and the related change in fair value, which is recorded in other comprehensive income, are reasonable and
are the most appropriate values.
The fair values of the forward contract liability included in other liabilities have been estimated using the
present value of the forward repurchase price, which requires the directors to make estimates about the discount rate.
The fair value of the put option liabilities included in other liabilities have been estimated using binomial
model, which requires the directors to estimate weighted average cost of capital and DLOM.
The details of the methods and assumptions used to estimate the fair values of the preferred shares, warrants
and convertible notes are set out in note 32 to the Historical Financial Information.
Fair value hierarchy
The following table illustrates the fair value measurement hierarchy of the Group’s financial assets:
Assets measured at fair value:
As at 31 December 2022
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial investments at fair value
through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 23,239 140,410 163,649
Equity investments designated at
fair value through other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 13,956 13,956
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 23,239 154,366 177,605
APPENDIX I ACCOUNTANTS’ REPORT
– I-105 –


--- page 651 ---
As at 31 December 2023
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial investments at fair value
through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,370 141,482 144,852
Equity investments designated at
fair value through other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 13,006 13,006
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,370 154,488 157,858
As at 31 December 2024
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial investments at fair value
through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 127,224 127,224
Equity investments designated at
fair value through other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 11,147 11,147
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 138,371 138,371
As at 30 June 2025
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial investments at fair value
through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,500 124,487 127,987
Equity investments designated at
fair value through other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 11,432 11,432
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,500 135,919 139,419
APPENDIX I ACCOUNTANTS’ REPORT
– I-106 –


--- page 652 ---
The movements in fair value measurements within Level 3 during the Relevant Periods are as follows:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Financial investments at fair value through
profit or loss
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118172,129 140,410 141,482 127,224
Fair value (losses)/gains recognised in
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(26,464) 1,765 (14,258) (2,737)
Disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,255) (693) – –
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140,410 141,482 127,224 124,487
Equity investments designated at fair value
through other comprehensive income
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,857 13,956 13,006 11,147
Fair value (losses)/gains recognised in
other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,401) (950) (2,301) 285
Purchase /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,500 – 442 –
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,956 13,006 11,147 11,432
Liabilities measured at fair value:
As at 31 December 2022
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Preferred shares, warrants and
convertible notes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 7,561,903 7,561,903
Other liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 185,046 185,046
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 7,746,949 7,746,949
As at 31 December 2023
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Preferred shares, warrants and
convertible notes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 7,314,124 7,314,124
Other liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 11,349 11,349
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 7,325,473 7,325,473
APPENDIX I ACCOUNTANTS’ REPORT
– I-107 –


--- page 653 ---
As at 31 December 2024
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Preferred shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 7,816,400 7,816,400
Other liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 23,846 23,846
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 7,840,246 7,840,246
As at 30 June 2025
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Preferred shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 7,991,292 7,991,292
Other liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 25,639 25,639
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 8,016,931 8,016,931
The movements in fair value measurements within Level 3 during the year are as follows:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Preferred shares, warrants and convertible
notes
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,591,232 7,561,903 7,314,124 7,816,400
Issuance of preferred shares, warrants and
convertible notes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 212,481 578,640 –
Fair value (gains)/losses recognised in profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,815,405) (585,497) (185,989) 208,029
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118786,076 125,237 109,625 (33,137)
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,561,903 7,314,124 7,816,400 7,991,292
Other liabilities
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118180,151 185,046 11,349 23,846
Fair value losses recognised in profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,895 1,397 12,497 1,793
Cancellation of a forward contract /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (175,094) – –
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118185,046 11,349 23,846 25,639
During the Relevant Periods, there were no transfers of fair value measurements between Level 1 and Level
2 and no transfers into or out of Level 3 for both financial assets and financial liabilities.
APPENDIX I ACCOUNTANTS’ REPORT
– I-108 –


--- page 654 ---
Assets for which fair values are disclosed:
As at 31 December 2022
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Pledged deposits and restricted cash,
non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,956 – 2,956
Time deposits, non-current portion /H1118 – 20,253 – 20,253
Other receivables and other assets,
non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 11,160 – 11,160
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 34,369 – 34,369
As at 31 December 2023
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Time deposits, non-current portion /H1118 – 9,812 – 9,812
Other receivables and other assets,
non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 9,609 – 9,609
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 19,421 – 19,421
As at 31 December 2024
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Other receivables and other assets,
non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,910 – 12,910
As at 30 June 2025
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Other receivables and other assets,
non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 14,223 – 14,223
APPENDIX I ACCOUNTANTS’ REPORT
– I-109 –


--- page 655 ---
Liabilities for which fair values are disclosed:
As at 31 December 2022
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Due to founder shareholders of
subsidiaries included in other
payables and accruals, non-current
portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,295 – 6,295
Other payables included in other
payables and accruals, non-current
portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,300 – 2,300
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,595 – 8,595
As at 31 December 2023
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Due to founder shareholders of
subsidiaries included in other
payables and accruals, non-current
portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,443 – 6,443
Other payables included in other
payables and accruals, non-current
portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,533 – 1,533
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,976 – 7,976
As at 31 December 2024
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Due to founder shareholders of
subsidiaries included in other
payables and accruals, non-current
portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,486 – 6,486
Other payables included in other
payables and accruals, non-current
portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 764 – 764
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,250 – 7,250
APPENDIX I ACCOUNTANTS’ REPORT
– I-110 –


--- page 656 ---
As at 30 June 2025
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Other payables included in other
payables and accruals, non-current
portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 764 – 764
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 764 – 764
Below are summaries of significant unobservable inputs to the valuation of financial instruments together with
a quantitative sensitivity analysis:
As at 31 December 2022
Valuation
technique
Significant
unobservable input Range
Increase/
(decrease) in
input
Increase/
(decrease) in
fair value
% RMB’000
Financial investments at
fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118
Discounted cash
flow method
Weighted average
cost of capital
22.00%-22.50% 10 (8,317)
(10) 9,649
Discount for lack of
marketability
5.00%-29.50% 10 (1,704)
(10) 1,705
V aluation
multiples
Average Price/Sales
multiple of peers
2.26-4.82 10 311
(10) (293)
Discount for lack of
marketability
3.53%-32.28% 10 (192)
(10) 192
Recent
transaction
method
Discount for lack of
marketability
20.00% 10 (309)
(10) 309
Equity investments at
fair value through other
comprehensive income /H1118
V aluation
multiples
Average Price/Sales
multiple of peers
4.50-5.00 10 1,001
(10) (1,001)
Discount for lack of
marketability
20.00% 10 (250)
(10) 250
Other liabilities /H1118/H1118/H1118/H1118/H1118/H1118Binomial model Weighted average
cost of capital
20.00% 10 (202)
(10) 218
Preferred shares, warrants
and convertible notes /H1118/H1118
Discounted cash
flow method
Discount for lack of
marketability
10% 10 (68,022)
(10) 72,940
Discount rate 18.00% 10 (1,133,823)
(10) 1,424,811
APPENDIX I ACCOUNTANTS’ REPORT
– I-111 –


--- page 657 ---
As at 31 December 2023
Valuation
technique
Significant
unobservable input Range
Increase/
(decrease) in
input
Increase/
(decrease) in
fair value
% RMB’000
Financial investments at
fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118
Discounted cash
flow method
Weighted average
cost of capital
22.00% 10 (6,506)
(10) 7,241
Discount for lack of
marketability
3.50%-29.50% 10 (1,398)
(10) 1,398
V aluation
multiples
Average Price/Sales
multiple of peers
2.18-5.60 10 2,327
(10) (2,259)
Discount for lack of
marketability
1.86%-32.28% 10 (382)
(10) 382
Equity investments at
fair value through other
comprehensive income /H1118
V aluation
multiples
Average Price/Sales
multiple of peers
4.78-5.40 10 800
(10) (951)
Discount for lack of
marketability
20.00% 10 (300)
(10) 150
Other liabilities /H1118/H1118/H1118/H1118/H1118/H1118Binomial model Weighted average
cost of capital
20.00% 10 (265)
(10) 281
Preferred shares, warrants
and convertible notes /H1118
Discounted cash
flow method
Discount for lack of
marketability
10% 10 (65,103)
(10) 59,622
Discount rate 17.00% 10 (983,249)
(10) 1,206,347
Binomial model V olatility 45.39% 10 3,541
(10) (3,541)
As at 31 December 2024
Valuation
technique
Significant
unobservable input Range
Increase/
(decrease) in
input
Increase/
(decrease) in
fair value
% RMB’000
Financial investments at
fair value through profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Discounted cash
flow method
Weighted average
cost of capital
22.00% 10
(10)
(6,961)
8,003
Discount for lack of
marketability
2.00%-32.00% 10
(10)
(1,273)
1,273
V aluation
multiples
Average Price/Sales
multiple of peers
2.59-6.17 10
(10)
3,022
(2,884)
Discount for lack of
marketability
1.00%-28.46% 10
(10)
(725)
725
Equity investments at fair
value through other
comprehensive income /H1118
V aluation
multiples
Average Price/Sales
multiple of peers
4.55-5.60 10 900
(10) (950)
Discount for lack of
marketability
20.00% 10 (250)
(10) 250
Other liabilities /H1118/H1118/H1118/H1118/H1118/H1118Binomial model Weighted average
cost of capital
20.00% 10 (299)
(10) 308
Preferred shares /H1118/H1118/H1118/H1118/H1118/H1118Discounted cash
flow method
Discount for lack of
marketability
10% 10
(10)
(87,663)
87,533
Discount rate 16.00% 10
(10)
(1,047,379)
1,324,017
APPENDIX I ACCOUNTANTS’ REPORT
– I-112 –


--- page 658 ---
As at 30 June 2025
Valuation
technique
Significant
unobservable input Range
Increase/
(decrease) in
input
Increase/
(decrease) in
fair value
% RMB’000
Financial investments at
fair value through profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Discounted cash
flow method
Weighted average
cost of capital
22.00% 10
(10)
(6,769)
7,712
Discount for lack of
marketability
1.50%-32.00% 10
(10)
(1,430)
1,430
V aluation
multiples
Average Price/Sales
multiple of peers
1.95-6.38 10
(10)
2,980
(2,893)
Discount for lack of
marketability
2.35%-28.36% 10
(10)
(693)
693
Equity investments at fair
value through other
comprehensive income /H1118
V aluation
multiples
Average Price/Sales
multiple of peers
4.44-5.42 10
(10)
1,000
(1,050)
Discount for lack of
marketability
20.00% 10
(10)
(300)
250
Other liabilities /H1118/H1118/H1118/H1118/H1118/H1118Binomial model Weighted average
cost of capital
20.00% 10
(10)
(121)
123
Preferred shares /H1118/H1118/H1118/H1118/H1118/H1118Discounted cash
flow method
Discount for lack of
marketability
10% 10
(10)
(7,159)
7,159
Discount rate 16.00% 10
(10)
(1,417,403)
1,818,284
43. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise cash and bank deposits and interest-bearing bank and
other borrowings. The main purpose of these financial instruments is to raise finance for the Group’s operations. The
Group has various other financial assets and liabilities such as trade and bills receivables, and trade and bills
payables, which arise directly from its operations.
The main risks arising from the Group’s financial instruments are foreign currency risk, credit risk and
liquidity risk. The board of directors reviews and agrees policies for managing each of these risks and they are
summarised below.
Foreign currency risk
The Group mainly operates in Mainland China with most of the Group’s monetary assets, liabilities and
transactions principally denominated in RMB and USD. The Group has not used any derivative to hedge its exposure
to foreign currency risk.
The following table indicates the approximate change in the Group’s profit before tax in response to reasonably
possible changes in the USD exchange rate to which the Group has significant exposure at the end of each of the
Relevant Periods with all other variables held constant:
31 December 2022
Changes in
exchange rate
(Decrease)/increase
in profit before tax
% RMB’000
If the RMB weakens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 (780)
If the RMB strengthens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1) 780
APPENDIX I ACCOUNTANTS’ REPORT
– I-113 –


--- page 659 ---
31 December 2023
Changes in
exchange rate
Increase/(decrease)
in profit before tax
% RMB’000
If the RMB weakens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 839
If the RMB strengthens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1) (839)
31 December 2024
Changes in
exchange rate
Increase/(decrease)
in profit before tax
% RMB’000
If the RMB weakens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 729
If the RMB strengthens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1) (729)
30 June 2025
Changes in
exchange rate
Increase/(decrease)
in profit before tax
% RMB’000
If the RMB weakens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 1,672
If the RMB strengthens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1) (1,672)
Credit risk
The Group trades only with recognised and creditworthy third parties. It is the Group’s policy that all
customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable
balances are monitored on an ongoing basis and the Group’s exposure to bad debts is not significant.
Maximum exposure and year-end staging
The tables below show the credit quality and the maximum exposure to credit risk based on the Group’s credit
policy, which is mainly based on past due information unless other information is available without undue cost or
effort, and year-end staging classification as at the end of each of the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-114 –


--- page 660 ---
The amounts presented are gross carrying amounts for financial assets.
As at 31 December 2022
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills
receivables* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118516 – – 585,150 585,666
Contract assets* /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 13,470 13,470
Financial assets included
in prepayments, other
receivables and other
assets
– Normal
# /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861,31 0––– 61,310
– Doubtful # /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 20,011 2,624 – 22,635
Cash and cash equivalents /H1118 180,93 1––– 180,931
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,13 4––– 21,134
Pledged deposits and
restricted cash /H1118/H1118/H1118/H1118/H1118/H1118196,19 4––– 196,194
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118460,085 20,011 2,624 598,620 1,081,340
As at 31 December 2023
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills
receivables* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,004 – – 593,178 594,182
Contract assets* /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 7,617 7,617
Financial assets included
in prepayments, other
receivables and other
assets
– Normal
# /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,06 7––– 51,067
– Doubtful # /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 13,816 7,921 – 21,737
Cash and cash equivalents /H1118 294,91 5––– 294,915
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,25 3––– 13,253
Pledged deposits and
restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118162,32 6––– 162,326
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118522,565 13,816 7,921 600,795 1,145,097
APPENDIX I ACCOUNTANTS’ REPORT
– I-115 –


--- page 661 ---
As at 31 December 2024
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills
receivables* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,191 – – 646,058 647,249
Contract assets* /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 4,373 4,373
Financial assets included
in prepayments, other
receivables and other
assets
– Normal
# /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,22 7––– 54,227
– Doubtful # /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 13,805 2,966 – 16,771
Cash and cash equivalents /H1118 400,37 0––– 400,370
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,57 0––– 13,570
Pledged deposits and
restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118147,67 7––– 147,677
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118617,035 13,805 2,966 650,431 1,284,237
As at 30 June 2025
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills
receivables* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,979 – – 672,104 679,083
Contract assets* /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 4,234 4,234
Financial assets included
in prepayments, other
receivables and other
assets
– Normal
# /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,61 2––– 34,612
– Doubtful # /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 13,805 2,491 – 16,296
Cash and cash equivalents /H1118 360,55 2––– 360,552
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,68 3––– 23,683
Pledged deposits and
restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118157,09 6––– 157,096
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118582,922 13,805 2,491 676,338 1,275,556
* For trade and bills receivables and contract assets to which the Group applies the simplified approach
for impairment, information based on the provision matrix is disclosed in note 23 and note 24 to the
Historical Financial Information.
# The credit quality of financial assets included in prepayments, other receivables and other assets is
considered to be “normal” when they are not past due and there is no information indicating that the
financial assets had a significant increase in credit risk since initial recognition. Otherwise, the credit
quality of the financial assets is considered to be “doubtful”.
Further quantitative data in respect of the Group’s exposure to credit risk arising from trade and bills
receivables are disclosed in note 23 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-116 –


--- page 662 ---
Liquidity risk
The Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management
of the Group to finance the operations and mitigate the effects of fluctuations in cash flows.
The maturity profile of the Group’s financial liabilities as at the end of each of the Relevant Periods, based
on the contractual undiscounted payments, is as follows:
As at 31 December 2022
On demand or less
than one year One to five years Total
RMB’000 RMB’000 RMB’000
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118248,079 – 248,079
Financial liabilities included in other payables
and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118226,231 8,969 235,200
Interest-bearing bank and other borrowings /H1118/H1118/H1118/H1118588,433 – 588,433
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,625 19,830 32,455
Preferred shares, warrants and
convertible notes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,633,807 – 10,633,807
Other liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118208,701 – 208,701
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,917,876 28,799 11,946,675
As at 31 December 2023
On demand or less
than one year One to five years Total
RMB’000 RMB’000 RMB’000
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118237,012 – 237,012
Financial liabilities included in other payables
and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118542,633 8,323 550,956
Interest-bearing bank and other borrowings /H1118/H1118/H1118/H1118310,783 – 310,783
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,871 21,077 52,948
Preferred shares, warrants and
convertible notes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,846,442 – 10,846,442
Other liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,607 – 33,607
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,002,348 29,400 12,031,748
As at 31 December 2024
On demand or less
than one year One to five years Total
RMB’000 RMB’000 RMB’000
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118193,749 – 193,749
Financial liabilities included in other payables
and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118160,150 7,594 167,744
Interest-bearing bank and other borrowings /H1118/H1118/H1118/H1118231,389 – 231,389
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,989 27,164 51,153
Preferred shares (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 14,925,452 14,925,452
Other liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,607 – 33,607
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118642,884 14,960,210 15,603,094
APPENDIX I ACCOUNTANTS’ REPORT
– I-117 –


--- page 663 ---
As at 30 June 2025
On demand or less
than one year One to five years Total
RMB’000 RMB’000 RMB’000
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118196,373 – 196,373
Financial liabilities included in other payables
and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118143,864 800 144,664
Interest-bearing bank and other borrowings /H1118/H1118/H1118/H1118231,327 – 231,327
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,287 18,351 37,638
Preferred shares (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,863,577 – 14,863,577
Other liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,607 – 33,607
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,488,035 19,151 15,507,186
(i) The amount disclosed in the liquidity risk of preferred shares and warrants is the original issue price plus
the respective predetermined interest (the “Redemption Amount”), assuming that the holders of the
preferred shares and warrants request the Company to redeem all of the preferred shares and warrants
due to no consummation of a QIPO of the Company’s shares before 31 December 2022. With the effects
of the amendments of memorandum and articles of association of the Company on 20 November 2023
and 31 October 2024, the assumption of occurrence of redemption event has been changed to 31
December 2024 and 30 June 2026 and further changed to 31 December 2026 through the amendments
of memorandum and articles of association of the Company on 10 September 2025.
The amount disclosed in the liquidity risk of convertible notes as of 31 December 2023 is the principal
amount of the convertible notes plus the respective predetermined interest, assuming that the redemption
event was to be triggered before 31 December 2024, and the holders of the convertible notes was to
request to redeem all the convertible notes. With the effects of the amendments of memorandum and
articles of association of the Company on 10 September 2025, the assumption of occurrence of
redemption event has been changed to 31 December 2026.
Capital management
The primary objectives of the Group’s capital management are to safeguard the Group’s ability to continue as
a going concern and to maintain healthy capital ratios in order to support its business and maximise shareholders’
value.
The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions
and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Group may return
capital to shareholders or issue new shares. The Group is not subject to any externally imposed capital requirements.
No changes were made in the objectives, policies or processes for managing capital during the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-118 –


--- page 664 ---
The Group monitors capital using a gearing ratio, which is net debt divided by the capital plus net debt. Net
debt includes trade and bills payables, financial liabilities included in other payables and accruals, interest-bearing
bank and other borrowings and lease liabilities, less cash and cash equivalents and time deposits. Capital includes
the preferred shares, warrants and convertible notes, other liabilities and equity. At the end of each of the Relevant
Periods, the gearing ratios are as follows:
31 December
2022
31 December
2023
31 December
2024
30 June
2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118248,079 237,012 193,749 196,373
Financial liabilities included in other
payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118235,200 550,956 167,744 144,664
Interest-bearing bank and other
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118584,839 303,866 231,200 231,150
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,568 48,112 47,431 36,085
Less: cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118180,931 294,915 400,370 360,552
Less: time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,134 13,253 13,570 23,683
Net debt /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118895,621 831,778 226,184 224,037
Preferred shares, warrants and convertible
notes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,561,903 7,314,124 7,816,400 7,991,292
Other liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118185,046 11,349 23,846 25,639
Equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,883,889) (6,426,455) (6,399,964) (6,566,365)
Adjusted capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118863,060 899,018 1,440,282 1,450,566
Capital and net debt /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,758,681 1,730,796 1,666,466 1,674,603
Gearing ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850.9% 48.1% 13.6% 13.4%
44. EVENTS AFTER THE RELEV ANT PERIODS
Certain key features of the preferred shares were modified subsequent to the end of the Relevant Periods,
details of which are set out in note 32 to the Historical Financial Information.
45. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company, the Group or any of the companies now
comprising the Group in respect of any period subsequent to 30 June 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-119 –


--- page 665 ---
UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET
TANGIBLE ASSETS ATTRIBUTABLE TO OWNERS OF OUR COMPANY
The following is an illustrative statement of the unaudited pro forma adjusted
consolidated net tangible assets which has been prepared in accordance with Rule 4.29 of the
Listing Rules for the purpose of illustrating the effect of the Global Offering as if it had taken
place on 30 June 2025 and based on the consolidated net tangible liabilities attributable to
equity holders of our Company as of 30 June 2025 as shown in the Accountants’ Report, the
text of which is set out in Appendix I to this document, and adjusted as described below.
The unaudited pro forma statement of adjusted consolidated net tangible assets has been
prepared for illustrative purposes only and, because of its hypothetical nature, it may not give
a true picture of the consolidated net tangible assets of us had the Global Offering been
completed as of 30 June 2025 or at any future dates.
Consolidated net
tangible liabilities of
our Group
attributable to
owners of our
Company as of
30 June 2025
Estimated net
proceeds from
the Global
Offering
Estimated impact
related to the
conversions of
preferred shares
into Class A ordinary
shares upon Listing
Unaudited pro forma
adjusted consolidated
net tangible assets
attributable to the
owners of our
Company as of
30 June 2025
Unaudited pro
forma adjusted
consolidated net
tangible assets per
Share
RMB’000 RMB’000 RMB’000 RMB’000 RMB HK$
(Note 1) (Note 2) (Note 3) (Note 4) (Note 5)
Based on an Offer
Price of HK$141.00
per share /H1118/H1118/H1118/H1118/H1118/H1118(7,397,651) 877,156 7,991,292 1,470,797 10.19 11.16
Notes :
(1) The consolidated net tangible liabilities attributable to the owners of our Company as of 30 June 2025 is
extracted from the Accountant’s Report set forth in Appendix I to this Prospectus, which is based on the
consolidated net liabilities attributable to the owners of our Company of RMB6,602,570,000 as of 30 June
2025 with adjustments for the goodwill of RMB754,823,000 and other intangible assets of RMB40,258,000 as
of 30 June 2025.
(2) The estimated net proceeds from the Global Offering are based on estimated Offer Price of HK$141.00 per
Offer Share, after deduction of the estimated underwriting fees and other related expenses of the Group
(excluding RMB53,380,000 which had been charged to the consolidated statements of profit or loss up to 30
June 2025), without taking into account any shares which may be issued upon the exercise of the
Over-allotment Option.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 666 ---
(3) Upon the Listing and the completion of the Global Offering, all the preferred shares issued by our Company
will be automatically converted into Class A ordinary shares. Upon conversion, these preferred shares will be
reclassified from liabilities to equity.
(4) The unaudited pro forma adjusted consolidated net tangible assets per share are on the basis that 144,378,361
shares are in issue, assuming the Global Offering, the conversion of the preferred shares had been completed
on 30 June 2025, without taking into account the exercise of the Over-allotment Option.
(5) For the purpose of this unaudited pro forma adjusted consolidated net tangible assets, the balance stated in
Renminbi is converted into Hong Kong dollars at a rate of HK$1.00 to RMB0.91305. No representation is
made that Renminbi has been, could have been or may be converted to Hong Kong dollars, or vice versa, at
that rate.
(6) Except as disclosed above, no adjustment has been made to reflect any trading results or other transactions of
our Group entered into subsequent to 30 June 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
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--- page 667 ---
INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF PRO FORMA FINANCIAL INFORMATION
To the Directors of Mininglamp Technology
We have completed our assurance engagement to report on the compilation of pro forma
financial information of Mininglamp Technology (the “Company”, formerly known as Leading
Smart Holdings Limited) and its subsidiaries (hereinafter collectively referred to as the
“Group”) by the directors of the Company (the “Directors”) for illustrative purposes only. The
pro forma financial information consists of the pro forma consolidated net tangible assets as
at 30 June 2025, and related notes as set out on pages II-1 to II-2 of the prospectus dated 23
October 2025 issued by the Company (the “Pro Forma Financial Information”). The applicable
criteria on the basis of which the Directors have compiled the Pro Forma Financial Information
are described on pages II-1 to II-2.
The Pro Forma Financial Information has been compiled by the Directors to illustrate the
impact of the global offering of shares of the Company on the Group’s financial position as at
30 June 2025 as if the transaction had taken place at 30 June 2025. As part of this process,
information about the Group’s financial position, has been extracted by the Directors from the
Group’s financial statements for the period ended 30 June 2025, on which an accountants’
report has been published.
Directors’ responsibility for the Pro Forma Financial Information
The Directors are responsible for compiling the 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”) with reference to Accounting Guideline
(“AG”) 7 Preparation of Pro Forma Financial Information for Inclusion in Investment
Circulars 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 1 Quality Management for
Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related
Services Engagements which requires the firm to design, implement and operate a system of
quality management including policies or procedures regarding compliance with ethical
requirements, professional standards and applicable legal and regulatory requirements.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 668 ---
Reporting accountants’ responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the
Listing Rules, on the 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 Pro Forma Financial Information beyond that owed
to those to whom those reports were addressed by us at the dates of their issue.
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 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 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 Pro Forma Financial Information.
The purpose of the Pro Forma Financial Information included in the Prospectus is solely
to illustrate the impact of the global offering of shares of the Company on unadjusted financial
information of the Group as if 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 transaction would have been as presented.
A reasonable assurance engagement to report on whether the 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 Pro Forma Financial Information provide a reasonable basis for presenting
the significant effects directly attributable to the transaction, and to obtain sufficient
appropriate evidence about whether:
 the related pro forma adjustments give appropriate effect to those criteria; and
 the 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 transaction in respect
of which the Pro Forma Financial Information has been compiled, and other relevant
engagement circumstances.
The engagement also involves evaluating the overall presentation of the Pro Forma
Financial Information.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


--- page 669 ---
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 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 purpose of the Pro Forma Financial
Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
Ernst & Y oung
Certified Public Accountants
Hong Kong
23 October 2025
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-5 –


--- page 670 ---
SUMMARY OF THE CONSTITUTION OF THE COMPANY
1 Memorandum of Association
The Memorandum of Association of the Company was conditionally adopted on October
15, 2025 and states, inter alia, that the liability of the members of the Company is limited, that
the objects for which the Company is established are unrestricted and the Company shall have
full power and authority to carry out any object not prohibited by the Companies Act or any
other law of the Cayman Islands.
The Memorandum of Association is on display on the websites of the Stock Exchange and
the Company as specified in the section headed “Document Delivered to the Registrar of
Companies in Hong Kong and Available on Display—Documents Available on Display” in
Appendix V .
2 Articles of Association
The Articles of Association of the Company were conditionally adopted on October 15,
2025 and include provisions to the following effect:
2.1 Classes of Shares
(a) Share capital
The share capital of the Company consists of Class A Shares and Class B Shares.
The capital of the Company at the date of adoption of the Articles is US$500,000 divided
into 400,000,000 Class A Shares of US$0.001 each and 100,000,000 Class B Shares of
US$0.001 each.
(b) Weighted voting rights
Subject to the provisions of the Articles of Association, the holders of Class A
Shares and Class B Shares shall at all times vote together as one class on all resolutions
submitted to a vote by the members. On a poll, each Class A Share shall entitle its holder
to one vote and each Class B Share shall entitle its holder to ten votes, provided that each
Class A Share and each Class B Share shall entitle its holder to one vote on a poll at a
general meeting in respect of a resolution on the following matters:
(i) any amendment to the Memorandum of Association or the Articles of
Association, including the variation of the rights attached to any class of
shares;
(ii) the appointment, election or removal of any independent non-executive
Director;
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--- page 671 ---
(iii) the appointment or removal of the auditors; or
(iv) the voluntary liquidation or winding-up of the Company.
Notwithstanding the foregoing, where a holder of Class B Shares is permitted by the
Listing Rules or the Stock Exchange from time to time to exercise more than one vote per
share when voting on a resolution to amend the Memorandum of Association or the
Articles of Association, any holder of Class B Shares may elect to exercise such number
of votes per share as is permitted by the Stock Exchange, up to the maximum number of
votes attached to each Class B Share as set out in the Articles of Association.
Except as otherwise provided or permitted by the Listing Rules, the Company shall
not take any action (including the issue or repurchase of shares of any class) that would
result in: (i) the aggregate number of votes entitled to be cast by all holders of Class A
Shares (for the avoidance of doubt, excluding those who are also holders of Class B
Shares) present at a general meeting to be less than 10% of the votes entitled to be cast
by all members at a general meeting; or (ii) an increase in the proportion of Class B
Shares to the total number of shares in issue.
(c) Restrictions on issue of shares with weighted voting rights
Except as otherwise provided or permitted by the Listing Rules, no further Class B
Shares shall be allotted, issued or granted by the Company, except with the approval of
the Stock Exchange and pursuant to (i) an offer to subscribe for shares in the Company
made to all the members of the Company pro rata (apart from fractional entitlements) to
their existing holdings; (ii) a pro rata issue of shares to all the members of the Company
by way of scrip dividends; or (iii) a share subdivision or other similar capital
reorganization, provided that each member of the Company shall be entitled to subscribe
for (in a pro rata offer) or be issued (in an issue of shares by way of scrip dividends)
shares in the same class as the shares then held by him, and further provided that the
proposed allotment or issuance will not result in an increase in the proportion of Class B
Shares in issue, so that:
(A) if, under a pro rata offer, any holder of Class B Shares does not take up any part
of the Class B Shares or the rights thereto offered to him, such untaken shares
or rights shall only be transferred to another person on the basis that such
transferred rights will only entitle the transferee to an equivalent number of
Class A Shares; and
(B) to the extent that rights to Class A Shares in a pro rata offer are not taken up
in their entirety (including, but not limited to, where the pro rata offering is not
fully underwritten), the number of Class B Shares that shall be allotted, issued
or granted in such pro rata offer shall be reduced proportionately,
and where necessary, the holders of Class B Ordinary Shares shall use their best
endeavours to enable the Company to comply with this requirement.
APPENDIX III SUMMARY OF THE CONSTITUTION OF THE
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--- page 672 ---
(d) Reduction of shares with weighted voting rights on repurchase of shares
Except as otherwise provided pr permitted by the Listing Rules, in the event the
Company reduces the number of Class A Shares in issue (including, but not limited to,
through a purchase of its own shares), the holders of Class B Shares shall reduce their
weighted voting rights in the Company proportionately (including, but not limited to,
through a conversion of a portion of their shares with those rights into shares without
those rights), if the reduction in the number of Class A Shares in issue would otherwise
result in an increase in the proportion of Class B Shares.
(e) Prohibition on variation of terms of shares with weighted voting rights
The Company shall not change the terms of the Class B Shares to increase the
weighted voting rights attached to that class. The Company may change the terms of the
Class B Ordinary Shares to reduce the voting rights attached to that class, provided that,
in addition to complying with any requirement under law, prior approval of the Stock
Exchange is obtained and, if such approval is granted, the change is announced.
(f) Conversion of Class B Shares
Each Class B Share is convertible into one Class A Share at any time by the holder
thereof, such right to be exercisable by the holder of the Class B Share delivering a
written notice to the Company that such holder elects to convert a specified number of
Class B Shares into Class A Shares.
(g) Qualification of holders of shares with weighted voting rights
Except as otherwise provided or permitted by the Listing Rules, Class B Shares shall
only be held by the WVR Beneficiary, or (a) a partnership of which the WVR Beneficiary
is a partner and the terms of which must expressly specify that the voting rights attached
to any and all Class B Shares held by such partnership are solely dictated by the WVR
Beneficiary; (b) a trust of which the WVR Beneficiary is a beneficiary and that meets the
following conditions: (i) the WVR Beneficiary must in substance retain an element of
control of the trust and any immediate holding companies of, and retain a beneficial
interest in any and all of the Class B Shares held by such trust; and (ii) the purpose of the
trust must be for estate planning and/or tax planning purposes; or (c) a private company
or other vehicle wholly-owned and wholly controlled by the WVR Beneficiary or by a
APPENDIX III SUMMARY OF THE CONSTITUTION OF THE
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--- page 673 ---
trust referred to in (b) above (a “ Founder Holding Vehicle ”). Subject to the Listing Rules
or other applicable laws and regulations, each Class B Share shall be automatically
converted into one Class A Share upon the occurrence of any of the following events:
(i) the death of the holder of such Class B Share (or, where the holder is a Founder
Holding V ehicle, the death of the WVR Beneficiary holding and controlling
such Founder Holding V ehicle);
(ii) the holder of such Class B Share ceasing to be a Director or a Founder Holding
V ehicle for any reason;
(iii) the holder of such Class B Share (or, where the holder is a Founder Holding
V ehicle, the WVR Beneficiary holding and controlling such vehicle) being
deemed by the Stock Exchange to be incapacitated for the purpose of
performing his duties as a Director;
(iv) the holder of such Class B Share (or, where the holder is a Founder Holding
V ehicle, the WVR Beneficiary holding and controlling such vehicle) being
deemed by the Stock Exchange to no longer meet the requirements of a director
set out in the Listing Rules;
(v) the transfer to another person of the beneficial ownership of, or economic
interest in, such Class B Share or the control over the voting rights attached to
such Class B Share (through voting proxies or otherwise), including where the
Founder Holding V ehicle holding such Class B Share no longer complies with
Rule 8A.18(2) of the Listing Rules (in which event the Company and such
Founder Holding V ehicle or the WVR Beneficiary holding and controlling such
vehicle shall notify the Stock Exchange of the details of the non-compliance as
soon as practicable), other than (A) the grant of any lien, mortgage, charge or
other encumbrance over such Class B Share which does not result in the
transfer of the legal title or beneficial ownership of, or the voting rights
attached to, such Class B Share, until it is transferred upon the enforcement of
such lien, mortgage, charge or other encumbrance, and (B) a transfer of the
legal title to such Class B Share by the WVR Beneficiary to Founder Holding
V ehicle wholly-owned and wholly controlled by such WVR Beneficiary, or by
a Founder Holding V ehicle to the WVR Beneficiary holding and controlling it
or another Founder Holding V ehicle wholly-owned and wholly controlled by
such WVR Beneficiary;
(vi) the WVR Beneficiary casing to act in at least one of the following positions:
the Chairman of the board of Directors or the Chief Executive Officers of the
Company;
APPENDIX III SUMMARY OF THE CONSTITUTION OF THE
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--- page 674 ---
(vii) the WVR Beneficiary ceases to be interested in, directly and indirectly, at least
3% of the total economic interest of the Company (excluding treasury shares);
(viii) the WVR Beneficiary has materially violated a material written policy of the
Company or its Subsidiary, as conclusively and unanimously resolved by the
board of Directors (excluding the WVR Beneficiary if the WVR Beneficiary is
a Director); or
(ix) the effective date on which no share remains listed on the Main Board.
(h) Cessation of weighted voting rights
All of the Class B Shares in the authorized share capital shall be automatically
re-designated into Class A Shares in the event none of the holders of Class B Shares at
the time of initial listing of the Company’s shares on the Stock Exchange have beneficial
ownership of Class B Shares, and no further Class B Shares shall be issued by the
Company.
(i) Shares to rank pari passu
Save and except for the rights, preferences, privileges and restrictions set out in this
paragraph 2.1, the Class A Shares and the Class B Shares shall rank pari passu in all other
respects and shall have the same rights, preferences, privileges and restrictions.
2.2 Directors
(a) Number of Directors
The number of Directors shall not be less than two.
(b) Power to allot and issue shares
Subject to the provisions of the Memorandum of Association, the Articles of
Association, compliance with the Listing Rules and the Code on Takeovers and Mergers
and Share Buy-back issued by the Securities and Futures Commission of Hong Kong and
any direction that may be given by the Company in general meeting, and without
prejudice to any rights attached to any existing shares, the Directors may allot, issue,
grant options over or otherwise dispose of shares (including fractions of a share) with or
without preferred, deferred or other rights or restrictions, whether in regard to dividend
or other distribution, voting, return of capital or otherwise and to such persons, at such
times and on such other terms as the Directors think proper, provided however that (a) no
APPENDIX III SUMMARY OF THE CONSTITUTION OF THE
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--- page 675 ---
new class of shares with voting rights superior to those of Class A Shares shall be created,
and (b) any variation in the relative rights as between different classes of shares shall not
result in the creation of a new class of shares with voting rights superior to those of Class
A Shares.
(c) Power to dispose of the assets of the Company or any subsidiary
Subject to the provisions of the Companies Act, the Memorandum and Articles of
Association and to any directions given by special resolution, the business of the
Company shall be managed by the Directors who may exercise all the powers of the
Company. No alteration of the Memorandum and Articles of Association and no such
direction shall invalidate any prior act of the Directors which would have been valid if
that alteration had not been made or that direction had not been given.
(d) Compensation or payment for loss of office
There are no provisions in the Articles of Association relating to compensation or
payment for loss of office of a Director.
(e) Loans to Directors
There are no provisions in the Articles of Association relating to making of loans to
Directors.
(f) Financial assistance to purchase shares
There are no provisions in the Articles of Association relating to the giving of
financial assistance by the Company to purchase shares in the Company or its
subsidiaries.
(g) Disclosure of interest in contracts with the Company or any of its subsidiaries
No person shall be disqualified from the office of Director or alternate Director or
prevented by such office from contracting with the Company, either as vendor, purchaser
or otherwise, nor shall any such contract or any contract or transaction entered into by or
on behalf of the Company in which any Director or alternate Director shall be 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 the 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 office or of the fiduciary relationship thereby
established, provided that the nature of the interest of any Director or any alternate
Director in any such contract or transaction shall be disclosed by them at or prior to its
consideration and any vote thereon.
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--- page 676 ---
A Director shall not be entitled to vote on (nor shall the Director be counted in the
quorum in relation to) any resolution of the Directors in respect of any contract or
arrangement or any other proposal in which the Director or any of their close associates
has any material interest, and if he shall do so their vote shall not be counted (nor shall
he be counted in the quorum for the resolution), but this prohibition shall not apply to any
of the following matters, namely:
(i) the giving to such Director or any of his close associates of any security or
indemnity 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 the Company or any
of its subsidiaries;
(ii) the giving of any security or indemnity to a third party in respect of a debt or
obligation of the Company or any of its subsidiaries for which the Director or
any of their close associates has himself/themselves assumed responsibility in
whole or in part and 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 the Company or any other company which the Company may promote or be
interested in for subscription or purchase where the Director or any of their
close associates is/are or is/are to be interested as a participant in the
underwriting or sub-underwriting of the offer;
(iv) any proposal or arrangement concerning the benefit of employees of the
Company or any of its subsidiaries including:
(A) the adoption, modification or operation of any employees’ share scheme
or any share incentive or share option scheme under which the Director
or any of their close associates may benefit; or
(B) the adoption, modification or operation of a pension fund or retirement,
death or disability benefits scheme which relates to the Director, their
close associates and employees of the Company or any of its subsidiaries
and does not provide in respect of any Director or any of their close
associates, as such 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 any of their close
associates are interested in the same manner as other holders of shares or
debentures or other securities of the Company by virtue only of their interest
in shares or debentures or other securities of the Company.
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(h) Remuneration
The remuneration to be paid to the Directors, if any, shall be such remuneration as
the Directors shall determine. The Directors shall also be entitled to be paid all traveling,
hotel and other expenses properly incurred by them in connection with their attendance
at meetings of Directors or committees of Directors, or general meetings of the Company,
or separate meetings of the holders of any class of shares or debentures of the Company,
or otherwise in connection with the business of the Company or the discharge of their
duties as a Director, or to receive a fixed allowance in respect thereof as may be
determined by the Directors, or a combination partly of one such method and partly the
other.
The Directors may approve additional remuneration to any Director for any services
which in the opinion of the Directors go beyond that Director’s ordinary routine work as
a Director. Any fees paid to a Director who is also counsel, attorney or solicitor to the
Company, or otherwise serves it in a professional capacity shall be in addition to their
remuneration as a Director.
(i) Retirement, appointment and removal
The Company may by ordinary resolution appoint any person to be a Director, either
to fill a vacancy or as an additional Director.
The Company may by ordinary resolution remove any Director (including a
managing or other executive Director) before the expiration of such Director’s term of
office, notwithstanding anything in the Articles of Association or in any agreement
between the Company and such Director, and may by ordinary resolution elect another
person in their stead. Nothing shall be taken as depriving a Director so removed of
compensation or damages payable to such Director in respect of the termination of their
appointment as Director or of any other appointment or office as a result of the
termination of their appointment as Director.
The Directors may appoint any person to be a Director, either to fill a vacancy or as
an additional Director provided that the appointment does not cause the number of
Directors to exceed any number fixed by or in accordance with the Articles of Association
as the maximum number of Directors. Any Director so appointed shall hold office only
until the first annual general meeting of the Company after such Director’s appointment
and shall then be eligible for re-election at that meeting.
There is no shareholding qualification for Directors nor is there any specified age
limit for Directors.
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The office of a Director shall be vacated if:
(i) the Director gives notice in writing to the Company that he resigns the office
of Director; or
(ii) the Director is absent (for the avoidance of doubt, without being represented
by proxy or an alternate Director appointed by them) for a continuous period
of 12 months without special leave of absence from the Directors, and the
Directors pass a resolution that they have by reason of such absence vacated
office; or
(iii) the Director dies, becomes bankrupt or makes any arrangement or composition
with his creditors generally; or
(iv) the Director is found to be or becomes of unsound mind.
For so long as any Class B Share is in issue or as otherwise provided or permitted
under the Listing Rules, every independent non-executive Director (including those
appointed for a specific term) shall be subject to retirement by rotation at least once every
three years and shall then be eligible for re-appointment.
(j) Borrowing powers
The Directors may exercise all the powers of the Company to borrow money and to
mortgage or charge its undertaking, property and assets (present and future) and uncalled
capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and
other such securities whether outright or as security for any debt, liability or obligation
of the Company or of any third party.
2.3 Alteration to constitutional documents
No alteration or amendment to the Memorandum or Articles of Association may be made
except by special resolution.
2.4 V ariation of rights of existing shares or classes of shares
If at any time the share capital of the Company is divided into different classes of shares,
all or any of the rights attached to any class for the time being issued (unless otherwise
provided by the terms of issue of the shares of that class) may, whether or not the Company
is being wound up, be varied only with (in addition to a special resolution to amend the
Memorandum or the Articles) the consent in writing of the holders of not less than
three-fourths of the voting rights of the issued shares of that class, or with the approval of a
resolution passed by a majority of not less than three-fourths of the votes cast at a separate
meeting of the holders of the shares of that class. For so long as any Class B Share is in issue
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and unless such change is otherwise required by law or the Listing Rules, (a) any change to the
composition of the board of Directors set out in paragraph 2.2(a) above; (b) any change in the
proportion of votes required to pass a resolution of the members, whether as an ordinary
resolution or a special resolution or in respect of particular matters or generally; (c) any
variation to the number of votes attached to a share of any class, except any such variation
arising from a conversion of a Class B Share into a Class A Share pursuant to paragraph 2.1(f)
or paragraph 2.1(g) above; and (d) any change to the matters in respect of which each Class
A Share and each Class B Share shall entitle its holder to one vote on a poll at a general
meeting as described in paragraph 2.1(b), to the quorum requirements for meetings of Directors
or to this provision, shall require the consent in writing of the holders of not less than
three-fourths in nominal value of the issue Class B Shares. To any such separate meeting all
the provisions of the Articles of Association relating to general meetings shall apply mutatis
mutandis , except that the necessary quorum shall be one or more persons holding or
representing by proxy or duly authorized representative at least one-tenth of the voting rights
of the issued shares of that class.
The rights conferred upon the holders of shares of any class shall not, unless otherwise
expressly provided in the rights attaching to or 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.
2.5 Alteration of capital
The Company may by ordinary resolution:
(a) increase its share capital by such sum as the ordinary resolution shall prescribe and
with such rights, priorities and privileges annexed thereto, as the Company in
general meeting may determine;
(b) consolidate and divide all or any of its share capital into shares of larger amount than
its existing shares. On any consolidation of fully paid shares and division into shares
of larger amount, the Directors may settle any difficulty which may arise as they
think 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 each 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 Directors for
that purpose and the person so appointed may transfer the shares so sold to the
purchasers thereof and the validity of such transfer shall not be questioned, and so
that 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 the Company for the Company’s benefit;
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(c) by subdivision of its existing shares or any of them divide the whole or any part of
its share capital into shares of smaller amount than is fixed by the Memorandum of
Association or into shares without par value; and
(d) cancel any shares that at the date of the passing of the ordinary 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 cancelled.
The Company may by special resolution reduce its share capital or any capital redemption
reserve fund, subject to the provisions of the Companies Act.
2.6 Special resolution—majority required
A “special resolution” is defined in the Articles of Association which means (i) for so long
as the Shares are listed on the Stock Exchange, and for the purposes of paragraphs 2.3, 2.4 and
2.21, a requisite majority of not less than three-fourths of the votes of such members of the
Company as, being entitled to do so, vote in person or, in the case of corporations, by their duly
authorized representatives or, where proxies are allowed, by proxy at a general meeting of
which notice specifying the intention to propose the resolution as a special resolution has been
duly given and includes a special resolution approved in writing by all of the members of the
Company entitled to vote at a general meeting of the Company in one or more instruments each
signed by one or more of such members, and the effective date of the special resolution so
adopted shall be the date on which the instrument or the last of such instruments (if more than
one) is executed and (ii) in a case other than in (i) above, has the same meaning as in the
Companies Act, and includes a unanimous written resolutions as per above.
In contrast, an “ordinary resolution” is defined in the Articles of Association to mean a
resolution passed by a simple majority of the votes of such members of the Company as, being
entitled to do so, vote in person or, in the case of corporations, by their duly authorized
representatives or, where proxies are allowed, by proxy at a general meeting held in accordance
with the Articles of Association and includes an ordinary resolution approved in writing by all
the members of the Company aforesaid.
2.7 V oting rights
Subject to paragraph 2.1(b) above and any rights or restrictions attached to any shares, at
any general meeting every member of the Company present in person (or, in the case of a
member being a corporation, by its duly authorized representative) or by proxy shall have (a)
the right to speak; (b) one vote on a show of hands; and (c) one vote for every share of which
he is the holder on a poll.
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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.
In the case of joint holders the vote of the senior holder who tenders a vote, whether in
person or by proxy (or in the case of a corporation or other non-natural person, by its duly
authorized representative or proxy) shall be accepted to the exclusion of the votes of the other
joint holders, and seniority shall be determined by the order in which the names of the holders
stand in the register of members of the Company.
A member of unsound mind, or in respect of whom an order has been made by any court
having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by their
committee, receiver, curator bonis, or other person on such member’s behalf appointed by that
court, and any such committee, receiver, curator bonis or other person may vote by proxy.
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 shares have been paid.
At any general meeting a resolution put to the vote of the meeting shall be decided by way
of a poll save that the chairperson of the meeting may allow a resolution which relates purely
to a procedural or administrative matter as prescribed under the Listing Rules to be voted on
by a show of hands.
Any corporation or other non-natural person which is a member of the Company may in
accordance with its constitutional documents, or in the absence of such provision by resolution
of its directors or other governing body, authorize such person as it thinks fit to act as its
representative at any meeting of the Company or of any class of members, and the person so
authorized shall be entitled to exercise the same powers as the corporation could exercise if it
were an individual member.
If a recognized clearing house (or its nominee(s)) is a member of the Company it may
authorize such person or persons as it thinks fit to act as its representative(s) at any general
meeting of the Company or at any general meeting of any class of members of the 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
authorized pursuant to this provision shall be entitled to exercise the same rights and powers
on behalf of the recognized clearing house (or its nominee(s)) which that person represents as
that recognized clearing house (or its nominee(s)) could exercise as if such person were an
individual member of the Company holding the number and class of shares specified in such
authorization, including the right to speak and, where a show of hands is allowed, the right to
vote individually on a show of hands.
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2.8 Annual general meetings and extraordinary general meetings
The Company shall hold a general meeting as its annual general meeting for each
financial year within six months (or such other period as may be permitted by the Listing Rules
or the Stock Exchange) after the end of such financial year. An annual general meeting shall
be specified as such in the notices calling it.
The Directors may call general meetings, and they shall on a members’ requisition
forthwith proceed to convene an extraordinary general meeting of the Company. A members’
requisition is a requisition of one or more members holding at the date of deposit of the
requisition not less than 10% of the voting rights, on a one vote per share basis, of the issued
shares which as at that date carry the right to vote at general meetings of the Company. The
members’ requisition must state the objects and the resolutions to be added to the agenda of
the meeting and must be signed by the requisitionists and deposited at the principal office of
the Company in Hong Kong or, in the event the Company ceases to have such a principal
office, the registered office of the Company, and may consist of several documents in like form
each signed by one or more requisitionists. If there are no Directors as at the date of the deposit
of the members’ requisition or if the Directors do not within 21 days from the date of the
deposit of the members’ requisition duly proceed to convene a general meeting to be held
within a further 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 meeting so convened shall be held no later than the day which falls 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 Directors.
The Directors may make communication facilities available for a specific general meeting
or all general meetings of the Company so that members and other participants may attend and
participate at such general meetings by means of such communication facilities. Without
limiting the generality of the foregoing, the Directors may determine that any general meeting
may be held as a virtual meeting.
A poll shall be taken in such manner (including the use of ballot or voting papers or
tickets or electronic means.
2.9 Accounts and audit
The Directors shall cause proper books of account (including, where applicable, material
underlying documentation including contracts and invoices) to be kept with respect to all sums
of money received and expended by the Company and the matters in respect of which the
receipt or expenditure takes place, all sales and purchases of goods by the Company and the
assets and liabilities of the Company. Such books of account must be retained for a minimum
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period of five years from the date on which they are prepared. Proper books shall not be
deemed to be kept if there are not kept such books of account as are necessary to give a true
and fair view of the state of the Company’s affairs and to explain its transactions.
The Directors shall determine whether and to what extent and at what times and places
and under what conditions or regulations the accounts and books of the Company or any of
them shall be open to the inspection of members of the Company not being Directors, and no
member (not being a Director) shall have any right of inspecting any account or book or
document of the Company except as conferred by the Companies Act or authorized by the
Directors or by the Company in general meeting.
The Directors shall cause to be prepared and to be laid before the 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 the Company for the period covered by
the profit and loss account and the state of the 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.
2.10 Auditors
The Company shall at every annual general meeting by ordinary resolution appoint an
auditor or auditors of the Company who shall hold office until the next annual general meeting.
The Company may by ordinary resolution remove an auditor before the expiration of his period
of office. No person may be appointed as an auditor of the Company unless such person is
independent of the Company. The remuneration of the auditors shall be fixed by the Company
at the annual general meeting at which they are appointed by ordinary resolution, or in the
manner specified in such resolution.
2.11 Notice of meetings and business to be conducted thereat
An annual general meeting shall be called by not less than 21 days’ notice and any
extraordinary general meeting shall be called by not less than 14 days’ notice, which 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. The notice convening an annual general meeting shall specify the meeting as such,
and the notice convening a meeting to pass a special resolution shall specify the intention to
propose the resolution as a special resolution. Every notice shall specify the place, (which, in
the case of a virtual meeting, includes a virtual place) the day and the hour of the meeting,
particulars of the resolutions and the general nature of the business to be conducted at the
meeting. Notwithstanding the foregoing, a general meeting of the Company shall, whether or
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not the notice specified has been given and whether or not the provisions of the Articles of
Association regarding general meetings have been complied with, be deemed to have been duly
convened if it is so agreed:
(a) in the case of an annual general meeting, by all members of the Company entitled
to attend and vote at the meeting; and
(b) 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, together holding not less
than 95% in par value of the shares giving that right.
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 Directors, in their 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, they may change or
postpone the meeting to another date, time and place.
The Directors also have the power to provide in every notice calling a general meeting
that in the event of a gale warning or a black rainstorm warning is in force at any time on the
day of the general meeting (unless such warning is cancelled at least a minimum period of time
prior to the general meeting as the Directors 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) the Company shall endeavour 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 the 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 or
black rainstorm warning being in force on the day of the general meeting;
(b) the Directors shall fix the date, time and place (whether physical or virtual) for the
reconvened meeting and at least seven clear days’ notice shall be given for the
reconvened meeting; and such notice shall specify the date, time and place (which,
in the case of a virtual meeting, includes a virtual 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
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(c) only the business set out in the notice of the original meeting shall be transacted at
the reconvened meeting, and notice given for the reconvened meeting does not need
to specify the business to be transacted at the reconvened meeting, nor shall any
accompanying documents be required to be recirculated. Where any new business is
to be transacted at such reconvened meeting, the Company shall give a fresh notice
for such reconvened meeting in accordance with the Articles of Association.
2.12 Transfer of shares
Transfers of shares may be effected by an instrument of transfer, which shall be in writing
and in any standard form of transfer as prescribed by the Stock Exchange or such other form
as the Directors may approve. The instrument of transfer shall be executed by or on behalf of
the transferor and, unless the Directors otherwise determine, the transferee, and the transferor
shall be deemed to remain the holder of the share until the name of the transferee is entered
in the register of members of the Company.
The Directors may decline to register any transfer of any share which is not fully paid up
or on which the Company has a lien. The Directors may also decline to register any transfer
of any shares unless:
(a) the instrument of transfer is lodged with the Company accompanied by the
certificate for the shares to which it relates (which shall upon the registration of the
transfer be canceled) and such other evidence as the Directors may reasonably
require to show the right of the transferor to make the transfer;
(b) the instrument of transfer is in respect of only one class of shares;
(c) the instrument of transfer is properly stamped (in circumstances where stamping is
required);
(d) in the case of a transfer to joint holders, the number of joint holders to whom the
share is to be transferred does not exceed four;
(e) the shares concerned are free of any lien in favor of the Company; and
(f) a fee of such amount not exceeding the maximum amount as the Stock Exchange
may from time to time determine to be payable (or such lesser sum as the Directors
may from time to time require) is paid to the Company in respect thereof.
If the Directors refuse to register a transfer of any share they shall notify the transferor
and the transferee within two months of such refusal.
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The registration of transfers shall be suspended during such periods as the register of
members of the Company is closed. The Directors may, on at least 10 business days’ notice (or
on at least 6 business days’ notice in the case of a rights issue) being given by advertisement
published on the Stock Exchange’s website, or, subject to the Listing Rules, in the manner in
which notices may be served by the Company by electronic means as provided in the Articles
of Association or by advertisement published in the newspapers, close the register of members
at such times and for such periods as the Directors may from time to time determine, provided
that the register of members shall not be closed for more than 30 days in any year (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).
2.13 Power of the Company to purchase its own shares
Subject to the provisions of the Companies Act, the Company may purchase its own
shares provided that (a) the manner of purchase has first been authorized by the members of
the Company by ordinary resolution, and (b) any such purchase shall only be made in
accordance with any relevant code, rules or regulations issued by the Stock Exchange or the
Securities and Futures Commission of Hong Kong from time to time in force.
2.14 Power of any subsidiary of the Company to own shares
There are no provisions in the Articles of Association relating to the ownership of shares
by a subsidiary.
2.15 Dividends and other methods of distribution
Subject to the Companies Act and the Articles of Association, the Company may by
ordinary resolution resolve to pay dividends and other distributions on shares in issue and
authorize payment of the dividends or other distributions out of the funds of the Company
lawfully available therefor, provided no dividends shall exceed the amount recommended by
the Directors. No dividend or other distribution shall be paid except out of the realized or
unreleased profits of the Company, out of the share premium account or as otherwise permitted
by law.
The Directors may from time to time pay to the members of the Company such interim
dividends as appear to the Directors to be justified by the profits of the Company. The Directors
may in addition from time to time declare and pay special dividends on shares of such amounts
and on such dates as they think 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 any portion or portions of the period in respect of which the dividend is paid. For this
purpose no amount paid up on a share in advance of calls shall be treated as paid up on the
share.
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The Directors may deduct from any dividends or other distribution payable to any
member of the Company all sums of money (if any) then payable by the member to the
Company on account of calls or otherwise. The Directors may retain any dividends or other
monies payable on or in respect of a share upon which the 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 dividend shall carry interest against the Company. Except as otherwise provided by
the rights attached to any shares, dividends and other distributions may be paid in any currency.
Whenever the Directors or the Company in general meeting have resolved that a dividend
be paid or declared on the share capital of the Company, the Directors may further resolve: (a)
that such dividend be satisfied wholly or in part in the form of an allotment of shares credited
as fully paid up on the basis that the shares so allotted are to be of the same class as the class
already held by the allottee, provided that the members of the Company 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 of the Company entitled to such dividend will be entitled to elect to
receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the
dividend as the Directors may think fit on the basis that the shares so allotted are to be of the
same class as the class already held by the allottee. The Company may upon the
recommendation of the Directors by ordinary resolution resolve in respect of any one particular
dividend of the Company 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 of the Company to elect to receive such dividend in cash in lieu of such allotment.
Any dividend, interest or other monies payable in cash in respect of shares may be paid
by wire transfer to the holder or by cheque or warrant sent through the post directed to the
registered address of the 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 the Company or to such person and
to such address as the holder or joint holders may in writing direct. Every such cheque or
warrant shall be made payable to the order of the person to whom it is sent. Any one of two
or more joint holders may give effectual receipts for any dividends, other distributions,
bonuses, or other monies payable in respect of the shares held by them as joint holders.
Any dividend or other distribution which remains unclaimed after a period of six years
from the date on which such dividend or distribution becomes payable shall be forfeited and
shall revert to the Company.
The Directors, with the sanction of the members of the Company by ordinary resolution,
may resolve that any dividend or other distribution be paid wholly or partly by the distribution
of specific assets, and in particular (but without limitation) by the distribution of shares,
debentures, or securities of any other company or in any one or more of such ways, and where
any difficulty arises in regard to such distribution, the Directors may settle it as they think
expedient, and in particular may disregard fractional entitlements, round the same up or down
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or provide that the same shall accrue to the benefit of the Company, and may fix the value for
distribution of such specific assets or any part thereof and may determine that cash payments
shall be made to any members of the Company upon the basis of the value so fixed in order
to adjust the rights of all members, and may vest any such specific assets in trustees as may
seem expedient to the Directors.
2.16 Proxies
A member of the Company entitled to attend and vote at a general meeting of the
Company shall be entitled to appoint another person who must be an individual as his proxy
to attend and vote instead of him and a proxy so appointed shall have the same right as the
member to speak at the meeting. V otes may be given either personally or by proxy. A proxy
need not be a member of the Company. A member may appoint any number of proxies to attend
in his stead at any one general meeting or at any one class meeting.
The instrument appointing a proxy shall be in writing and shall be 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, under the hand of its duly authorized representative.
The Directors shall, in the notice convening any meeting or adjourned meeting, or in an
instrument of proxy sent out by the Company, specify the manner (including by electronic
means) by which the instrument appointing a proxy shall be deposited and the place and the
time (being not later than the time appointed for the commencement of the meeting or
adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall
be deposited.
The instrument appointing a proxy may be in any usual or common form (or such other
form as the Directors may approve) and may be expressed to be for a particular meeting or any
adjournment thereof or generally until revoked.
2.17 Calls on shares and forfeiture of shares
Subject to the terms of the allotment and issue of any shares, the Directors may make calls
upon the members of the Company in respect of any monies unpaid on their shares (whether
in respect of par value or premium), and each member of the Company shall (subject to
receiving at least 14 clear days’ notice specifying the times or times of payment) pay to the
Company at the time or times so specified the amount called on his shares. A call may be
revoked or postponed, in whole or in part, as the Directors may determine. A call may be
required to be paid by instalments. A person upon whom a call is made shall remain liable for
calls made upon him, notwithstanding the subsequent transfer of the shares in respect of which
the call was made.
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A call shall be deemed to have been made at the time when the resolution of the Directors
authorizing the call was passed. The joint holders of a share shall be jointly and severally liable
to pay all calls and instalments due in respect of such share.
If a call remains unpaid after it has become due and payable, the person from whom it is
due shall pay interest on the amount unpaid from the day it became due and payable until it
is paid at such rate as the Directors may determine (and in addition all expenses that have been
incurred by the Company by reason of such non-payment), but the Directors may waive
payment of the interest or expenses wholly or in part.
If any call or installment of a call remains unpaid after it has become due and payable,
the Directors may give to the person from whom it is due not less than 14 clear days’ notice
requiring payment of the amount unpaid together with any interest which may have accrued
and any expenses incurred by the Company by reason of such non-payment. The notice shall
specify where payment is to be made and shall state if the notice is not complied with 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 it was given may, before
the payment required by the notice has been made, be forfeited by a resolution of the Directors.
Such forfeiture shall include all dividends, other distributions or other monies payable in
respect of the forfeited shares and not paid before the forfeiture.
A forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in
such manner as the Directors think fit.
A person any of whose shares have been forfeited shall cease to be a member of the
Company in respect of the forfeited shares and shall surrender to the Company for cancelation
the certificate for the shares forfeited and shall remain liable to pay to the Company all monies
which at the date of forfeiture were payable by him to the Company in respect of the shares,
together with interest at such rate as the Directors may determine, but that person’s liability
shall cease if and when the Company shall have received payment in full of all monies due and
payable by them in respect of those shares.
2.18 Inspection of register of members
The Company shall maintain or cause to be maintained the register of members of the
Company in accordance with the Companies Act. The Directors may, on giving 10 business
days’ notice (or 6 business days’ notice in the case of a rights issue) by advertisement published
on the Stock Exchange’s website or, subject to the Listing Rules, in the manner in which
notices may be served by the Company by electronic means as provided in the Articles of
Association or by advertisement published in the newspapers, close the register of members at
such times and for such periods as the Directors may determine, either generally or in respect
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of any class of shares, provided that the register shall not be closed for more than 30 days in
any year (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).
Except when the register is closed, the register of members shall during business hours
be kept open for inspection by any member of the Company without charge.
2.19 Quorum for meetings and separate class meetings
No business shall be transacted at any general meeting unless a quorum is present. Two
members of the Company holding not less than: (i) one-third or (ii) where there are no Class
B Shares in issue by the Company, one-tenth, of the total voting power of the Company present
in person or by proxy, or if a corporation or other non-natural person by its duly authorized
representative or proxy, shall be a quorum unless the Company has only one member entitled
to vote at such general meeting in which case the quorum shall be that one member present in
person or by proxy, or in the case of a corporation or other non-natural person by its duly
authorized representative or proxy.
The quorum for a separate general meeting of the holders of a separate class of shares of
the Company is described in paragraph 2.4 above.
2.20 Rights of minorities in relation to fraud or oppression
There are no provisions in the Articles of Association concerning the rights of minority
shareholders in relation to fraud or oppression.
2.21 Procedure on liquidation
Subject to the Companies Act, the Company may by special resolution resolve that the
Company be wound up voluntarily.
Subject to the rights attaching to any shares, in a winding up:
(a) if the assets available for distribution amongst the members of the Company shall
be insufficient to repay the whole of the 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 of the Company in proportion to the capital paid up, or which ought to
have been paid up, on the shares held by them at the commencement of the winding
up;
(b) if the assets available for distribution amongst the members of the Company shall
be more than sufficient to repay the whole of the Company’s paid up capital at the
commencement of the winding up, the surplus shall be distributed amongst the
members of the Company in proportion to the capital paid up on the shares held by
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them at the commencement of the winding up, subject to a deduction from those
Shares in respect of which there are monies due, of all monies payable to the
Company for unpaid calls or otherwise.
If the Company shall be wound up, the liquidator may with the approval of a special
resolution of the Company and any other approval required by the Companies Act, divide
amongst the members of the Company in kind the whole or any part of the assets of the
Company (whether such assets shall consist of property of the same kind or not) and may, for
that purpose, value any assets and determine how the division shall be carried out as between
the members or different classes of members of the Company. The liquidator may, with the like
approval, vest the whole or any part of such assets in trustees upon such trusts for the benefit
of the members of the Company as the liquidator, with the like approval, shall think fit, but so
that no member of the Company shall be compelled to accept any assets, shares or other
securities in respect of which there is a liability.
2.22 Untraceable members
The Company shall be entitled to sell any shares of a member of the Company or the
shares to which a person is entitled by virtue of transmission on death or bankruptcy or
operation of law if: (a) all cheques or warrants, not being less than three in number, for any
sums payable in cash to the holder of such shares have remained uncashed for a period of 12
years; (b) the Company has not during that time or before the expiry of the three month period
referred to in (d) below received any indication of the whereabouts or existence of the member;
(c) during the 12-year period, at least three dividends in respect of the shares in question have
become payable and no dividend during that period has been claimed by the member; and (d)
upon expiry of the 12-year period, the Company has caused an advertisement to be published
in the newspapers or, subject to the Listing Rules, by electronic communication in the manner
in which notices may be served by the Company by electronic means as provided in the Articles
of Association, giving notice of its intention to sell such shares and a period of three months
has elapsed since such advertisement and the Stock Exchange has been notified of such
intention. The net proceeds of any such sale shall belong to the Company and upon receipt by
the Company of such net proceeds it shall become indebted to the former member for an
amount equal to such net proceeds.
SUMMARY OF CAYMAN ISLANDS COMPANY LA W AND TAXATION
1 Introduction
The Companies Act is derived, to a large extent, from the older Companies Acts of
England, although there are significant differences between the Companies Act and the current
Companies Act of England. Set out below is a summary of certain provisions of the Companies
Act, although this does not purport to contain all applicable qualifications and exceptions or
to be a complete review of all matters of corporate law and taxation which may differ from
equivalent provisions in jurisdictions with which interested parties may be more familiar.
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2 Incorporation
The Company was incorporated as a company limited by shares with limited liability
under BVI Business Companies Act (As Revised) in the British Virgin Islands on February 1,
2010 and re-domiciled and continued in the Cayman Islands as an exempted company with
limited liability on January 15, 2019 under the Companies Act. As such, its operations must be
conducted mainly outside the Cayman Islands. The Company is 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 size of its authorized share capital.
3 Share Capital
The Companies Act permits a company to issue ordinary shares, preference shares,
redeemable shares or any combination thereof.
The Companies Act provides that where a company issues shares at a premium, whether
for cash or otherwise, a sum equal to the aggregate amount of the value of the premia on those
shares shall be transferred to an account called the “share premium account.” At the option of
a company, these provisions may not apply to premia on shares of that company allotted
pursuant to any arrangement in consideration of the acquisition or cancelation of shares in any
other company and issued at a premium. The Companies Act provides that the share premium
account may be applied by a 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:
(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) in the redemption and repurchase of shares (subject to the provisions of section 37
of the Companies Act);
(d) writing-off the preliminary expenses of the company;
(e) writing-off the expenses of, or the commission paid or discount allowed on, any
issue of shares or debentures of the company; and
(f) providing for the premium payable on redemption or purchase of any shares or
debentures of the company.
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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.
The Companies Act provides that, subject to confirmation by the Grand Court of the
Cayman Islands, 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, by special resolution reduce
its share capital in any way.
Subject to the detailed provisions of the Companies Act, 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 shareholder. In addition, such a company may, if authorized to do so by
its articles of association, purchase its own shares, including any redeemable shares. The
manner of such a purchase must be authorized either by the articles of association or by an
ordinary resolution of the company. The articles of association may provide that the manner of
purchase may be determined by the directors of the company. At no time may a company
redeem or purchase its shares unless they are fully paid. 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 member of the company holding shares. 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.
There is no statutory restriction in the Cayman Islands on the provision of financial
assistance by a company for the purchase of, or subscription for, its own or its holding
company’s shares. Accordingly, a company may provide financial assistance if the directors of
the company consider, in discharging their duties of care and to act in good faith, for a proper
purpose and in the interests of the company, that such assistance can properly be given. Such
assistance should be on an arm’s-length basis.
4 Dividends and Distributions
With the exception of section 34 of the Companies Act, there are no statutory provisions
relating to the payment of dividends. Based upon English case law which is likely to be
persuasive in the Cayman Islands in this area, dividends may be paid only out of profits. In
addition, section 34 of the Companies Act permits, subject to a solvency test and the
provisions, if any, of the company’s memorandum and articles of association, the payment of
dividends and distributions out of the share premium account (see paragraph 3 above for
details).
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5 Shareholders’ Suits
The Cayman Islands courts can be expected to follow English case law precedents. The
rule in Foss v. Harbottle (and the exceptions thereto which permit a minority shareholder to
commence a class action against or derivative actions in the name of the company to challenge
(a) an act which is ultra vires the company or illegal, (b) an act which constitutes a fraud
against the minority where the wrongdoers are themselves in control of the company, and (c)
an action which requires a resolution with a qualified (or special) majority which has not been
obtained) has been applied and followed by the courts in the Cayman Islands.
6 Protection of Minorities
In the case of a company (not being a bank) having a share capital divided into shares,
the Grand Court of the Cayman Islands 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 into the
affairs of the company and to report thereon in such manner as the Grand Court shall direct.
Any shareholder of a company may petition the Grand Court of the Cayman Islands 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.
Claims against a company by its shareholders must, as a general rule, be based on the
general laws of contract or tort applicable in the Cayman Islands or their individual rights as
shareholders as established by the company’s memorandum and articles of association.
The English common law rule that the majority will not be permitted to commit a fraud
on the minority has been applied and followed by the courts of the Cayman Islands.
7 Disposal of Assets
The Companies Act contains no specific restrictions on the powers of directors to dispose
of assets of a company. As a matter of general law, in the exercise of those powers, the directors
must discharge their duties of care and to act in good faith, for a proper purpose and in the
interests of the company.
8 Accounting and Auditing Requirements
The Companies Act requires that a company shall cause to be kept proper books of
account with respect to:
(a) all sums of money received and expended by the company and the matters in respect
of which the receipt and expenditure takes place;
(b) all sales and purchases of goods by the company; and
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(c) the assets and liabilities of the company.
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.
9 Register of Members
An exempted company may, subject to the provisions of its articles of association,
maintain its principal register of members and any branch registers at such locations, whether
within or without the Cayman Islands, as its directors may from time to time think fit. There
is no requirement under the Companies Act for an exempted company to make any returns of
members to the Registrar of Companies of 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.
10 Inspection of Books and Records
Members of a company will have no general right under the Companies Act 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.
11 Special Resolutions
The Companies Act provides that a resolution is a special resolution when it has been
passed by a majority of at least two-thirds of such members as, being entitled to do so, vote
in person or, where proxies are allowed, by proxy at a general meeting of which notice
specifying the intention to propose the resolution as a special resolution has been duly given,
except that a company may in its articles of association specify that the required majority shall
be a number greater than two-thirds, and may additionally so provide that such majority (being
not less than two-thirds) may differ as between matters required to be approved by a special
resolution. Written resolutions signed by all the members entitled to vote for the time being of
the company may take effect as special resolutions if this is authorized by the articles of
association of the company.
12 Subsidiary Owning Shares in Parent
The Companies Act does not prohibit a Cayman Islands company acquiring and holding
shares in its parent company provided its objects so permit. The directors of any subsidiary
making such acquisition must discharge their duties of care and to act in good faith, for a
proper purpose and in the interests of the subsidiary.
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13 Mergers and Consolidations
The 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 shareholders 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.
14 Reconstructions
There are statutory provisions which facilitate reconstructions and amalgamations
approved by (a) 75% in value of shareholders, or (b) a majority in number representing 75%
in value of creditors, 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 shareholder would have the right to express to the Grand Court his view that the
transaction for which approval is sought would not provide the shareholders with a fair value
for their shares, the Grand Court is unlikely to disapprove the transaction on that ground alone
in the absence of evidence of fraud or bad faith on behalf of management and if the transaction
were approved and consummated the dissenting shareholder would have no rights comparable
to the appraisal rights (i.e. the right to receive payment in cash for the judicially determined
value of his shares) ordinarily available, for example, to dissenting shareholders of United
States corporations.
15 Take-overs
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 the said four
months, by notice require the dissenting shareholders to transfer their shares on the terms of
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the offer. A dissenting shareholder may apply to the Grand Court of the Cayman Islands within
one month of the notice objecting to the transfer. The burden is on the dissenting shareholder
to show that the Grand 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
shareholders.
16 Indemnification
Cayman Islands law does not limit the extent to which a company’s articles of association
may provide for indemnification of officers and directors, except to the extent any such
provision may be held by the Cayman Islands courts to be contrary to public policy (e.g. for
purporting to provide indemnification against the consequences of committing a crime).
17 Restructuring
A company may present a petition to the Grand Court of the Cayman Islands for the
appointment of a restructuring officer on the grounds that the company:
(a) is or is likely to become unable to pay its debts; and
(b) intends to present a compromise or arrangement to its creditors (or classes thereof)
either pursuant to the Companies Act, the law of a foreign country or by way of a
consensual restructuring.
The Grand Court may, among other things, make an order appointing a restructuring
officer upon hearing of such petition, with such powers and to carry out such functions as the
court may order. At any time (i) after the presentation of a petition for the appointment of a
restructuring officer but before an order for the appointment of a restructuring officer has been
made, and (ii) when an order for the appointment of a restructuring officer is made, until such
order has been discharged, no suit, action or other proceedings (other than criminal
proceedings) shall be proceeded with or commenced against the company, no resolution to
wind up the company shall be passed, and no winding up petition may be presented against the
company, except with the leave of the court. However, notwithstanding the presentation of a
petition for the appointment of a restructuring officer or the appointment of a restructuring
officer, a creditor who has security over the whole or part of the assets of the company is
entitled to enforce the security without the leave of the court and without reference to the
restructuring officer appointed.
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18 Liquidation
A company may be placed in liquidation compulsorily by an order of the court, or
voluntarily (a) by a special resolution of its members if the company is solvent, or (b) by an
ordinary resolution of its members if the company is insolvent. The liquidator’s duties are to
collect the assets of the company (including the amount (if any) due from the contributories
(shareholders)), settle the list of creditors and discharge the company’s liability to them,
rateably if insufficient assets exist to discharge the liabilities in full, and to settle the list of
contributories and divide the surplus assets (if any) amongst them in accordance with the rights
attaching to the shares.
19 Stamp Duty on Transfers
No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands
companies except those which hold interests in land in the Cayman Islands.
20 Taxation
Pursuant to section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, the
Company may obtain an undertaking from the Financial Secretary of the Cayman Islands:
(a) that no law which is enacted in the Cayman Islands imposing any tax to be levied
on profits, income, gains or appreciations shall apply to the Company or its
operations; and
(b) in addition, that no tax to be levied on profits, income, gains or appreciations or
which is in the nature of estate duty or inheritance tax shall be payable:
(i) on or in respect of the shares, debentures or other obligations of the Company;
or
(ii) by way of the withholding in whole or in part of any relevant payment as
defined in section 6(3) of the Tax Concessions Act (As Revised).
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 the Company levied by the
Government of the Cayman Islands save certain stamp duties which may be applicable, from
time to time, on certain instruments executed in or brought within the jurisdiction of the
Cayman Islands. The Cayman Islands are not party to any double tax treaties that are applicable
to any payments made by or to the Company.
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21 Exchange Control
There are no exchange control regulations or currency restrictions in the Cayman Islands.
22 General
Maples and Calder (Hong Kong) LLP , the Company’s legal advisers on Cayman Islands
law, have sent to the Company a letter of advice summarizing aspects of Cayman Islands
company law. This letter, together with a copy of the Companies Act, is on display on the
websites as referred to in the section headed “Documents Delivered to the Registrar of
Companies in Hong Kong and Available on Display” in Appendix V . Any person wishing to
have a detailed summary of Cayman Islands company law or advice on the differences between
it and the laws of any jurisdiction with which he/she is more familiar is recommended to seek
independent legal advice.
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A. FURTHER INFORMATION ABOUT OUR COMPANY AND OUR SUBSIDIARIES
1. Incorporation
Our Company was a business company incorporated under the laws of the BVI on
February 1, 2010. Our Company was subsequently registered by way of continuation in the
Cayman Islands on January 15, 2019 as an exempted company with limited liability under the
laws of the Cayman Islands. Upon our incorporation, our authorized share capital was
US$50,000 divided into 50,000 shares with a par value of US$1.00 each and was subdivided
into 50,000,000 shares with a par value of US$0.001 on March 10, 2010.
Our registered office address is at PO Box 309, Ugland House, Grand Cayman,
KY1-1104, Cayman Islands. Accordingly, our Company’s corporate structure and
Memorandum and Articles are subject to the relevant laws of the Cayman Islands. A summary
of our Memorandum and Articles is set out in Appendix III.
Our registered place of business in Hong Kong is at Room 1922, 19/F, Lee Garden One,
33 Hysan Avenue, Causeway Bay, Hong Kong. We were registered as a non-Hong Kong
company under Part 16 of the Companies Ordinance with the Registrar of Companies in Hong
Kong. Ms. Yim Yin Ting has been appointed as the authorized representative of our Company
for the acceptance of service of process in Hong Kong. The address for service of process is
Room 1922, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.
2. Changes in the share capital of our Company
The following sets out the changes in the Company’s issued share capital within the two
years immediately preceding the date of this document:
Shareholder Number of Shares Class of Shares Issuance Date
Market Pro Holdings
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
505,631 Series F-3 Preferred March 1, 2024
1,011,252 Series F-2 Preferred October 25,
2024
Image Frame Investment
(HK) Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
601,701 Series F-3 Preferred March 1, 2024
6,490,862 Series F-1 Preferred October 25,
2024
2,234,868 Series F-2 Preferred October 25,
2024
Grace Gate Holding
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
106,182 Series F-3 Preferred March 1, 2024
1,145,446 Series F-1 Preferred October 25,
2024
394,388 Series F-2 Preferred October 25,
2024
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 1–


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Shareholder Number of Shares Class of Shares Issuance Date
Gold Endeavor Erqi Fund
(Shenzhen), L.P . /H1118/H1118/H1118/H1118/H1118/H1118/H1118
877,375 Series C-6 Preferred September 26,
2024
Jiaxing Dida Investment
Partnership, L.P . /H1118/H1118/H1118/H1118/H1118/H1118/H1118
333,897 Ordinary September 26,
2024
Jin Hanwang Technology
Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
717,907 Series F-2 Preferred October 25,
2024
193,285 Series F-3 Preferred October 25,
2024
Ziyang Mingtuo Equity
Investment Fund
Partnership, L.P . /H1118/H1118/H1118/H1118/H1118/H1118/H1118
4,995,263 Series F-2 Preferred October 25,
2024
1,344,891 Series F-3 Preferred October 25,
2024
Save as disclosed above, there has been no alteration in the share capital of our Company
within the two years immediately preceding the date of this document.
3. Changes in the share capital of our major subsidiaries
A summary of the corporate information and the particulars of our subsidiaries are set out
in Note 1 to the Accountants’ Report as set out in Appendix I.
The following sets out the changes in the share or registered capital of our major
subsidiaries and operating entities of our Group within the two years immediately preceding
the date of this document:
Beijing Mininglamp Zhaohui Technology Co., Ltd. (
ʮ̡)
On July 12, 2024, the registered capital of Beijing Mininglamp Zhaohui Technology
Co., Ltd. was increased from RMB145,602 to RMB100,010,000.
Shanghai Miaozhen Internet Technology Co., Ltd. (ʮ̡)
On January 10, 2023, the registered capital of Shanghai Miaozhen Internet
Technology Co., Ltd. was increased from RMB5,000,000 to RMB50,000,000.
Xi’an Data Rujin Information Technology Co., Ltd. (ʮ̡)
On May 31, 2024, the registered capital of Xi’an Data Rujin Information
Technology Co., Ltd. was decreased from RMB10,000,000 to RMB1,000,000.
Save as disclosed above, there has been no alteration in the share capital of our major
subsidiaries and operating entities of our Group within the two years immediately preceding
the date of this document.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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4. Resolutions of our Shareholders dated October 15, 2025
Resolutions of our Shareholders were passed on October 15, 2025, pursuant to which,
among others, conditional upon the conditions of the Global Offering (as set out in this
document) being fulfilled:
(a) the Memorandum and the Articles were approved and adopted effective conditional
on and immediately prior to the Listing on the Listing Date;
(b) 14,835,491 ordinary shares (being those held by the WVR Beneficiary) be
reclassified and redesignated as Class B Shares; all remaining issued and unissued
ordinary shares be reclassified and redesignated as Class A Shares; and each issued
Pre-IPO Preferred Share be converted into one Class A Shares, in each case
immediately before the Listing on the Listing Date;
(c) the Global Offering, Listing and Over-allotment Option were approved, and our
Directors were authorized to negotiate and agree the Offer Price and to allot and
issue the Offer Shares (including pursuant to the Over-allotment Option);
(d) a general mandate (the “ Sale Mandate ”) was granted to our Directors to allot, issue
and deal with any Class A Shares (including any sale or transfer of Class A Shares
out of treasury that are held as treasury shares) or securities convertible into Class
A Shares and to make or grant offers, agreements or options which would or might
require Class A Shares to be allotted, issued or dealt with, provided that the number
of Class A Shares so allotted, issued or dealt with or agreed to be allotted, issued or
dealt with by our Directors, shall not exceed 20% of the total number of Shares in
issue immediately following the completion of Global Offering;
(e) a general mandate (the “ Repurchase Mandate ”) was granted to our Directors to
repurchase our own Class A Shares 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, such number of
Class A Shares as will represent up to 10% of the total number of Shares in issue
immediately following completion of the Global Offering;
(f) the Sale Mandate was extended by the addition to the total number of Shares which
may be allotted and issued or agreed to be allotted and issued by our Directors
pursuant to such general mandate of an amount representing the total number of the
Shares purchased by our Company pursuant to the Repurchase Mandate, provided
that such extended amount shall not exceed 10% of the total number of the Shares
in issue immediately following completion of the Global Offering; and
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 3–


--- page 703 ---
(g) the Post-Listing Share Plan was approved and adopted with effect from the Listing
Date and our Directors were authorized to make such changes to the Post-Listing
Share Plan as may be required by the Stock Exchange and/or which they deem
necessary and/or desirable and to grant options and/or awards thereunder (as
applicable) and to allot, issue and deal with Class A Shares pursuant thereto, and to
take all such actions as they consider necessary and/or desirable to implement or
give effect to the Post-Listing Share Plan.
Each of the general mandates referred to above will remain in effect until the earliest of:
 the conclusion of the next annual general meeting of our Company unless, by
ordinary resolution passed at that meeting, the authority is renewed, either
unconditionally or subject to condition;
 the expiration of the period within which the next annual general meeting of our
Company is required to be held under any applicable laws of the Cayman Islands or
the memorandum and the articles of association of our Company; and
 the passing of an ordinary resolution by our Shareholders in a general meeting
revoking or varying the authority.
5. Explanatory statement on repurchase of our own securities
The following summarizes restrictions imposed by the Listing Rules on share repurchases
by a company listed on the Stock Exchange and provides further information about the
repurchase of our own securities.
Shareholders’ approval
A listed company whose primary listing is on the Stock Exchange may only purchase
its shares on the Stock Exchange, either directly or indirectly, if: (i) the shares proposed
to be purchased are fully-paid up, and (ii) its shareholders have given a specific approval
or general mandate by way of an ordinary resolution of shareholders.
Size of mandate
The exercise in full of the Repurchase Mandate, on the basis of 144,378,361 Class
A Shares in issue immediately following completion of the Global Offering (subject to the
Assumptions), could accordingly result in up to approximately 14,437,836 Class A Shares
being repurchased by our Company.
The total number of shares which a listed company may repurchase on the Stock
Exchange may not exceed 10% of the number of issued shares (excluding treasury shares)
immediately following completion of the Global Offering, and after Listing, as at the date
of the shareholder resolution granting the general mandate to repurchase.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 4–


--- page 704 ---
Reasons for repurchases
Our Directors believe that it is in the best interests of our Company and
Shareholders for our Directors to have general authority from the Shareholders to enable
our Company to repurchase Class A Shares in the market. Such repurchases may,
depending on market conditions and funding arrangements at the time, lead to an
enhancement of the net asset value per Share and/or earnings per Share and will only be
made where our Directors believe that such repurchases will benefit our Company and
Shareholders.
Source of funds
Purchases must be funded out of funds legally available for the purpose in
accordance with the Memorandum and Articles and the applicable Laws of the Cayman
Islands.
Our Company shall not purchase its own Class A 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.
Any purchases by our Company may be made out of profits or out of an issue of new
shares made for the purpose of the purchase or, if authorized by its Memorandum and
Articles and subject to the Companies Ordinance, out of capital, and, in the case of any
premium payable on the purchase out of profits or from sums standing to the credit of our
share premium account or, if authorized by its Memorandum and Articles and subject to
the Companies Ordinance, out of capital.
Suspension of repurchase
A listed company shall not repurchase its shares on the Stock Exchange at any time
after inside information has come to its knowledge until the information is made publicly
available. In particular, during the period of one month immediately preceding the earlier
of: (i) 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 the company’s results for any
year, half-year, quarterly or any other interim period (whether or not required under the
Listing Rules); and (ii) the deadline for the issuer to announce its 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), until the date of the results announcement, the company
may not repurchase its shares on the Stock Exchange unless there are exceptional
circumstances.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 5–


--- page 705 ---
Trading restrictions
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.
A listed company may not repurchase its shares if that 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.
Status of repurchased shares
The listing of all repurchased shares (whether through the Stock Exchange or
otherwise) shall be either, at the determination of the Company, (i) automatically canceled
and the relevant documents of title must be canceled and destroyed as soon as reasonably
practicable; or (ii) held as treasury shares.
Close associates and core connected persons
None of our Directors or, to the best of their knowledge having made all reasonable
enquiries, any of their close associates have a present intention, in the event the
Repurchase Mandate is approved, to sell any Class A Shares to our Company.
No core connected person of our Company has notified our Company that they have
a present intention to sell Class A Shares to our Company, or have undertaken to do so,
if the Repurchase Mandate is approved.
A listed company shall not knowingly purchase its shares on the Stock Exchange
from a core connected person (namely a director, chief executive or substantial
shareholder of the company or any of its subsidiaries, or a close associate of any of them),
and a core connected person shall not knowingly sell their interest in shares of the
company to it.
Takeover implications
If, as a result of any repurchase of Class A Shares, a Shareholder’s proportionate
interest in the voting rights of our Company increases, 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 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.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 6–


--- page 706 ---
General
If the Repurchase Mandate were to be carried out in full at any time, there may be
a material adverse impact on our working capital or gearing position (as compared with
the position disclosed in our most recent published audited accounts). However, our
Directors do not propose to exercise the Repurchase Mandate to such an extent as would
have a material adverse effect on our working capital or gearing position.
Our Directors have undertaken to the Stock Exchange that they will exercise the
Repurchase Mandate in accordance with the Listing Rules and the applicable laws in the
Cayman Islands.
We have not made any repurchases of our Class A Shares in the previous six months.
B. FURTHER INFORMATION ABOUT OUR BUSINESS
1. Summary of Material Contracts
The following are contracts (not being contracts entered into in the ordinary course of
business) entered into by any member of our Group within the two years immediately
preceding the date of this document that are or may be material:
(a) the Hong Kong Underwriting Agreement.
(b) the cornerstone investment agreement dated October 22, 2025 entered into among
the Company, China International Capital Corporation Hong Kong Securities
Limited, and Huang River Investment Limited, pursuant to which Huang River
Investment Limited agreed to subscribe for Offer Shares at the Offer Price of an
amount equal to the Hong Kong dollar equivalent of US$7 million, in accordance
with the terms of the cornerstone investment agreement.
(c) the cornerstone investment agreement dated October 22, 2025 entered into among
the Company, China International Capital Corporation Hong Kong Securities
Limited, and Guo Minfang (“ Ms. Guo ”), pursuant to which Ms. Guo agreed to
subscribe for Offer Shares at the Offer Price of an amount equal to the Hong Kong
dollar equivalent of US$20 million, in accordance with the terms of the cornerstone
investment agreement.
(d) the cornerstone investment agreement dated October 22, 2025 entered into among
the Company, China International Capital Corporation Hong Kong Securities
Limited, and Treasure-stone Investment Group Limited, pursuant to which Treasure-
stone Investment Group Limited agreed to subscribe for Offer Shares at the Offer
Price of an amount equal to the Hong Kong dollar equivalent of US$10 million, in
accordance with the terms of the cornerstone investment agreement.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 7–


--- page 707 ---
(e) the cornerstone investment agreement dated October 22, 2025 entered into among
the Company, China International Capital Corporation Hong Kong Securities
Limited, and Bao Lina (“ Ms. Bao ”), pursuant to which Ms. Bao agreed to subscribe
for Offer Shares at the Offer Price of an amount equal to the Hong Kong dollar
equivalent of US$10 million, in accordance with the terms of the cornerstone
investment agreement.
(f) the cornerstone investment agreement dated October 22, 2025 entered into among
the Company, China International Capital Corporation Hong Kong Securities
Limited, and Hundreds Capital, pursuant to which Hundreds Capital agreed to
subscribe for Offer Shares at the Offer Price of an amount equal to the Hong Kong
dollar equivalent of US$5 million, in accordance with the terms of the cornerstone
investment agreement.
(g) the cornerstone investment agreement dated October 22, 2025 entered into among
the Company, China International Capital Corporation Hong Kong Securities
Limited, and GFH Financial Group B.S.C., pursuant to which GFH Financial Group
B.S.C. agreed to subscribe for Offer Shares at the Offer Price of an amount equal to
the Hong Kong dollar equivalent of US$5 million, in accordance with the terms of
the cornerstone investment agreement.
(h) the cornerstone investment agreement dated October 22, 2025 entered into among
the Company, China International Capital Corporation Hong Kong Securities
Limited, and QuantumPharm Limited, pursuant to which QuantumPharm Limited
agreed to subscribe for Offer Shares at the Offer Price of an amount equal to the
Hong Kong dollar equivalent of US$2 million, in accordance with the terms of the
cornerstone investment agreement.
2. Intellectual Property Rights
Save as disclosed below, as of the Latest Practicable Date, there were no other
trademarks, service marks, patents, intellectual property rights, or industrial property rights
which are or may be material in relation to our business.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 8–


--- page 708 ---
Trademarks registered in China
As at the Latest Practicable Date, we had registered the following trademarks that
we consider to be or may be material to our business:
No. Trademark Registered Owner
1 /H1118/H1118/H1118
 Beijing Miaozhen Information
Consulting Co., Ltd. (ڦ
ʮ̡)
2 /H1118/H1118/H1118
 Beijing Miaozhen Information
Consulting Co., Ltd. (ڦ
ʮ̡)
3 /H1118/H1118/H1118
 Beijing Miaozhen Information
Consulting Co., Ltd. (ڦ
ʮ̡)
4 /H1118/H1118/H1118
 Beijing Miaozhen Information
Consulting Co., Ltd. (ڦ
ʮ̡)
5 /H1118/H1118/H1118
 Beijing Mininglamp Software
System Co., Ltd. (ଫழ΁
ʮ̡)
6 /H1118/H1118/H1118
 Beijing Mininglamp Software
System Co., Ltd. (ଫழ΁
ʮ̡)
7 /H1118/H1118/H1118
 Beijing Mininglamp Software
System Co., Ltd. (ଫழ΁
ʮ̡)
8 /H1118/H1118/H1118
 Beijing Mininglamp Software
System Co., Ltd. (ଫழ΁
ʮ̡)
9 /H1118/H1118/H1118
 Beijing Mininglamp Software
System Co., Ltd. (ଫழ΁
ʮ̡)
10 /H1118/H1118
 Beijing Mininglamp Software
System Co., Ltd. (ଫழ΁
ʮ̡)
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 9–


--- page 709 ---
No. Trademark Registered Owner
11 /H1118/H1118
 Beijing Mininglamp Software
System Co., Ltd. (ଫழ΁
ʮ̡)
12 /H1118/H1118
 Beijing Mininglamp Software
System Co., Ltd. (ଫழ΁
ʮ̡)
13 /H1118/H1118
 Beijing Mininglamp Software
System Co., Ltd. (ଫழ΁
ʮ̡)
14 /H1118/H1118
 Beijing Mininglamp Software
System Co., Ltd. (ଫழ΁
ʮ̡)
15 /H1118/H1118
 Shanghai Mingqi Internet
Technology Co., Ltd. (փ
ʮ̡)
16 /H1118/H1118
 Shanghai Mingqi Internet
Technology Co., Ltd. (փ
ʮ̡)
17 /H1118/H1118
 Shanghai Mingsheng Pinzhi
Artificial Intelligence
Technology Co., Ltd. (௷
ʮ̡)
18 /H1118/H1118
Shanghai Mingsheng Pinzhi
Artificial Intelligence
Technology Co., Ltd. (௷
ʮ̡)
19 /H1118/H1118
Wuhan Y eying Technology Co.,
Ltd. (ʮ̡)
20 /H1118/H1118
 Wuhan Y eying Technology Co.,
Ltd. (ʮ̡)
21 /H1118/H1118
 Xi’an Data Rujin Information
Technology Co., Ltd. ( Гτᅰኽ
ʮ̡)
In addition to the trademarks above, our Group had over 500 trademark registrations in
China.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-10 –


--- page 710 ---
Trademark registered in Hong Kong
As at the Latest Practicable Date, we had registered the following trademark in Hong
Kong which we consider to be or may be material to our business:
No. Trademark Registered Owner
1./H1118/H1118/H1118
 the Company
2./H1118/H1118/H1118 the Company
Software Copyrights
As at the Latest Practicable Date, we had registered the following copyrights which
we consider to be or may be material to our business:
No. Software Copyright Registered Owner
1 /H1118/H1118/H1118Social X Applet Mobile Edition
System V1.0 (Social X ʃ೻ҏ୅
ӻ୕V1.0)
Shanghai Mininglamp Artificial
Intelligence (Group) Co., Ltd.
(ଫɛʈ౽ঐ(ණྠ)ʮ
̡), Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡), Beijing
Mininglamp Zhaohui Technology
Co., Ltd. (ࠢ
ʮ̡), Beijing Mininglamp
Software System Co., Ltd. ( ̏ԯ
ʮ̡)
2 /H1118/H1118/H1118Mingri Data Management Platform
V1.0.0 (˚ᅰኽ၍ଣ̨̻
V1.0.0)
Zhejiang Mingri Data Intelligence
Co., Ltd. (ࠢ
ʮ̡)
3 /H1118/H1118/H1118Mininglamp Intelligent Lingting
System V1.0 (ଫ౽ᅆᜳᛓӻ୕
V1.0)
Beijing Mininglamp Zhaohui
Technology Co., Ltd. (ଫ
ʮ̡)
4 /H1118/H1118/H1118Haoke Enterprise Management
System V1.0 (Άุ၍ଣӻ୕
V1.0)
Xi’an Data Rujin Information
Technology Co., Ltd. ( Гτᅰኽ
ʮ̡)
5 /H1118/H1118/H1118Mininglamp Brain System for
Marketing Data V2.0 (ଫᐄቖ
ᅰኽɽ໘ӻ୕V2.0)
Beijing Mininglamp Software
System Co., Ltd. (ଫழ΁
ʮ̡)
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 1 1–


--- page 711 ---
No. Software Copyright Registered Owner
6 /H1118/H1118/H1118Data Magic Social Matters
Monitoring and Analysis System
1.0 (ӻ୕
1.0)
Beijing Miaozhen Artificial
Intelligence Technology Co., Ltd.
(ʮ̡)
7 /H1118/H1118/H1118HAO Intelligent Open API
Platform V1.0 (HAO׳
APĮ̻V1.0
Shanghai Mininglamp Artificial
Intelligence (Group) Co., Ltd.
(ଫɛʈ౽ঐ(ණྠ)ʮ
̡)
8 /H1118/H1118/H1118Social BI Brand Diagnostic System
V2.1 (Social BI೐ൢᓙӻ୕
V2.1)
Beijing Miaozhen Artificial
Intelligence Technology Co., Ltd.
(ʮ̡)
9 /H1118/H1118/H1118Miaozhen Analytics – Applet
Monitoring System V1.0 (০ʱ
ؓ-ʃ೻ҏ္಻ӻ୕V1.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
10 /H1118/H1118E-commerce In-site Advertisement
and Product Monitoring Platform
V1.0 (္಻
̨̻V1.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
11 /H1118/H1118Jinshuju Advertisement
Management System 1.0 (ᅰኽ
ᄿѓ၍ଣӻ୕1.0)
Xi’an Data Rujin Information
Technology Co., Ltd. ( Гτᅰኽ
ʮ̡)
12 /H1118/H1118Social Matters Monitoring Service
System 1.0 (ਕӻ୕
1.0)
Beijing Mininglamp Software
System Co., Ltd. (ଫழ΁
ʮ̡)
13 /H1118/H1118Miaozhen AdMonitor Viewable
Impression Software V1.0 (০
AdMonitor ̙ԈᖅΈழ΁V1.0)
Beijing Mininglamp Zhaohui
Technology Co., Ltd. (ଫ
ʮ̡)
14 /H1118/H1118
Miaozhen D-Force Panoramic and
Large Screen Display System
V1.0 (০D-Force࢝܈
ͪӻ୕V1.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
15 /H1118/H1118Miaozhen Analysis APP Monitoring
System V1.0 (ؓAPP္಻
ӻ୕V1.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
16 /H1118/H1118DSP Advertisement Precision
Positioning System V1.0 (DSP ᄿ
Зӻ୕V1.0)
Enyike (Beijing) Data Technology
Co., Ltd. (߅(̏ԯ)Ҧ
ʮ̡)
17 /H1118/H1118OOH Audit Outdoor Advertising
Monitoring System V1.3 (OOH
Audit ˒̮ᄿѓ္ᅧӻ୕V1.3)
Beijing Mininglamp Zhaohui
Technology Co., Ltd. (ଫ
ʮ̡)
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-12 –


--- page 712 ---
No. Software Copyright Registered Owner
18 /H1118/H1118Social Matters Analysis System for
Brands at Social Platform
V1.0(ӻ୕
V1.0)
Shanghai Jingshu Information
Technology Co., Ltd. ( ɪऎၚᅰ
ʮ̡)
19 /H1118/H1118Miaozhen MOS Intelligent
Marketing Integrated Supply and
Demand Platform V1.0 (০
MOS౽ঐᐄቖɓ᜗ʷԶც̨̻
V1.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
20 /H1118/H1118Performance Reporting and
Analysis System for FMCG
Advertisement Placement V1.0
(ӻ
୕V1.0)
Shanghai Jingshu Information
Technology Co., Ltd. ( ɪऎၚᅰ
ʮ̡)
21 /H1118/H1118Data V alidation Management
Software for Advertisement
Placement V1.0 (ᅰኽ᜕
ᗇ၍ଣழ΁V1.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
22 /H1118/H1118Performance Development Software
for Advertisement Placement
V1.0 (ઢழ΁
V1.0)
Shanghai Jingshu Information
Technology Co., Ltd. ( ɪऎၚᅰ
ʮ̡)
23 /H1118/H1118Dynamic Monitoring System for
Website Advertisement Link
V1.0 (ᄿѓᗡટਗ࿒္છӻ
୕V1.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
24 /H1118/H1118Labeling Management Software for
Advertisement Placement V1.0
(ᅺᖦʷ၍ଣழ΁V1.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
25 /H1118/H1118Video Advertising Spots Analysis
and Tracking System V1.0 ( ൖ᎖
༧㮴ӻ୕V1.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
26 /H1118/H1118Business Trend-based
Advertisement Precision
Placement Management Platform
V1.0 (ࡘ
၍ଣ̨̻V1.0)
Shanghai Jingshu Information
Technology Co., Ltd. ( ɪऎၚᅰ
ʮ̡)
27 /H1118/H1118Advertisement Monitoring
Abnormal Data Capturing
Software V1.0 ( ᄿѓ္಻ମ੬ᅰ
Ҵ՟ழ΁V1.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-13 –


--- page 713 ---
No. Software Copyright Registered Owner
28 /H1118/H1118Advertisement Traffic Tracking
Report System V1.0 (ඎ༧
ӻ୕V1.0)
Shanghai Jingshu Information
Technology Co., Ltd. ( ɪऎၚᅰ
ʮ̡)
29 /H1118/H1118Cross-platform Advertisement
Placement Performance
Integration System V1.0 ( ༨̨̻
዆Υӻ୕V1.0)
Shanghai Jingshu Information
Technology Co., Ltd. ( ɪऎၚᅰ
ʮ̡)
30 /H1118/H1118Video Advertisement Control and
Pushing System V1.0 ( ൖ᎖ᄿѓ
છՓၾપ৔ӻ୕V1.0)
Enyike (Beijing) Data Technology
Co., Ltd. (߅(̏ԯ)Ҧ
ʮ̡)
31 /H1118/H1118Internet Monitoring and Analysis
Platform for Social Matters V1.0
(̨̻V1.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
32 /H1118/H1118Advertising Code Monitoring and
Analysis System V1.0 (׳
ӻ୕V1.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
33 /H1118/H1118Dynamic Monitoring Software for
Mobile Advertisement Placement
V1.0 (ਗ࿒္಻
ழ΁V1.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
34 /H1118/H1118Anti-Cheating Warning and
Monitoring System for
Advertisement Placement V1.0
(ˀЪ࿌ཫᙆ္಻ӻ୕
V1.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
35 /H1118/H1118Internet Monitoring Platform for
Advertisement Placement
Performance V1.0 ( ʝᑌၣᄿѓҳ
္છ̨̻V1.0)
Shanghai Jingshu Information
Technology Co., Ltd. ( ɪऎၚᅰ
ʮ̡)
36 /H1118/H1118Customized Data Reporting
Software for Advertisement
Placement V1.0 (ᅰኽІ
ழ΁V1.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
37 /H1118/H1118Real-time Advertisement Placement
Performance Display Platform
for Advertisers V1.0 ( ᄿѓ˴ᄿѓ
̨̻ͪV1.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
38 /H1118/H1118Video Advertisement Placement
Monitoring Report System V1.0
(ӻ୕
V1.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-14 –


--- page 714 ---
No. Software Copyright Registered Owner
39 /H1118/H1118Advertisement Cheating Abnormal
Data Capturing and Analysis
System V1.0 ( ᄿѓЪ࿌ମ੬ᅰኽ
ӻ୕V1.0)
Shanghai Jingshu Information
Technology Co., Ltd. ( ɪऎၚᅰ
ʮ̡)
40 /H1118/H1118Advertising Data Visualization
Billboard Platform V1.0 ( ᄿѓҳ
̨̻V1.0)
Shanghai Jingshu Information
Technology Co., Ltd. ( ɪऎၚᅰ
ʮ̡)
41 /H1118/H1118Advertisement Abnormal Warning
System V1.0 (ମ੬ཫᙆ
ӻ୕V1.0)
Shanghai Jingshu Information
Technology Co., Ltd. ( ɪऎၚᅰ
ʮ̡)
42 /H1118/H1118Advertising Data Management
Platform V1.0 ( ᄿѓᅰኽ၍ଣ̻
̨V1.0)
Shanghai Jingshu Information
Technology Co., Ltd. ( ɪऎၚᅰ
ʮ̡)
43 /H1118/H1118Social Media Insight and Analysis
System for Social Matters V1.0
(ӻ୕
V1.0)
Enyike (Beijing) Data Technology
Co., Ltd. (߅(̏ԯ)Ҧ
ʮ̡)
44 /H1118/H1118First-Party Data Management
Software for Advertisers V2.6
(ᄿѓ˴ୋɓ˙ᅰኽ၍ଣழ΁
V2.6)
Enyike (Beijing) Data Technology
Co., Ltd. (߅(̏ԯ)Ҧ
ʮ̡)
45 /H1118/H1118Mininglamp Intelligent Q&A
System for Industry Knowledge
Graph V1.0 (ᗆྡᗅ
౽ঐਪഈӻ୕V1.0)
Nanjing Mininglamp Technology
Co., Ltd. (ʮ
̡)
46 /H1118/H1118Mininglamp Intelligent Building
System for Industry Knowledge
Graph (ᗆྡᗅ౽ঐʷ
ӻ୕V3.2)
Nanjing Mininglamp Technology
Co., Ltd. (ʮ
̡
)
47 /H1118/H1118Knowledge Graph Platform 3.5 (ٝ
ᗆྡᗅ̨̻3.5)
Beijing Mininglamp Software
System Co., Ltd. (ଫழ΁
ʮ̡)
48 /H1118/H1118Miaozhen Context Monitor System
1.0 (০ᄌ္ͦ಻ӻ୕1.0)
Beijing Miaozhen Information
Consulting Co., Ltd. (ڦ
ʮ̡)
49 /H1118/H1118Miaozhen Data Platform 1.0 (০
ᅰኽ̨̻1.0)
Miaozhen Information Technology
Co., Ltd. (ʮ
̡)
50 /H1118/H1118Miaozhen Withdata Html5
Monitoring System V2.0 (০
Withdata Html5 ္಻ӻ୕V2.0)
Beijing Miaozhen Information
Consulting Co., Ltd. (ڦ
ʮ̡)
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-15 –


--- page 715 ---
No. Software Copyright Registered Owner
51 /H1118/H1118Miaozhen One-Stop Hybrid Cloud
Solution Kimi System 1.0 (০
ࣩkimi ӻ୕
1.0)
Miaozhen Information Technology
Co., Ltd. (ʮ
̡)
52 /H1118/H1118Miaozhen Internet Marketing False
Traffic Avoidance System 2.0 (߆
ඎ஝ᒒӻ୕
2.0)
Miaozhen Information Technology
Co., Ltd. (ʮ
̡)
53 /H1118/H1118Mininglamp Hive Knowledge
Graph Database Software V2.4
(ழ΁
V2.4)
Beijing Mininglamp Software
System Co., Ltd. (ଫழ΁
ʮ̡)
54 /H1118/H1118Miaozhen Self-service Monitoring
System 2.0 (০Іп္಻ӻ୕
2.0)
Beijing Miaozhen Information
Consulting Co., Ltd. (ڦ
ʮ̡)
55 /H1118/H1118Miaozhen Live Monitoring
Software 5.0 (ᅧ္಻ழ΁
5.0)
Miaozhen Information Technology
Co., Ltd. (ʮ
̡)
56 /H1118/H1118Miaozhen Socimeter Monitoring
Software for Social Matters 2.0
(০ᒑϷΌၣᒑઋ္಻ழ΁2.0)
Beijing Miaozhen Information
Consulting Co., Ltd. (ڦ
ʮ̡)
57 /H1118/H1118Miaozhen CMS Contract
Management Software V3.0 (߆
০CMSΥΝ၍ଣழ΁V3.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
58 /H1118/H1118Miaozhen UnionPay Business Data
Magic System V1.0 (০ვᑌਠ
ਕᅰኽᚭ˙ӻ୕V1.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
59 /H1118/H1118Miaozhen SMS Big Data
Management Platform V1.0 (߆
ɽᅰኽ၍ଣ̨̻
V1.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
60 /H1118/H1118Miaozhen OOHMonitor Outdoor
Advertisement Monitoring
Software 1.0 (০OOHMonitor
˒̮ᄿѓ္಻ழ΁1.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
61 /H1118/H1118Miaozhen IES Media Log Service
System 4.0 (০IES؂
ਕӻ୕4.0)
Beijing Miaozhen Information
Consulting Co., Ltd. (ڦ
ʮ̡)
62 /H1118/H1118Miaozhen Data Management
Platform 2.0 (০ᅰኽ၍ଣ̨̻
2.0)
Beijing Miaozhen Information
Consulting Co., Ltd. (ڦ
ʮ̡)
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-16 –


--- page 716 ---
No. Software Copyright Registered Owner
63 /H1118/H1118Miaozhen SmartV erify Internet
Advertisement Cheating
Monitoring Software 1.0 (০
SmartV erifyʝᑌၣᄿѓЪ࿌္಻
ழ΁1.0)
Beijing Miaozhen Information
Consulting Co., Ltd. (ڦ
ʮ̡)
64 /H1118/H1118Miaozhen Admonitor Internet and
Mobile Advertisement
Monitoring Software 5.0 (০
Admonitor ʝᑌၣʿ୅ਗʝᑌၣᄿ
ѓ္಻ழ΁5.0)
Shanghai Miaozhen Internet
Technology Co., Ltd. (০
ʮ̡)
65 /H1118/H1118Miaozhen Third-party
Advertisement Monitoring
System Software V1.0 (০ୋɧ
˙ᄿѓ္಻ӻ୕ழ΁V1.0)
Beijing Miaozhen Information
Consulting Co., Ltd. (ڦ
ʮ̡)
66 /H1118/H1118Mingqi Intelligent Service Platform
for Store Operation and
Maintenance (Management Side)
V1.0 (ਕ̻
̨(၍ଣ၌) V1.0)
Shanghai Mingqi Internet
Technology Co., Ltd. (փ
ʮ̡)
67 /H1118/H1118Mingqi Store Data Service Cloud
Platform V1.0 (؂
ਕථ̨̻V1.0)
Shanghai Mingqi Internet
Technology Co., Ltd. (փ
ʮ̡)
68 /H1118/H1118Yingshiyi Marketing Task System
V1.0 (ᄂᐄቖ΂ਕӻ୕V1.0)
Shanghai Mingsheng Pinzhi
Artificial Intelligence
Technology Co., Ltd. (௷
ʮ̡)
69 /H1118/H1118Mingsheng Pinzhi Intelligent Store
Inspection System V1.0 (ۜ
ӻ୕V1.0)
Shanghai Mingsheng Pinzhi
Artificial Intelligence
Technology Co., Ltd. (௷
ʮ̡)
70 /H1118/H1118AI Center Model Training System
V1.0 (AI৅ᇖӻ୕V1.0)
Shanghai Guisheng Technology
Co., Ltd. (ʮ
̡)
71
/H1118/H1118Franchise Store Management
System V2.0 (၍ଣ
ӻ୕V2.0)
Zhengzhou Jizhi Chenghe
Technology Co., Ltd. ( ቍψණ౽
ʮ̡)
72 /H1118/H1118Daiweisi Store Equipment Online
Monitoring Management System
V1.0 (ண௪ίᇞ္಻
၍ଣӻ୕V1.0)
Guangzhou Daiweisi Electronic
Technology Co., Ltd. ( ᄿψ̹Ꮦ
ʮ̡)
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-17 –


--- page 717 ---
No. Software Copyright Registered Owner
73 /H1118/H1118Daiweisi Customer Management
System V1.0 (˒၍ଣӻ
୕V1.0)
Guangzhou Daiweisi Electronic
Technology Co., Ltd. ( ᄿψ̹Ꮦ
ʮ̡)
74 /H1118/H1118Huiyi Web Translation and
Multilingual Content
Management Collaboration
Platform 1.4.3 (ᔕᙇၾ
၍ଣ՘Ν̨̻1.4.3)
Wuhan Y eying Technology Co.,
Ltd. (ʮ̡)
In addition to the software copyrights above, our Group had over 400 registered
copyrights.
Patents
As at the Latest Practicable Date, we had registered the following patents which we
consider to be or may be material to our business:
No. Patent Patent Owner Patent Category
1 /H1118/H1118/H1118Methods, SDKs and
servers for processing
monitoring requests ( ္
e
SDKਕኜ)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
2 /H1118/H1118/H1118A method and system for
estimating the number
of unique visitors ( ዹͭ
ձ
ӻ୕)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
3 /H1118/H1118/H1118A method and device for
monitoring video
advertisements ( ൖ᎖ᄿ
ʿༀໄ)
Shanghai Mininglamp
Artificial Intelligence
(Group) Co., Ltd. ( ɪऎ
ଫɛʈ౽ঐ(ණྠ)Ϟ
ʮ̡)
Invention
4 /H1118/H1118/H1118A method and device for
realizing DSP
advertisement placement
(ɓ၇ྼତDSP׳
ʿༀໄ)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-18 –


--- page 718 ---
No. Patent Patent Owner Patent Category
5 /H1118/H1118/H1118An advertisement
placement method,
device and
advertisement placement
server (˙
؂׳
ਕኜ)
Shanghai Mininglamp
Artificial Intelligence
(Group) Co., Ltd. ( ɪऎ
ଫɛʈ౽ঐ(ණྠ)Ϟ
ʮ̡)
Invention
6 /H1118/H1118/H1118A method and device for
internet monitoring anti-
cheating ( ɓ၇ʝᑌၣ္
ձༀໄ)
Shanghai Mininglamp
Artificial Intelligence
(Group) Co., Ltd. ( ɪऎ
ଫɛʈ౽ঐ(ණྠ)Ϟ
ʮ̡)
Invention
7 /H1118/H1118/H1118A zombie account
detection method and
device (ሪ໮Ꮸ಻˙
ձༀໄ)
Beijing Miaozhen
Artificial Intelligence
Technology Co., Ltd.
(Ҧ
ʮ̡)
Invention
8 /H1118/H1118/H1118A graph storage
management method
and device ( ɓ၇ྡᗅπ
ʿༀໄ)
Beijing Mininglamp
Software System Co.,
Ltd. (ଫழ΁ӻ୕
ʮ̡)
Invention
9 /H1118/H1118/H1118A method and related
device for knowledge
graph data display (ٝ
ʿ
ᗫༀໄ)
Beijing Mininglamp
Software System Co.,
Ltd. (ଫழ΁ӻ୕
ʮ̡)
Invention
10 /H1118/H1118A method, device,
electronic equipment
and readable storage
medium for displaying a
relationship graph ( ɓ၇
eༀ
ໄeཥɿண௪ʿ̙ᛘπ
Ꮇʧሯ)
Beijing Mininglamp
Software System Co.,
Ltd. (ଫழ΁ӻ୕
ʮ̡)
Invention
11 /H1118/H1118A label switching method
and device, computer
readable storage
medium ( ɓ၇ᅺᖦʲ౬
ၑዚ̙
ᛘπᎷʧሯ)
Beijing Mininglamp
Software System Co.,
Ltd. (ଫழ΁ӻ୕
ʮ̡)
Invention
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-19 –


--- page 719 ---
No. Patent Patent Owner Patent Category
12 /H1118/H1118A search optimization
method and device ( ɓ
ʿༀໄ)
Beijing Mininglamp
Software System Co.,
Ltd. (ଫழ΁ӻ୕
ʮ̡)
Invention
13 /H1118/H1118A conversation content
recognition method,
device, equipment and
computer-readable
medium (ᗆй
ࠇ
ၑዚ̙ᛘʧሯ)
Beijing Mininglamp
Zhaohui Technology
Co., Ltd. (ሾ
ʮ̡)
Invention
14 /H1118/H1118An equipment model
identification method
and device, electronic
equipment, storage
media (ᗆй˙
ʿༀໄeཥɿண௪e
πᎷʧሯ)
Beijing Mininglamp
Zhaohui Technology
Co., Ltd. (ሾ
ʮ̡)
Invention
15 /H1118/H1118A method and device for
obtaining traffic flow of
a target object in a lift
(ݴ
ʿༀໄ)
Beijing Mininglamp
Zhaohui Technology
Co., Ltd. (ሾ
ʮ̡)
Invention
16 /H1118/H1118An advertisement
placement method,
system and internet
service system ( ɓ၇ᄿ
eӻ୕ʿʝ
ਕӻ୕)
Beijing Mininglamp
Zhaohui Technology
Co., Ltd. (ሾ
ʮ̡)
Invention
17 /H1118/H1118A method, device,
medium and equipment
for predicting the effect
of cross-media
promotion ( ɓ၇༨దʧ
ཫП˙
eༀໄeʧሯձண௪)
Beijing Mininglamp
Zhaohui Technology
Co., Ltd. (ሾ
ʮ̡)
Invention
18 /H1118/H1118A method and device for
connecting equipment
(ձ
ༀໄ)
Beijing Mininglamp
Zhaohui Technology
Co., Ltd. (ሾ
ʮ̡)
Invention
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-20 –


--- page 720 ---
No. Patent Patent Owner Patent Category
19 /H1118/H1118A distributed network data
collection method and
system based on
sniffing (෠ઞ
ʱ̺όၣഖᅰኽમණ
ʿӻ୕)
Beijing Mininglamp
Zhaohui Technology
Co., Ltd. (ሾ
ʮ̡)
Invention
20 /H1118/H1118A method, system and
retrieval method for
disambiguation of word
meanings by applying
computers (ࠇ
ٙ؜
ج)
Beijing Mininglamp
Zhaohui Technology
Co., Ltd. (ሾ
ʮ̡)
Invention
21 /H1118/H1118A method and device for
determining IP address
attribution (֛IP
ձༀ
ໄ)
Beijing Miaozhen
Information Consulting
Co., Ltd. (ࢹڦ
ʮ̡)
Invention
22 /H1118/H1118A method and device for
counting access
indicators for e-mail
advertisements ( ɓ၇୕
ܸ
ʿༀໄ)
Beijing Miaozhen
Information Consulting
Co., Ltd. (ࢹڦ
ʮ̡)
Invention
23 /H1118/H1118A method and apparatus
for identifying a unique
user ( ɓ၇ᗆйዹͭ͜˒
ձༀໄ)
Beijing Miaozhen
Information Consulting
Co., Ltd. (ࢹڦ
ʮ̡)
Invention
24 /H1118/H1118Method, system,
electronic device and
readable storage
medium for dynamic
updating of service
configurations (ਕৣ
eӻ
୕eཥɿண௪ʿ̙ᛘπ
Ꮇʧሯ)
Enyike (Beijing) Data
Technology Co., Ltd.
(߅(̏ԯ)Ҧ
ʮ̡)
Invention
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-21 –


--- page 721 ---
No. Patent Patent Owner Patent Category
25 /H1118/H1118Method, system,
equipment and storage
medium for generating
an automated calendar
for generic
advertisement placement
(׳
eӻ୕eண
௪ʿπᎷʧሯ)
Enyike (Beijing) Data
Technology Co., Ltd.
(߅(̏ԯ)Ҧ
ʮ̡)
Invention
26 /H1118/H1118A method, system,
computer equipment
and storage medium for
OTT advertisement
placement ( ɓ၇OTTᄿ
ࠇ
ၑዚண௪ʿπᎷʧሯ)
Enyike (Beijing) Data
Technology Co., Ltd.
(߅(̏ԯ)Ҧ
ʮ̡)
Invention
27 /H1118/H1118Methods, devices,
computer equipment
and storage medium for
generating creative
pictures for
advertisements ( ᄿѓ௴
eༀ
ၑዚண௪ʿπᎷ
ʧሯ)
Enyike (Beijing) Data
Technology Co., Ltd.
(߅(̏ԯ)Ҧ
ʮ̡)
Invention
28 /H1118/H1118PDB advertising traffic
optimization method,
device, storage medium
and electronic device
(PDBඎᎴ፯˙
eༀໄeπᎷʧሯʿ
ཥɿண௪)
Enyike (Beijing) Data
Technology Co., Ltd.
(߅(̏ԯ)Ҧ
ʮ̡)
Invention
29 /H1118/H1118A configuration update
method and device ( ɓ
ʿༀໄ)
Enyike (Beijing) Data
Technology Co., Ltd.
(߅(̏ԯ)Ҧ
ʮ̡)
Invention
30 /H1118/H1118A method and device for
user interface data
isolation (ࠦޢ
ʿༀໄ)
Enyike (Beijing) Data
Technology Co., Ltd.
(߅(̏ԯ)Ҧ
ʮ̡)
Invention
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-22 –


--- page 722 ---
No. Patent Patent Owner Patent Category
31 /H1118/H1118Methods and devices for
processing real-time
data (˙
ձༀໄ)
Enyike (Beijing) Data
Technology Co., Ltd.
(߅(̏ԯ)Ҧ
ʮ̡)
Invention
32 /H1118/H1118Method, device, electronic
equipment and storage
medium for determining
equipment labeling ( ண
eༀ
ໄeཥɿண௪ʿπᎷʧ
ሯ)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
33 /H1118/H1118Method, device, electronic
equipment and storage
medium for displaying
graph-based information
(ᜑͪ˙
eༀໄeཥɿண௪ʿ
πᎷʧሯ)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
34 /H1118/H1118A method and device for
cross-device user
identification ( ɓ၇༨ண
ʿༀໄ)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
35 /H1118/H1118A method and device for
detecting the number of
people in front of a TV
screen (ɛ
ʿༀ
ໄ)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
36 /H1118/H1118A method and device for
evaluating the creativity
of information flow ( ɓ
˙
ʿༀໄ)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
37 /H1118/H1118A method and device for
recognizing emotions
(ʿ
ༀໄ)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-23 –


--- page 723 ---
No. Patent Patent Owner Patent Category
38 /H1118/H1118Method and device for
monitoring abnormal
traffic and encrypting
monitoring code ( ္಻
ඎe̋੗္಻˾
ʿༀໄ)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
39 /H1118/H1118Method, device,
equipment and storage
medium for monitoring
service information (؂
eༀ
ໄeண௪ʿπᎷʧሯ)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
40 /H1118/H1118Method, device, server
and storage medium for
estimating the amount
of multimedia playback
on a network ( ၣഖεద
e
ਕኜʿπᎷʧ
ሯ)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
41 /H1118/H1118Method, device and
readable storage
medium for detecting
playback ratio of
browsing resources ( ᓭ
Ꮸ಻
eᏨ಻ༀໄʿ̙ᛘ
πᎷʧሯ)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
42 /H1118/H1118A method and device for
pushing information ( ɓ
ʿༀໄ)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
43 /H1118/H1118A method and device for
image encryption
transmission and image
decryption ( ɓ၇ྡ྅̋
ج
ʿༀໄ)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-24 –


--- page 724 ---
No. Patent Patent Owner Patent Category
44 /H1118/H1118A method and system for
calculating digital
television target
audience (ၑᅰο
ձ
ӻ୕)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
45 /H1118/H1118Method and device for
user gender analysis ( ͜
ձༀໄ)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
46 /H1118/H1118A method and system for
estimating effectiveness
of internet media
portfolio placement ( ɓ
׳
ʿӻ୕)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
47 /H1118/H1118A method and device for
achieving statistical
analysis of Internet user
visits ( ྼତʝᑌၣ͜˒
˙
ʿༀໄ)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
48 /H1118/H1118A method and its system
for monitoring IPTV
user behavior ( ɓ၇္಻
IPTVʿ
Չӻ୕)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
49 /H1118/H1118Method, device, electronic
equipment, and storage
medium for ranking the
sound of items ( ධͦᑊ
eༀໄeཥ
ɿண௪eπᎷʧሯ)
Shanghai Jingshu
Information Technology
Co., Ltd. (ࢹڦ
ʮ̡)
Invention
50 /H1118/H1118Method, device and
equipment for
predicting the reach of
regional advertising ( ͜
ཫ಻ਜਹᄿѓᙃ༺ଟ
eༀໄʿண௪)
Shanghai Mininglamp
Artificial Intelligence
(Group) Co., Ltd. ( ɪऎ
ଫɛʈ౽ঐ(ණྠ)Ϟ
ʮ̡)
Invention
51 /H1118/H1118A method and device for
storing data ( ɓ၇πᎷ
ʿༀໄ)
Xi’an Data Rujin
Information Technology
Co., Ltd. (ږ
ʮ̡)
Invention
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-25 –


--- page 725 ---
No. Patent Patent Owner Patent Category
52 /H1118/H1118A method and device for
form processing (ఊ
ձༀໄ)
Xi’an Data Rujin
Information Technology
Co., Ltd. (ږ
ʮ̡)
Invention
53 /H1118/H1118Method, device, electronic
equipment and storage
medium for user triage
processing (ஈ
eༀໄeཥɿ
ண௪ʿπᎷʧሯ)
Wuhan Y eying Technology
Co., Ltd. (Ҧ
ʮ̡)
Invention
54 /H1118/H1118Method, device and
storage medium for
processing dialogue
messages (ٙࢹڦ
eༀໄʿπᎷ
ʧሯ)
Wuhan Y eying Technology
Co., Ltd. (Ҧ
ʮ̡)
Invention
55 /H1118/H1118Method, device and
storage medium for
conservation reminder
(eༀໄʿ
πᎷʧሯ)
Wuhan Y eying Technology
Co., Ltd. (Ҧ
ʮ̡)
Invention
56 /H1118/H1118System and method for
multi-angle object
image collection for
machine learning and
deep learning training
purposes ( ዚኜኪ୦ձଉ
᜗ε
ྡ྅મණӻ୕ʿ˙
ج)
Shanghai Mingqi Internet
Technology Co., Ltd.
(ࠢ
ʮ̡)
Invention
57 /H1118/H1118Method and device for
recording feature
information (ࢹڦ
ʿༀໄ)
Shanghai Mingsheng
Pinzhi Artificial
Intelligence Technology
Co., Ltd. (౽
ʮ̡)
Invention
58 /H1118/H1118A method and device for
text recognition ( ɓ၇˖
ձༀໄ)
Shanghai Guisheng
Technology Co., Ltd.
(ʮ̡)
Invention
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-26 –


--- page 726 ---
No. Patent Patent Owner Patent Category
59 /H1118/H1118A method, device and
computer readable
storage medium for
information search ( ɓ
eༀໄ
ၑዚ̙ᛘπᎷʧሯ)
Shanghai Guisheng
Technology Co., Ltd.
(ʮ̡)
Invention
60 /H1118/H1118Method, device and
systems for adaptive
acquisition of hyper-
parameters for face
models (ۨ
˙
eༀໄձӻ୕)
Shanghai Mininglamp
Artificial Intelligence
(Group) Co., Ltd. ( ɪऎ
ଫɛʈ౽ঐ(ණྠ)Ϟ
ʮ̡)
Invention
61 /H1118/H1118Method and device,
storage medium,
electronic equipment for
face recognition ( ɛᑕ
ʿༀໄeπᎷ
ʧሯeཥɿண௪)
Shanghai Mininglamp
Artificial Intelligence
(Group) Co., Ltd. ( ɪऎ
ଫɛʈ౽ঐ(ණྠ)Ϟ
ʮ̡)
Invention
62 /H1118/H1118Method, device,
equipment and
computer readable
medium for image
recognition ( ྡ྅ᗆй˙
ၑ
ዚ̙ᛘʧሯ)
Shanghai Mininglamp
Artificial Intelligence
(Group) Co., Ltd. ( ɪऎ
ଫɛʈ౽ঐ(ණྠ)Ϟ
ʮ̡)
Invention
63 /H1118/H1118Method, device,
equipment and
computer readable
medium for brain signal
processing (໮ஈ
eༀໄeண௪ʿ
ၑዚ̙ᛘʧሯ)
Beijing University |
Shanghai Mininglamp
Artificial Intelligence
(Group) Co., Ltd. ( ɪऎ
ଫɛʈ౽ঐ(ණྠ)Ϟ
ʮ̡) | Shanghai
Artificial Intelligence
Innovation Center ( ɪऎ
ɛʈ౽ঐ௴อʕː)
Invention
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-27 –


--- page 727 ---
No. Patent Patent Owner Patent Category
64 /H1118/H1118Method, device,
equipment and
computer readable
medium for constructing
a large language model
(˙
ၑ
ዚ̙ᛘʧሯ)
Beijing University |
Shanghai Mininglamp
Artificial Intelligence
(Group) Co., Ltd. ( ɪऎ
ଫɛʈ౽ঐ(ණྠ)Ϟ
ʮ̡)
Invention
65 /H1118/H1118A method and device for
model training based on
online conversation
annotation (ί
৅ᇖ
ʿༀໄ)
Beijing Mininglamp
Software System Co.,
Ltd. (ଫழ΁ӻ୕
ʮ̡)
Invention
66 /H1118/H1118A method, device,
equipment and medium
for physical alignment
(eༀ
ໄeண௪ʿʧሯ)
Beijing Mininglamp
Software System Co.,
Ltd. (ଫழ΁ӻ୕
ʮ̡)
Invention
67 /H1118/H1118Method, device, electronic
equipment and storage
medium for extraction
of upstream/downstream
relationship ( ɪɨದᗫ
eༀໄe
ཥɿண௪ʿπᎷʧሯ)
Beijing Mininglamp
Software System Co.,
Ltd. (ଫழ΁ӻ୕
ʮ̡)
Invention
68 /H1118/H1118Method, system, storage
medium and electronic
equipment for graph-
based recommendation
(e
ӻ୕eπᎷʧሯʿཥɿ
ண௪)
Beijing Mininglamp
Software System Co.,
Ltd. (ଫழ΁ӻ୕
ʮ̡)
Invention
69 /H1118/H1118A method, device,
electronic equipment
and storage medium for
knowledge graph
construction (ᗆ
eༀໄe
ཥɿண௪ʿπᎷʧሯ)
Beijing Mininglamp
Software System Co.,
Ltd. (ଫழ΁ӻ୕
ʮ̡)
Invention
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-28 –


--- page 728 ---
No. Patent Patent Owner Patent Category
70 /H1118/H1118Method and device,
storage medium and
electronic device for
data search (༔˙
ʿༀໄeπᎷʧሯe
ཥɿༀໄ)
Beijing Mininglamp
Software System Co.,
Ltd. (ଫழ΁ӻ୕
ʮ̡)
Invention
71 /H1118/H1118A method, device,
equipment and storage
medium for identifying
multimedia abnormal
comments (͍
eༀ
ໄeண௪ʿπᎷʧሯ)
Beijing Miaozhen
Artificial Intelligence
Technology Co., Ltd.
(Ҧ
ʮ̡)
Invention
72 /H1118/H1118A method and device for
classification of goods
(ʿༀ
ໄ)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
73 /H1118/H1118Method, device, data
processing equipment
and storage medium for
generating knowledge
graph (ᗆྡᗅ͛ϓ˙
eༀໄeᅰኽஈଣண
௪ʿπᎷʧሯ)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
74 /H1118/H1118Method and device,
electronic equipment,
storage medium for risk
alerts (ٙ
ʿༀໄeཥɿண
௪eπᎷʧሯ)
Shanghai Mininglamp
Artificial Intelligence
(Group) Co., Ltd. ( ɪऎ
ଫɛʈ౽ঐ(ණྠ)Ϟ
ʮ̡)
Invention
75 /H1118/H1118Method, system, computer
equipment and
computer readable
storage medium for
physical
recommendation ( ྼ᜗
ၑ
ၑዚ̙ᛘπ
Ꮇʧሯ)
Shanghai Miaozhen
Internet Technology
Co., Ltd. (০ၣഖ
ʮ̡)
Invention
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-29 –


--- page 729 ---
No. Patent Patent Owner Patent Category
76 /H1118/H1118Method and device for
identifying abnormal
complaint events ( ମ੬
ʿ
ༀໄ)
Shanghai Mingsheng
Pinzhi Artificial
Intelligence Technology
Co., Ltd. (౽
ʮ̡)
Invention
77 /H1118/H1118Method and device,
storage medium,
electronic device for
determining abnormal
information (ࢹڦ
ʿༀໄeπ
Ꮇʧሯeཥɿༀໄ)
Shanghai Mingsheng
Pinzhi Artificial
Intelligence Technology
Co., Ltd. (౽
ʮ̡)
Invention
78 /H1118/H1118A method and device for
processing knowledge
graph-based events ( ɓ
ԫ΁
ʿༀໄ)
Shanghai Mingsheng
Pinzhi Artificial
Intelligence Technology
Co., Ltd. (౽
ʮ̡)
Invention
79 /H1118/H1118Method, device,
equipment and
computer readable
medium for construction
of graph model for
administrative affairs
(˙
ၑ
ዚ̙ᛘʧሯ)
Beijing Mininglamp
Software System Co.,
Ltd. (ଫழ΁ӻ୕
ʮ̡)
Invention
80 /H1118/H1118Method and system for
predictive model
training (৅ᇖ
ʿӻ୕)
Beijing Mininglamp
Software System Co.,
Ltd. (ଫழ΁ӻ୕
ʮ̡)
Invention
81 /H1118/H1118Method, system,
electronic device and
medium for extracting
labels based on a
knowledge graph (׵
ᅺᖦ౤՟˙
eӻ୕eཥɿண௪ʿ
ʧሯ)
Nanjing Mininglamp
Technology Co., Ltd.
(ʮ̡)
Invention
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-30 –


--- page 730 ---
No. Patent Patent Owner Patent Category
82 /H1118/H1118A method, device,
equipment and storage
medium for encryption
(eༀ
ໄeண௪ʿπᎷʧሯ)
Beijing Mininglamp
Software System Co.,
Ltd. (ଫழ΁ӻ୕
ʮ̡)
Invention
83 /H1118/H1118Method and device,
storage medium and
electronic device for
data processing (ٙ
ʿༀໄeπᎷ
ʧሯձཥɿༀໄ)
Beijing Mininglamp
Software System Co.,
Ltd. (ଫழ΁ӻ୕
ʮ̡)
Invention
84 /H1118/H1118Method, system, computer
device and storage
medium for IP abnormal
traffic detection (IP ମ੬
eӻ୕e
ၑዚண௪ʿπᎷʧሯ)
Beijing Mininglamp
Zhaohui Technology
Co., Ltd. (ሾ
ʮ̡)
Invention
85 /H1118/H1118A method, device, storage
medium and electronic
equipment for
generating landing page
URLs (ࠫ
eༀໄeπ
Ꮇʧሯձཥɿண௪)
Beijing Mininglamp
Zhaohui Technology
Co., Ltd. (ሾ
ʮ̡)
Invention
86 /H1118/H1118A method and a device for
realizing processing of
viewing information ( ɓ
ٙ
ʿༀໄ)
Beijing Mininglamp
Zhaohui Technology
Co., Ltd. (ሾ
ʮ̡)
Invention
87 /H1118/H1118A method and device for
identifying unique
visitor (٫
ʿༀໄ)
Beijing Miaozhen
Information Consulting
Co., Ltd. (ࢹڦ
ʮ̡)
Invention
88 /H1118/H1118A method, device and
system for data
processing ( ɓ၇ᅰኽஈ
eༀໄʿӻ୕)
Enyike (Beijing) Data
Technology Co., Ltd.
(߅(̏ԯ)Ҧ
ʮ̡)
Invention
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-31 –


--- page 731 ---
No. Patent Patent Owner Patent Category
89 /H1118/H1118Method, device, storage
medium and electronic
device for sending
messages (೯৔
eༀໄeπᎷʧሯ
ʿཥɿༀໄ)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
90 /H1118/H1118Method, device, servers
and storage medium for
real-time optimization
of black and white lists
(Ꮄʷ˙
ਕኜʿπ
Ꮇʧሯ)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
91 /H1118/H1118A method and device for
calculating the number
of exposure devices ( ɓ
ၑ
ʿༀໄ)
Miaozhen Information
Technology Co., Ltd.
(ʮ̡)
Invention
92 /H1118/H1118Method for labeling
internet browsing
device and cookie
server ( ʝᑌၣᓭᚎண௪
˸ʿCookie
ਕኜ)
Shanghai Mininglamp
Artificial Intelligence
(Group) Co., Ltd. ( ɪऎ
ଫɛʈ౽ঐ(ණྠ)Ϟ
ʮ̡)
Invention
93 /H1118/H1118A displaying method,
displaying device and
readable storage
medium for controls ( ɓ
ᜑͪ˙
eᜑͪༀໄʿ̙ᛘπ
Ꮇʧሯ)
Shanghai Miaozhen
Internet Technology
Co., Ltd. (০ၣഖ
ʮ̡)
Invention
94 /H1118/H1118Modeling method, device,
storage medium and
electronic device for
vertical federated
learning ( ᐽΣᑌԞኪ୦
eༀໄeπ
Ꮇʧሯ˸ʿཥɿண௪)
Zhejiang Mingri Data
Intelligence Co., Ltd.
(ࠢ
ʮ̡)
Invention
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-32 –


--- page 732 ---
No. Patent Patent Owner Patent Category
95 /H1118/H1118Method, device and
electronic equipment for
project processing ( ධͦ
eༀໄձཥɿ
ண௪)
Wuhan Y eying Technology
Co., Ltd. (Ҧ
ʮ̡)
Invention
96 /H1118/H1118A method, system, device,
and storage medium for
configurable validation
of XML files ( ɓ၇
XML᜕
eӻ୕eண௪ʿπ
Ꮇʧሯ
Enyike (Beijing) Data
Technology Co., Ltd.
(߅(̏ԯ)Ҧ
ʮ̡)
Invention
97 /H1118/H1118Method and device for
monitoring fire in a
restaurant (ٙ
ʿༀໄ)
Shanghai Guisheng
Technology Co., Ltd.
(ʮ̡)
Invention
In addition to the patents above, our Group had over registered 1,900 patents and
over 900 patent applications.
Domain names
As at the Latest Practicable Date, we owned the following domain names which we
consider to be or may be material to our business:
No. Domain name Registered owner Registration date Expiration date
1. /H1118/H1118/H1118mininglamp.com Beijing Mininglamp
Software System
Co., Ltd. (׼
ࠢ
ʮ̡)
2013/8/16 2025/8/16
2. /H1118/H1118/H1118mlamp.cn Beijing Mininglamp
Software System
Co., Ltd. (׼
ࠢ
ʮ̡)
2017/4/19 2026/4/19
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-33 –


--- page 733 ---
No. Domain name Registered owner Registration date Expiration date
3. /H1118/H1118/H1118miaozhen.com Beijing Mininglamp
Zhaohui
Technology Co.,
Ltd. (݇
ʮ̡)
2006/12/13 2025/12/13
4. /H1118/H1118/H1118xming.ai Beijing Mininglamp
Zhaohui
Technology Co.,
Ltd. (݇
ʮ̡)
2023/6/30 2027/6/30
5. /H1118/H1118/H1118xmingai.com Beijing Mininglamp
Zhaohui
Technology Co.,
Ltd. (݇
ʮ̡)
2024/3/8 2026/3/8
6. /H1118/H1118/H1118mzsvn.com Beijing Mininglamp
Zhaohui
Technology Co.,
Ltd. (݇
ʮ̡)
2011/8/16 2025/8/16
7. /H1118/H1118/H1118visualmaster.com.cn Shanghai Jingshu
Information
Technology Co.,
Ltd. (ڦ
ʮ̡)
2014/4/16 2026/4/16
8. /H1118/H1118/H1118n1q.com Shanghai Jingshu
Information
Technology Co.,
Ltd. (ڦ
ʮ̡)
2003/6/20 2025/6/21
9. /H1118/H1118/H1118n1q.cn Enyike (Beijing)
Data Technology
Co., Ltd. (߅
(̏ԯ)ҦϞ
ʮ̡)
2014/4/19 2026/4/19
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-34 –


--- page 734 ---
No. Domain name Registered owner Registration date Expiration date
10 /H1118/H1118/H1118nequal.com Enyike (Beijing)
Data Technology
Co., Ltd. (߅
(̏ԯ)ҦϞ
ʮ̡)
2014/4/11 2026/4/11
11 /H1118/H1118/H1118nequal.cn Enyike (Beijing)
Data Technology
Co., Ltd. (߅
(̏ԯ)ҦϞ
ʮ̡)
2014/4/11 2026/4/11
12 /H1118/H1118/H1118deepminingai.com Beijing Mininglamp
Zhaohui
Technology Co.,
Ltd. (݇
ʮ̡)
2025/2/27 2026/2/27
13 /H1118/H1118/H1118deepminer.ai Beijing Mininglamp
Zhaohui
Technology Co.,
Ltd. (݇
ʮ̡)
2025/4/7 2027/4/7
In addition to the domain names above, our Group had over 100 registered domain
names.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-35 –


--- page 735 ---
C. DISCLOSURE OF INTERESTS
1. Interests of Directors in our Company
Immediately following completion of the Global Offering (assuming the Over-allotment
Option is not exercised and no Shares are issued under the Share Incentive Plans), the interests
and/or short positions (as applicable) of our Directors and chief executives in the shares,
underlying shares and debentures of our Company and its associated corporations, within the
meaning of Part XV of the SFO, which will have to be notified to our Company and the Stock
Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and/or short
positions (as applicable) which he/she is 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 recorded in the
register referred to therein, or which will be required to be notified to our Company and the
Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed
Companies contained in the Listing Rules, will be as follows:
Interest in our Company
Name of director
or chief executive Nature of interest
Underlying
number and
class of shares
Approximate
% of interest in
respective class
of shares
immediately
after the Global
Offering (1)
Approximate
% of total
voting rights
immediately
after the
Global
Offering (1)
Mr. Wu /H1118/H1118/H1118/H1118/H1118/H1118/H1118Interest in controlled
corporations;
founder of a
family trust;
beneficiary of a
trust
(2)
14,835,491
Class B
Shares
100% of
Class B
Shares
53.38%
General partner of
a limited
partnership
(2)
431,996 Class
A Shares
0.33% Class
A Shares
0.16%
Ping Jiang /H1118/H1118/H1118/H1118/H1118Beneficial interest in
derivatives (3)
1,019,674
Class A
Shares
0.79% Class
A Shares
0.37%
Qi Y u /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial interest in
derivatives
(3)
1,115 Class A
Shares
0.00% Class
A Shares
0.00%
Jie Zhao /H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial interest in
derivatives (3)
233,218 Class
A Shares
0.18% Class
A Shares
0.08%
Qingyuan He /H1118/H1118/H1118Beneficial interest in
derivatives (3)
55,246 Class
A Shares
0.04% Class
A Shares
0.02%
Y unan Ren /H1118/H1118/H1118/H1118/H1118Interest in controlled
corporation (4)
800,314 Class
A Shares
0.62% Class
A Shares
0.29%
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-36 –


--- page 736 ---
Notes:
(1) Subject to the Assumptions.
(2) The Class B Shares will be held by Mine Mine International Limited which is owned as to (i) 97% by
Equation Holding Limited, the holding vehicle wholly-owned by Equation Trust, a family trust
established by Mr. Wu as the settlor and protector, Vistra Trust (Singapore) Pte. Limited as the trustee,
and Market Pro Holdings Limited (a wholly-owned company of Mr. Wu) as the sole beneficiary; and (ii)
3% by Market Pro Holdings Limited. The Class B Shares are subject to the V oluntary WVR V oting
Restriction.
Represents Shares (that will be converted to Class A Shares upon Listing) held by Zhuhai Hengqin
Minglue Wanxiang Equity Investment Enterprise (Limited Partnership), in which Mr. Wu is the general
partner.
(3) These represent Class A Shares underlying outstanding options held by these Directors under the 2011
Share Plan and/or 2020 Share Incentive Plan. Please see the section headed “—Share Incentive
Plans—Pre-Listing Share Plans.”
(4) Mr. Ren and his family control the board of directors of Ling Ying Foundation, an entity that holds the
800,314 Shares (to be converted to Class A Shares upon Listing).
2. Interests of Directors in our associated corporations
Name of director
or chief executive Nature of interest
Associated
corporation
Associated
corporation’s
with the
Company
Approximate
% interest in
the associated
corporation
(1)
Mr. Wu /H1118/H1118/H1118/H1118/H1118/H1118/H1118Interest in controlled
corporations;
founder of a
family trust;
beneficiary of a
trust
(1)
Mine Mine
International
Limited
Controlling
shareholder
100%
Note:
(1) See Note (2) under “—Disclosure of interests—Interests of Directors in our Company.”
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-37 –


--- page 737 ---
3. Substantial shareholders of our subsidiaries
The following table sets out those persons who, upon Listing, will directly or indirectly
be interested in 10% or more of the issued voting shares of any member of our Group. For a
list of substantial shareholders of our Company, please see the section headed “Substantial
Shareholders.”
Member of Group Substantial shareholder Nature of interest
Approximate
% interest in the
subsidiary (1)
Shanghai Liannuo
Information
Technology Co., Ltd.
(ҦஔϞ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Wang Kaixuan Beneficial
owner
11.16%
Shanghai Mingqi
Internet Technology
Co., Ltd. (փ
ʮ̡) /H1118/H1118
Shanghai Y ansheng
Intelligent
Technology
Partnership (Limited
Partnership) ( ɪऎ⒝
ҦΥྫΆุ
(Υྫ))
Beneficial
owner
33.5%
Shanghai Mingsheng
Pinzhi Artificial
Intelligence
Technology Co., Ltd.
(౽ɛʈ౽
ʮ̡) /H1118/H1118/H1118
Huansheng Information
Technology
(Shanghai) Co., Ltd.
(Ҧஔ(ɪऎ)
ʮ̡)
Beneficial
owner
36.0%
Shanghai Mingsheng
Pinzhiling Enterprise
Management Center
(Limited Partnership)
(౽ཧΆุ
၍ଣʕː(Υྫ))
Beneficial
owner
10.0%
Xi’an Data Rujing
Information
Technology Co., Ltd.
(߅ࢹڦږ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Ningbo Data Rujin
Enterprise
Management
Partnership (Limited
Partnership) (ᅰ
Άุ၍ଣΥྫ
Άุ(Υྫ))
Beneficial
owner
30.0%
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-38 –


--- page 738 ---
D. SHARE INCENTIVE PLANS
1. Pre-Listing Share Plans
As at the Latest Practicable Date:
(a) Company has outstanding awards (being options and restricted share units, or
“RSUs ”) under three Pre-Listing Share Plans, namely, the 2010 Share Plan, the 2011
Share Plan, and the 2020 Share Incentive Plan. None of these Pre-Listing Share
Plans are governed by Chapter 17 of the Listing Rules and no new grants will be
made under these Pre-Listing Share Plans after Listing.
(b) The total number of outstanding awards governed by the Pre-Listing Share Plans is
17,491,615 options (with each option convertible to one Class A Share), comprising
15,934,218 options to be funded by new Class A Shares and 1,557,397 options to be
funded by existing Shares (to be designated as Class A Shares upon Listing). There
are no outstanding awards, other than options, under the Pre-Listing Share Plans.
(c) Assuming full vesting and exercise of all outstanding options governed by the
Pre-Listing Share Plans, the shareholding of Class A Shares and all Shares
immediately following the Global Offering (subject to the Assumptions) will be
diluted by approximately: (a) 12.30% for total Class A Shares; (b) 11.04% for total
Shares; and (c) since the total equity per share as at December 31, 2024 is negative,
there would be no dilution effect on the earnings per share (calculated as change in
total equity divided by the number of issued Class A Shares before and after issuance
of all award shares underlying the outstanding options).
2010 Share Plan
Summary of key terms
The following is a summary of the principal terms of the 2010 Share Plan as
approved by the Board on November 23, 2010 (and further amended on October 21,
2020).
Purpose
The purpose of this plan 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 the Company’s
business by offering these individuals an opportunity to acquire a proprietary interest in
the success of the Company or to increase this interest, by issuing them shares or by
permitting them to purchase shares.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-39 –


--- page 739 ---
Eligible participants
Any person, including an employee, a director, or consultant (“ Consultant ”)
employed by the Company or trusts or companies established in connection with any
employee benefit plan of the Company for the benefit of the Consultant.
Types of awards
This plan permits the awards of options, restricted shares, RSUs or other types of
awards approved by the plan administrator or the Board (each an “ award ”).
Maximum number of Shares
The maximum aggregate number of shares of the Company that may be issued
pursuant to awards granted under the 2010 Share Plan and the 2011 Share Plan, in
aggregate, is 15,326,303 shares.
Plan administration
Mr. Wu or any other Director as appointed by the Board shall administer this plan.
Subject to applicable laws, the plan administrator will determine the participants to
receive awards, the type and number of awards to be granted to each participant, and the
terms and conditions of each award.
Terms and conditions of options
Option agreement. Each grant of an option under this plan shall be evidenced by an
option agreement between the participant and the Company. Each option shall be subject
to all applicable terms and conditions of this plan and may be subject to any other terms
and conditions that are not inconsistent with this plan and that the administrator deems
appropriate for inclusion in an option agreement. The provisions of the various option
agreements entered into under this plan need not be identical.
Type of Option. Each option shall be designated in the award agreement as either an
incentive stock option or a non-statutory stock option. However, notwithstanding a
designation of an option as an incentive stock option, to the extent that the aggregate fair
market value of the Class A Shares with respect to which incentive stock options are
exercisable for the first time by a participant during any calendar year (under all plans of
the Company and any parent or subsidiary) exceeds US$100,000, such options shall be
treated as non-statutory stock options. Incentive stock options shall be taken into account
in the order in which they were granted. The fair market value shall be determined as of
the date of grant.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-40 –


--- page 740 ---
Number of shares. Each option agreement shall specify the number of Class A
Shares that are subject to the option and shall provide for the adjustment of such number
in accordance with the terms of this plan.
Exercise price. Each option agreement shall specify the exercise price.
The Exercise Price of an incentive stock option shall not be less than 100% of the
fair market value on the date of grant, and a higher percentage may be required in
accordance with the terms of this plan. Subject to the preceding sentence, the exercise
price of any option shall be determined by the plan administrator in its sole discretion.
Term of option. Subject to the sole discretion of the administration, the term shall
not exceed 20 years from the date of grant.
Exercisability. Each option agreement shall specify the date when all or any
installment of the option is to become exercisable. The exercisability provisions of any
option agreement shall be determined by the plan administrator in its sole discretion.
Termination of service (other than by death). If a participant ceases to be a
Consultant for any reason other than because of death, then the participant’s options shall
expire on the earliest of the following occasions:
(a) The expiration date determined pursuant to the terms of this plan;
(b) The 30th day following the termination of the participant’s relationship as a
Consultant for any reason other than disability, or such other date as the plan
administrator may determine and specify in the option agreement, provided
that no option that is exercised after the expiration of the three-month period
immediately following the termination of the participant’s relationship as an
employee shall be treated as an incentive stock option; or
(c) The last day of the six-month period following the termination of the
participant’s relationship as a Consultant by reason of disability, or such other
date as the plan administrator may determine and specify in the option
agreement; provided that no option that is exercised after the expiration of the
twelve-month period immediately following the termination of the
participant’s relationship as an employee shall be treated as an incentive stock
option.
Following the termination of the participant’s relationship as a Consultant, the
participant may exercise all or part of the participant’s option at any time before the
expiration of the option, but only to the extent that the option has vested and is
exercisable as of the date of termination of the participant’s relationship as a Consultant
(or became vested and exercisable as a result of the termination). Unless the plan
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-41 –


--- page 741 ---
administrator provides otherwise in an option agreement, the balance of the Class A
Shares subject to the option shall be forfeited on the date of termination of the
participant’s relationship as a Consultant.
Death. If a participant dies while a Consultant, then the participant’s option shall
expire on the earlier of the following dates:
(a) The expiration date determined pursuant to the terms of this plan;
(b) The last day of the six-month period immediately following the participant’s
death, or such other date as the plan administrator may determine and specify
in the option agreement.
Terms and conditions of share purchase rights
Award agreement. Each share purchase right under the Plan shall be evidenced by
an award agreement between the participant and the Company. Each share purchase right
shall be subject to all applicable terms and conditions of this plan and may be subject to
any other terms and conditions that are not inconsistent with this plan and that the Plan
administrator deems appropriate for inclusion in an award agreement. The provisions of
the various award agreements entered into under this plan need not be identical.
Duration of offers and non-transferability of share purchase rights. Any share
purchase rights granted under this plan shall automatically expire if not exercised by the
participant within 30 days (or such longer time as is specified in the award agreement)
after the date of grant. Share purchase rights shall not be transferable and shall be
exercisable only by the participant to whom the share purchase right was granted.
Purchase price. The purchase price shall be determined by the plan administrator in
its sole discretion.
Terms and conditions of restricted shares and RSUs
Grant of restricted shares. Subject to the terms of this plan, the plan administrator
is authorized to make awards of restricted shares to any participant selected by the plan
administrator in such amounts and subject to such terms and conditions as determined by
the plan administrator. All awards of restricted shares shall be evidenced by an award
agreement.
Forfeiture/Repurchase. Except as otherwise determined by the plan administrator at
the time of the grant of the award or thereafter, upon termination of employment or
service during the applicable restriction period, restricted shares that are at that time
subject to restrictions shall be forfeited or repurchased in accordance with the award
agreement; provided, however, the plan administrator may; (a) provide in any restricted
share award agreement that restrictions or forfeiture and repurchase conditions relating to
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-42 –


--- page 742 ---
restricted shares will be waived in whole or in part in the event of terminations resulting
from specified causes, and (b) in other cases waive in whole or in part restrictions or
forfeiture and repurchase conditions relating to restricted shares.
RSUs. The plan administrator is authorized to make awards of RSUs to any
participant selected by the plan administrator in such amounts and subject to such terms
and conditions as determined by the plan administrator. At the time of grant, the plan
administrator shall specify the date or dates on which the RSUs shall become fully vested
and nonforfeitable, and may specify such conditions to vesting as it deems appropriate.
At the time of grant, the plan administrator shall specify the maturity date applicable to
each grant of RSUs which shall be no earlier than the vesting date or dates of the award
and may be determined at the election of the grantee. On the maturity date, the Company
shall transfer to the participant one unrestricted, fully transferable Class A Share for each
RSU scheduled to be paid out on such date and not previously forfeited.
V esting schedule
In general, the plan administrator determines the vesting schedule, which is
specified in the relevant award agreement.
Transfer restrictions
Shares issued upon exercise of an option, shares awarded or sold pursuant to share
purchase rights and restricted shares shall be subject to such forfeiture conditions, rights
of repurchase or redemption, rights of first refusal, and other transfer restrictions as the
plan administrator may determine. The restrictions shall be set forth in the applicable
option/award agreement and shall apply in addition to any restrictions that may apply to
participants of Class A Shares generally.
Adjustment
In the event of among other, change in capitalization of the Group, dissolution or
liquidation of the Company or change in control of the Company, the Board or the
administrator shall make such proportionate adjustments, if any, to the number, type, or
price of Class A Shares subject to an award.
Duration
This plan shall continue in effect for a term of 20 years from its date of
effectiveness.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-43 –


--- page 743 ---
Amendment, modification or termination
The plan administrator have the authority to terminate, amend or modify the plan.
However, no such action may adversely affect in any material way any awards previously
granted without the written consent of the participant.
Details of outstanding awards governed by the 2010 Share Plan
As at the Latest Practicable Date, we had granted outstanding awards under this plan
to 16 grantees, who hold an aggregate of 510,630 outstanding awards, which may be
converted to an aggregate of 510,630 new Class A Shares. No consideration was payable
for the grant of options.
No outstanding options were granted to any Directors, senior management or
connected persons of the Company under this plan.
The table below sets out the details of the outstanding options granted under this
plan, none of whom is (i) a Director, senior management or connected person of the
Company, (ii) a consultant of the Group, or (iii) a grantee who holds options representing
150,000 new Shares or more under the Pre-Listing Share Plans.
Range of Class A
Shares underlying
outstanding
options
Number of
grantees Date of grant
Vesting
period Exercise period Exercise price
Total number
of Class A
Shares
underlying the
outstanding
options
Approximately
percentage of
issued Shares
immediately
after the
Global
Offering
(1)
Approximately
percentage of
voting rights
immediately
after the
Global
Offering (1)
1-10,000 /H1118/H1118/H1118/H1118 7 2010/11/23 0-4 years Until 2028/01/01-
2030/07/16
US$0.0294-
1.1757
34,625 0.02% 0.01%
10,001-50,000 /H1118/H1118 5 2010/11/23 4 years Until 2028/02/01-
2030/11/23
US$0.0003-
1.757
131,750 0.09% 0.05%
Total: /H1118/H1118/H1118/H1118/H111812 166,375 0.12% 0.06%
Note:
(1) Percentages are subject to the Assumptions. For options with an exercise price in RMB, this is converted
to USD at the exchange rate of RMB7.1886 to US$1.00.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-44 –


--- page 744 ---
2011 Share Plan
Summary of key terms
The following is a summary of the principal terms of the 2011 Share Plan as
approved by the Board on October 19, 2011 (and further amended on October 21, 2020).
Purpose
The purpose of this plan 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 the Company’s
business by offering these individuals an opportunity to acquire a proprietary interest in
the success of the Company or to increase this interest, by issuing them shares or by
permitting them to purchase shares.
Eligible participants
Any person, including an employee, a director or a consultant (“ Consultant ”)
employed by the Company or trusts or companies established in connection with any
employee benefit plan of the Company for the benefits of the Consultants.
Types of awards
This plan permits the awards of options, restricted shares, RSUs or other types of
awards approved by the plan administrator or the Board (each an “ award ”).
Maximum number of Shares
The maximum aggregate number of shares of the Company that may be issued
pursuant to awards granted under the 2010 Share Plan and the 2011 Share Plan, in
aggregate, is 15,326,303 shares.
Plan administration
Mr. Wu or any other Director as appointed by the Board shall administer this plan.
Subject to applicable laws, the plan administrator will determine the participants to
receive awards, the type and number of awards to be granted to each participant, and the
terms and conditions of each award.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-45 –


--- page 745 ---
Terms and conditions of options
Option agreement. Each grant of an option under this plan shall be evidenced by an
option agreement between the participant and the Company. Each option shall be subject
to all applicable terms and conditions of this plan and may be subject to any other terms
and conditions that are not inconsistent with this plan and that the administrator deems
appropriate for inclusion in an option agreement. The provisions of the various option
agreements entered into under this plan need not be identical.
Type of Option. Each option shall be designated in the award agreement as either an
incentive stock option or a non-statutory stock option. However, notwithstanding a
designation of an option as an incentive stock option, to the extent that the aggregate fair
market value of the Class A Shares with respect to which incentive stock options are
exercisable for the first time by a participant during any calendar year (under all plans of
the Company and any parent or subsidiary) exceeds US$100,000, such options shall be
treated as non-statutory stock options. Incentive stock options shall be taken into account
in the order in which they were granted. The fair market value shall be determined as of
the date of grant.
Number of shares. Each option agreement shall specify the number of Class A
Shares that are subject to the option and shall provide for the adjustment of such number
in accordance with the terms of this plan.
Exercise price. Each option agreement shall specify the exercise price.
The Exercise Price of an incentive stock option shall not be less than 100% of the
fair market value on the date of grant, and a higher percentage may be required in
accordance with the terms of this plan. Subject to the preceding sentence, the exercise
price of any option shall be determined by the plan administrator in its sole discretion.
Term of option. Subject to the sole discretion of the administration, the term shall
not exceed 20 years from the date of grant.
Exercisability. Each option agreement shall specify the date when all or any
installment of the option is to become exercisable. The exercisability provisions of any
option agreement shall be determined by the plan administrator in its sole discretion.
Termination of service (other than by death). If a participant ceases to be a
Consultant for any reason other than because of death, then the participant’s options shall
expire on the earliest of the following occasions:
(a) The expiration date determined pursuant to the terms of this plan;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-46 –


--- page 746 ---
(b) The 30th day following the termination of the participant’s relationship as a
Consultant for any reason other than disability, or such other date as the plan
administrator may determine and specify in the option agreement, provided
that no option that is exercised after the expiration of the three-month period
immediately following the termination of the participant’s relationship as an
employee shall be treated as an incentive stock option; or
(c) The last day of the six-month period following the termination of the
participant’s relationship as a Consultant by reason of disability, or such other
date as the plan administrator may determine and specify in the option
agreement; provided that no option that is exercised after the expiration of the
twelve-month period immediately following the termination of the
participant’s relationship as an employee shall be treated as an incentive stock
option.
Following the termination of the participant’s relationship as a Consultant, the
participant may exercise all or part of the participant’s option at any time before the
expiration of the option, but only to the extent that the option has vested and is
exercisable as of the date of termination of the participant’s relationship as a Consultant
(or became vested and exercisable as a result of the termination). Unless the plan
administrator provides otherwise in an option agreement, the balance of the Class A
Shares subject to the option shall be forfeited on the date of termination of the
participant’s relationship as a Consultant.
Death. If a participant dies while a Consultant, then the participant’s option shall
expire on the earlier of the following dates:
(a) The expiration date determined pursuant to the terms of this plan;
(b) The last day of the six-month period immediately following the participant’s
death, or such other date as the plan administrator may determine and specify
in the option agreement.
Terms and conditions of share purchase rights
Award agreement. Each share purchase right under the Plan shall be evidenced by
an award agreement between the participant and the Company. Each share purchase right
shall be subject to all applicable terms and conditions of this plan and may be subject to
any other terms and conditions that are not inconsistent with this plan and that the Plan
administrator deems appropriate for inclusion in an award agreement. The provisions of
the various award agreements entered into under this plan need not be identical.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-47 –


--- page 747 ---
Duration of offers and non-transferability of share purchase rights. Any share
purchase rights granted under this plan shall automatically expire if not exercised by the
participant within 30 days (or such longer time as is specified in the award agreement)
after the date of grant. Share purchase rights shall not be transferable and shall be
exercisable only by the participant to whom the share purchase right was granted.
Purchase price. The purchase price shall be determined by the plan administrator in
its sole discretion.
Terms and conditions of restricted shares and RSUs
Grant of restricted shares. Subject to the terms of this plan, the plan administrator
is authorized to make awards of restricted shares to any participant selected by the plan
administrator in such amounts and subject to such terms and conditions as determined by
the plan administrator. All awards of restricted shares shall be evidenced by an award
agreement.
Forfeiture/Repurchase. Except as otherwise determined by the plan administrator at
the time of the grant of the award or thereafter, upon termination of employment or
service during the applicable restriction period, restricted shares that are at that time
subject to restrictions shall be forfeited or repurchased in accordance with the award
agreement; provided, however, the plan administrator may: (a) provide in any restricted
share award agreement that restrictions or forfeiture and repurchase conditions relating to
restricted shares will be waived in whole or in part in the event of terminations resulting
from specified causes, and (b) in other cases waive in whole or in part restrictions or
forfeiture and repurchase conditions relating to restricted shares.
RSUs. The plan administrator is authorized to make awards of RSUs to any
participant selected by the plan administrator in such amounts and subject to such terms
and conditions as determined by the plan administrator. At the time of grant, the plan
administrator shall specify the date or dates on which the RSUs shall become fully vested
and nonforfeitable, and may specify such conditions to vesting as it deems appropriate.
At the time of grant, the plan administrator shall specify the maturity date applicable to
each grant of RSUs which shall be no earlier than the vesting date or dates of the award
and may be determined at the election of the grantee. On the maturity date, the Company
shall transfer to the participant one unrestricted, fully transferable Class A Share for each
RSU scheduled to be paid out on such date and not previously forfeited.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-48 –


--- page 748 ---
V esting schedule
In general, the plan administrator determines the vesting schedule, which is
specified in the relevant award agreement.
Transfer restrictions
Shares issued upon exercise of an option, shares awarded or sold pursuant to share
purchase rights and restricted shares shall be subject to such forfeiture conditions, rights
of repurchase or redemption, rights of first refusal, and other transfer restrictions as the
plan administrator may determine. The restrictions shall be set forth in the applicable
option/award agreement and shall apply in addition to any restrictions that may apply to
participants of Class A Shares generally.
Adjustment
In the event of among other, change in capitalization of the Group, dissolution or
liquidation of the Company or change in control of the Company, the Board or the
administrator shall make such proportionate adjustments, if any, to the number, type, or
price of Class A Shares subject to an award.
Duration
This plan shall continue in effect for a term of 20 years from its date of
effectiveness.
Amendment, modification or termination
The plan administrator have the authority to terminate, amend or modify the plan.
However, no such action may adversely affect in any material way any awards previously
granted without the written consent of the participant.
Details of outstanding awards governed by the 2011 Share Plan
As at the Latest Practicable Date, we had granted outstanding awards under this plan
to 181 grantees, who hold an aggregate of 9,506,613 outstanding awards, which may be
converted to an aggregate of 9,506,613 new Class A Shares. No consideration was
payable for the grant of options.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-49 –


--- page 749 ---
The table below sets out the details of the outstanding options granted to the
Directors, senior management, and other connected persons of the Company under this
plan. No other outstanding options were granted to any other senior management or
connected persons of the Company under this plan.
Name Position Address Options
Date of
grant
Vesting
period (2)
Exercise
period
Exercise
price
Number of
Class A
Shares
underlying
the
outstanding
options
Approximate
percentage
of issued
Shares
immediately
after the
Global
Offering (1)
Approximate
percentage
of voting
rights
immediately
after the
Global
Offering (1)
Directors and senior managers
Ping Jiang
(̻) /H1118/H1118/H1118/H1118
Director 603, Section 2
Lifangting, Shan
Y uan Street
Haidian District
Beijing, China
11,899 2016/06/30 See Note 2 Until
2035/12/31
US$1.1757 11,899 0.008% 0.004%
345,646 2019/05/31 See Note 2 Until
2040/01/19
Nil 345,646 0.24% 0.12%
96,082 2020/06/30 See Note 3 Until
2039/12/31
Nil 96,082 0.07% 0.03%
Jie Zhao
(Ⴛᆎ) /H1118/H1118/H1118/H1118
Director 1501, No. 15
388 Alley
Wanrong Road
Jing’an District
Shanghai, China
40,000 2014/11/28 See Note 2 Until
2033/07/01
US$1.1757 40,000 0.03% 0.01%
20,000 2015/08/20 See Note 2 Until
2034/12/31
US$1.1757 20,000 0.01% 0.007%
50,000 2016/06/30 See Note 2 Until
2035/12/31
US$1.1757 50,000 0.03% 0.02%
35,000 2018/03/21 See Note 2 Until
2038/03/20
US$1.1757 35,000 0.02% 0.01%
Hing Y uen Ho
(Оᅅ๕) /H1118/H1118/H1118/H1118
Director A1102 Skyey
Mansion 3,
260 Xiangshan
East Street
Nanshan District
Shenzhen
Guangdong
province, China
20,000 2016/06/30 Immediately
vest
Until
2035/12/03
US$8.0400 20,000 0.01% 0.007%
29,246 2019/05/31 Immediately
vest
Until
2040/01/19
Nil 29,246 0.02% 0.01%
6,000 2020/06/30 Immediately
vest
Until
2040/06/21
Nil 6,000 0.004% 0.002%
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-50 –


--- page 750 ---
Name Position Address Options
Date of
grant
Vesting
period (2)
Exercise
period
Exercise
price
Number of
Class A
Shares
underlying
the
outstanding
options
Approximate
percentage
of issued
Shares
immediately
after the
Global
Offering (1)
Approximate
percentage
of voting
rights
immediately
after the
Global
Offering (1)
Other connected persons
Xu Zhang
(ੵϛ) /H1118/H1118/H1118/H1118
Director of Major
Subsidiary
Shouchuang A-Z
Town, Shilibao,
Chaoyang Road,
Chaoyang District,
Beijing, China
74,447 2019/05/31 See Note 2 Until
2033/12/19
Nil 74,447 0.05% 0.03%
159,529 2019/05/31 See Note 2 Until
2034/08/31
Nil 159,529 0.11% 0.06%
53,176 2019/05/31 See Note 2 Until
2035/02/28
Nil 53,176 0.04% 0.02%
42,541 2019/05/31 Immediately
vest
Until
2033/12/19
Nil 42,541 0.03% 0.02%
2,473 2019/05/31 See Note 2 Until
2034/04/30
Nil 2,473 0.002% 0.0009%
58,608 2024/09/30 Immediately
vest
Until
2044/09/29
Nil 58,608 0.04% 0.02%
Total: /H1118/H1118/H1118/H1118/H1118 1,044,647 1,044,647 0.72% 0.38%
Notes:
(1) Percentages are subject to the Assumptions.
(2) V esting over five years: 20% vesting after the first year and subsequently vesting equally each month over four
years.
(3) V esting over five years: 40% after the second year and subsequently vesting equally each month over three
years.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-51 –


--- page 751 ---
The table below sets out the details of the outstanding options granted to the
grantees under this plan who is not (i) a Director, senior management or connected person
of the Company, (ii) a consultant of the Group, or (iii) a grantee who holds options
representing 150,000 new Shares or more under the Pre-Listing Share Plans.
Range of Class A
Shares underlying
outstanding
options
Number of
grantees Date of grant
Vesting
period Exercise period Exercise price
Total number
of Class A
Shares
underlying the
outstanding
options
Approximately
percentage of
issued Shares
immediately
after the
Global
Offering
(1)
Approximately
percentage of
voting rights
immediately
after the
Global
Offering (1)
1-10,000 /H1118/H1118/H1118/H1118 83 2011/10/19-
2023/06/30
0-5 years Until 2031/10/18-
2043/06/30
US$0.0000-
14.7807
341,387 0.24% 0.12%
10,001-50,000 /H1118/H1118 51 2011/10/19-
2023/12/31
0-5 years Until 2031/10/18-
2043/12/31
US$0.0000-
1.1757
1,173,121 0.81% 0.42%
50,001-100,000 /H1118 9 2014/11/28-
2019/05/31
5 years Until 2035/07/05-
2040/01/19
US$0.0000-
1.1757
598,838 0.41% 0.22%
100,001-149,999 /H1118 5 2011/10/19-
2020/06/30
0-5 years Until 2034/12/31-
2040/04/19
US$0.0000-
1.1757
543,437 0.38% 0.20%
Total: /H1118/H1118/H1118/H1118/H1118148 2,656,783 1.84% 0.96%
Note:
(1) Percentages are subject to the Assumptions. For options with an exercise price in RMB, this is converted
to USD at the exchange rate of RMB7.1886 to US$1.00.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-52 –


--- page 752 ---
The following table sets out the details of the outstanding options granted to consultants
of the Group under this plan.
Name
Type of
consultant Address Options
Date of
Grant
Vesting
period
Exercise
period
Exercise
price
Number of
Class A
Shares
underlying
the
outstanding
options
Approximate
percentage
of issued
Shares
immediately
after the
Global
Offering (1)
Approximate
percentage
of voting
rights
immediately
after the
Global
Offering (1)
Consultants
Jianjun Geng
(ࠏܔ)H1118/H1118/H1118/H1118
International
business
development
consultant
No. 2, Liyuanli North
Street, Chaoyang
District, Beijing,
China
21,000 2015/08/20 Immediately
vest
Until
2034/12/31
US$1.1757 21,000 0.01% 0.01%
21,000 2018/03/21 Immediately
vest
Until
2038/03/20
Nil 21,000 0.01% 0.01%
Zhenfeng Huang
(ࢤ)H1118/H1118/H1118/H1118
Market strategy
analyst
Dazhong Financial
Building, No.
1023, Y an’an West
Road, Changning
District, Shanghai,
China
49,000 2015/08/20 Immediately
vest
Until
2034/12/31
US$1.1757 49,000 0.03% 0.02%
Su Wang ( ˮᘽ) /H1118/H1118Long-term
business
strategy
consultant
Sunland Center Phase
II, 168 Lushan
Road, Jianye
District, Nanjing,
China
25,866 2024/09/30 Immediately
vest
Until
2044/10/31
Nil 25,866 0.02% 0.01%
Ru Chen ( ௓ν) /H1118/H1118Overseas
business
strategy
implementation
consultant
Poly Y ueyuntai
Community,
Jiangbei New
District, Nanjing,
Jiangsu Province,
China
76,362 2024/09/30 Immediately
vest
Until
2044/10/31
Nil 76,362 0.05% 0.03%
Total: /H1118/H1118/H1118/H1118/H1118 193,228 193,228 0.13% 0.07%
Note:
(1) Subject to the Assumptions. For options with an exercise price in RMB, this is converted to USD at the
exchange rate of RMB7.1886 to US$1.00.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-53 –


--- page 753 ---
2020 Share Incentive Plan
Summary of key terms
The following is a summary of the principal terms of the 2020 Share Incentive Plan
as approved by the Board on October 21, 2020.
Purpose
The purpose of this plan is to promote the success and enhance the value of
Company by linking the personal interests of the directors, employees, and consultants to
those of the Company’s shareholders and by providing such individuals with an incentive
for outstanding performance to generate superior returns to the Company’s shareholders.
This plan is further intended to provide flexibility to the Company in its ability to
motivate, attract, and retain the services of the directors, employees, and consultants upon
whose judgment, interest, and special effort the successful conduct of the Company’s
operation is largely dependent.
Eligible participants
Persons eligible to participate in this plan include employees, consultants
(“Consultant ”), and directors of the Group, as determined by the plan administrator.
Types of awards
This plan permits the awards of options, restricted shares, RSUs or other types of
awards approved by the plan administrator or the Board (each an “ award ”).
Maximum number of Shares
The maximum aggregate number of Class A Shares which may be issued pursuant
to all awards under this plan is 6,026,098 Class A Shares.
Plan administration
Mr. Wu administers this plan. Subject to applicable laws, the plan administrator will
determine the participants to receive awards, the type and number of awards to be granted
to each participant, and the terms and conditions of each award.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-54 –


--- page 754 ---
Terms and conditions of options
Option agreement. Each grant of an option under this plan shall be evidenced by an
option agreement between the participant and the Company. Each option shall be subject
to all applicable terms and conditions of this plan and may be subject to any other terms
and conditions that are not inconsistent with this plan and that the administrator deems
appropriate for inclusion in an option agreement.
Number of shares. Each option agreement shall specify the number of Class A
Shares that are subject to the option and shall provide for the adjustment of such number
in accordance with the terms of this plan.
Exercise price. The exercise price of an option shall be determined by the plan
administrator and set forth in the option agreement which may be a fixed price or a
variable price related to the fair market value of the shares. The exercise price of an
option may be amended or adjusted in the absolute discretion of the plan administrator,
the determination of which shall be final, binding and conclusive.
Term of option. Subject to the sole discretion of the administration, the term shall
not exceed ten 10 years from the date of grant.
Exercisability. The exercisability provisions of any option agreement shall be
determined by the plan administrator in its sole discretion.
Death or disability. If a Consultant’s employment by or service to the Company
terminates as a result of the Consultant’s death or disability:
(a) the Consultant (or his or her legal representative or beneficiary, in the case of
the Consultant’s disability or death, respectively), will have until the date that
is 12 months after the Consultant’s termination of Employment to exercise the
options (or portion thereof) to the extent that such options were vested and
exercisable on the date of the termination;
(b) the options, to the extent not vested and exercisable on the date of the
Consultant’s termination of employment or service, shall terminate upon the
Consultant’s termination of employment or service on account of death or
disability; and
(c) the options, to the extent exercisable for the 12-month period following the
Consultant’s termination of employment or service and not exercised during
such period, shall terminate at the close of business on the last day of the
12-month period.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-55 –


--- page 755 ---
Dismissal for cause. Unless otherwise provided in the option agreement, if a
Consultant’s employment by or service to the Company is terminated by the Company for
one of the reasons below, the Participant’s options will terminate upon such termination,
whether or not the option is then vested and/or exercisable:
(a) the Consultant has been negligent in the discharge of his or her duties to the
Service Recipient, has refused to perform stated or assigned duties or is
incompetent in or (other than by reason of a disability or analogous condition)
incapable of performing those duties;
(b) the Consultant has been dishonest or committed or engaged in an act of theft,
embezzlement or fraud, a breach of confidentiality, an unauthorized disclosure
or use of inside information, customer lists, trade secrets or other confidential
information;
(c) the Consultant has breached a fiduciary duty, or wilfully and materially
violated any other duty, law, rule, regulation or policy of the Company; or has
been convicted of, or plead guilty to, a felony or misdemeanor (other than
minor traffic violations or similar minor offenses);
(d) has materially breached any of the provisions of any agreement with the
Company;
(e) the Consultant has engaged in unfair competition with, or otherwise acted
intentionally in a manner injurious to the reputation, business or assets of, the
Company; or
(f) has improperly induced a vendor or customer to break or terminate any
contract with the Company or induced a principal for whom the Company acts
as agent to terminate such agency relationship.
Termination of service (other than dismissal for cause or death or disability). Unless
otherwise provided in the option agreement, if a Consultant’s employment by or service
to the Company terminates for any reason other than a termination by the Company for
cause or because of the Consultant’s death or disability:
(a) the Consultant will have until the date that is 90 days after the Company’s
termination of employment or service to exercise his or her options (or portion
thereof) to the extent that such options were vested and exercisable on the date
of the Consultant’s termination of employment or service;
(b) the options, to the extent not vested and exercisable on the date of the
Consultant’s termination of employment or service, shall terminate upon the
Consultant’s termination of employment or service; and
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-56 –


--- page 756 ---
(c) the options, to the extent exercisable for the 90-day period following the
Consultant’s termination of employment or service and not exercised during
such period, shall terminate at the close of business on the last day of the
90-day period.
Terms and conditions of restricted shares
Grant of restricted shares. Subject to the terms of this plan, the plan administrator
is authorized to make awards of restricted shares to any participant selected by the plan
administrator in such amounts and subject to such terms and conditions as determined by
the plan administrator. All awards of restricted shares shall be evidenced by an award
agreement.
Forfeiture/Repurchase. Except as otherwise determined by the plan administrator at
the time of the grant of the award or thereafter, upon termination of employment or
service during the applicable restriction period, restricted shares that are at that time
subject to restrictions shall be forfeited or repurchased in accordance with the award
agreement; provided, however, the plan administrator may: (a) provide in any restricted
share award agreement that restrictions or forfeiture and repurchase conditions relating to
restricted shares will be waived in whole or in part in the event of terminations resulting
from specified causes, and (b) in other cases waive in whole or in part restrictions or
forfeiture and repurchase conditions relating to restricted shares.
Terms and conditions of RSUs
RSU agreement. Each award of RSU shall be evidenced by an RSU agreement that
shall specify any vesting conditions, the number of RSU granted, and such other terms
and conditions as the plan administrator, in its sole discretion, shall determine.
Grant of RSU. The plan administrator, at any time and from time to time, may grant
RSUs to Consultants as the plan administrator, in its sole discretion, shall determine. The
plan administrator, in its sole discretion, shall determine the number of RSUs to be
granted to each Consultant.
Form and Timing of Payment of RSUs. At the time of grant, the plan administrator
shall specify the date or dates on which the RSU shall become fully vested and
nonforfeitable. Upon vesting, the plan administrator, in its sole discretion, may pay RSUs
in the form of cash, shares or a combination thereof.
Forfeiture/Repurchase. Except as otherwise determined by the plan administrator at
the time of the grant of the award or thereafter, upon termination of employment or
service during the applicable restriction period, RSUs that are at that time unvested shall
be forfeited or repurchased in accordance with the RSU agreement; provided, however,
the plan administrator may: (a) provide in any RSU agreement that restrictions or
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-57 –


--- page 757 ---
forfeiture and repurchase conditions relating to RSUs will be waived in whole or in part
in the event of terminations resulting from specified causes, and (b) in other cases waive
in whole or in part restrictions or forfeiture and repurchase conditions relating to RSUs.
V esting schedule
In general, the plan administrator determines the vesting schedule, which is
specified in the relevant award agreement.
Transfer restrictions
The participant shall give the company prompt notice of any disposition of shares
acquired by exercise of an option within: (i) two years from the date of grant of such
incentive share option, or (ii) one year after the transfer of such shares to the participant.
Adjustment
In the event of among other, change in capitalization of the Group, dissolution or
liquidation of the Company or change in control of the Company, the Board or the
administrator shall make such proportionate adjustments, if any, to the number, type, or
price of Class A Shares subject to an award.
Duration
This plan shall continue in effect for a term of ten years from its date of
effectiveness.
Amendment, modification or termination
The Board and the plan administrator have authority to terminate, amend or modify
the plan. However, no such action may adversely affect in any material way any awards
previously granted without the written consent of the participant.
Details of outstanding awards governed by the 2020 Share Incentive Plan
Grant details of outstanding options funded by new Class A Shares
As at the Latest Practicable Date, we had granted outstanding awards under this plan
to 1,227 grantees, who hold an aggregate of 5,916,975 outstanding awards, which may be
converted to an aggregate of 5,916,975 new Class A Shares. No consideration was
payable for the grant of options.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-58 –


--- page 758 ---
The table below sets out the details of the outstanding options granted to the
Directors, senior management, and other connected persons of the Company under this
plan. No other outstanding options were granted to any other senior management or
connected persons of the Company under this plan.
Name Position Address Options
Date of
grant
Vesting
period (2)
Exercise
period
Exercise
price
Number of
Class A
Shares
underlying
the
outstanding
options
Approximate
percentage
of issued
Shares
immediately
after the
Global
Offering (1)
Approximate
percentage
of voting
rights
immediately
after the
Global
Offering (1)
Directors and senior managers
Ping Jiang
(̻) /H1118/H1118/H1118/H1118
Director 603, Section 2
Lifangting, Shan
Y uan Street
Haidian District
Beijing, China
3,203 2020/12/31 See
Note 2(a)
Until
2030/10/20
Nil 3,203 0.002% 0.001%
18,714 2023/06/30 See
Note 2(b)
Until
2033/06/30
Nil 18,714 0.01% 0.007%
28,127 2023/06/30 See
Note 2(a)
Until
2033/06/30
Nil 28,127 0.02% 0.01%
16,003 2023/12/31 See
Note 2(a)
Until
2033/12/31
Nil 16,003 0.01% 0.006%
500,000 2024/09/30 See
Note 2(a)
Until
2034/09/29
Nil 500,000 0.35% 0.18%
Qi Y u
(ɲೡ) /H1118/H1118/H1118/H1118
Director 135-1, Phase IV
Y utianxia, Tianzhu
Town Shunyi
District Beijing,
China
332 2023/06/30 See
Note 3(a)
Until
2033/06/30
Nil 332 0.0002% 0.0001%
499 2023/06/30 Immediately
vest
Until
2033/06/30
Nil 499 0.0003% 0.0002%
284 2023/12/31 See
Note 3(b)
Until
2033/12/31
Nil 284 0.0002% 0.0001%
Jie Zhao
(Ⴛᆎ) /H1118/H1118/H1118/H1118
Director 1501, No. 15 388
Alley Wanrong
Road Jing’an
District Shanghai,
China
14,909 2020/12/31 See
Note 4(a)
Until
2030/10/20
US$6.5370 14,909 0.01% 0.005%
3,740 2020/12/31 See
Note 4(a)
Until
2030/10/20
Nil 3,740 0.003% 0.001%
32,200 2022/06/30 See
Note 4(a)
Until
2032/03/29
US$7.1900 32,200 0.02% 0.01%
24,611 2023/06/30 See
Note 4(b)
Until
2033/06/30
Nil 24,611 0.02% 0.009%
12,758 2023/12/31 See
Note 4(b)
Until
2033/12/31
Nil 12,758 0.009% 0.005%
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-59 –


--- page 759 ---
Name Position Address Options
Date of
grant
Vesting
period (2)
Exercise
period
Exercise
price
Number of
Class A
Shares
underlying
the
outstanding
options
Approximate
percentage
of issued
Shares
immediately
after the
Global
Offering (1)
Approximate
percentage
of voting
rights
immediately
after the
Global
Offering (1)
Other connected persons
Xu Zhang
(ੵϛ) /H1118/H1118/H1118/H1118
Director of Major
Subsidiary
Shouchuang A-Z
Town, Shilibao,
Chaoyang Road,
Chaoyang District,
Beijing, China
1,596 2020/12/31 See
Note 5(a)
Until
2030/10/20
Nil 1,596 0.001% 0.0006%
7,798 2023/06/30 See
Note 5(b)
Until
2033/06/30
Nil 7,798 0.005% 0.003%
14,064 2023/06/30 See
Note 5(c)
Until
2033/06/30
Nil 14,064 0.01% 0.005%
10,522 2023/12/31 See
Note 5(c)
Until
2033/12/31
Nil 10,522 0.007% 0.004%
1,017 2024/06/30 After 1 year Until
2034/03/31
US$3.2630 1,017 0.0007% 0.0004%
18,000 2024/09/30 See
Note 5(d)
Until
2034/09/29
Nil 18,000 0.01% 0.006%
141,392 2024/09/30 Immediately
vest
Until
2034/09/29
Nil 141,392 0.10% 0.05%
30,000 2024/09/30 See
Note 5(a)
Until
2034/09/29
Nil 30,000 0.02% 0.01%
Lei Zhao
(Ⴛᑜ) /H1118/H1118/H1118/H1118
Director of Major
Subsidiary
No. 134,
Chengshousi Road,
Chaoyang District,
Beijing, China
35,002 2022/06/30 See
Note 6(a)
Until
2031/12/31
Nil 35,002 0.02% 0.01%
4,968 2023/06/30 See
Note 6(b)
Until
2033/06/30
Nil 4,968 0.003% 0.002%
4,866 2023/12/31 See
Note 6(b)
Until
2033/12/31
Nil 4,866 0.003% 0.002%
1,017 2024/06/30 After 1 year Until
2034/03/31
US$3.2630 1,017 0.0007% 0.0004%
37,500 2024/09/30 See
Note 6(c)
Until
2034/09/29
Nil 37,500 0.03% 0.01%
100,000 2024/09/30 Immediately
vest
Until
2034/09/29
Nil 100,000 0.07% 0.04%
22,000 2024/09/30 See
Note 6(a)
Until
2034/09/29
Nil 22,000 0.02% 0.008%
Total: /H1118/H1118/H1118/H1118/H1118 1,085,122 1,085,122 0.75% 0.39%
Notes:
(1) Percentages are subject to the Assumptions.
(2) The vesting periods are: (a) 40% vesting after two years and subsequently vesting equally each year over three
years; and (b) vesting equally each month over 11 months.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-60 –


--- page 760 ---
(3) The vesting periods are: (a) vesting equally each month over 11 months; and (b) vesting after six months.
(4) The vesting periods are: (a) 40% vesting after two years and subsequently vesting equally each year over three
years; and (b) vesting equally every six months over two years.
(5) The vesting periods are: (a) 40% vesting after two years and subsequently vesting equally each year over three
years; (b) vesting equally each month over 11 months; (c) vesting equally every six months over two years;
and (d) 70% vesting immediately and 30% vesting after one year.
(6) The vesting periods are: (a) 40% vesting after two years and subsequently vesting equally each year over three
years; (b) vesting equally every six months over two years; and (c) 70% vesting immediately and subsequently
vesting equally after one year.
The table below sets out the details of the outstanding options granted to the
grantees under this plan who is not (i) a Director, senior management or connected person
of the Company, (ii) a consultant of the Group, or (iii) a grantee who holds options
representing 150,000 new Shares or more under the Pre-Listing Share Plans.
Range of Class A
Shares underlying
outstanding
options
Number of
grantees Date of grant
Vesting
period Exercise period Exercise price
Total number
of Class A
Shares
underlying the
outstanding
options
Approximately
percentage of
issued Shares
immediately
after the
Global
Offering
(1)
Approximately
percentage of
voting rights
immediately
after the
Global
Offering (1)
1-10,000 /H1118/H1118/H1118/H11181,160 2020/12/31-
2024/09/30
0-5 years Until 2030/10/20-
2034/09/29
US$0.0000-
6.537
1,537,761 1.07% 0.55%
10,001-50,000 /H1118/H1118 33 2020/12/31-
2024/09/30
0-5 years Until 2030/10/20-
2034/09/29
US$0.0000-
7.1900
711,878 0.49% 0.26%
50,001-100,000 /H1118 5 2020/12/31-
2024/09/30
0-5 years Until 2033/12/31-
2034/09/29
US$0.0000-
7.1900
318,552 0.22% 0.11%
100,001-149,999 /H1118 5 2023/06/30-
2024/06/11
0-3 years Until 2033/12/31-
2034/06/10
US$0.0000-
0.0010
579,010 0.40% 0.21%
Total: /H1118/H1118/H1118/H1118/H11181,203 3,147,201 2.18% 1.13%
Note:
(1) Percentages are subject to the Assumptions. For options with an exercise price in RMB, this is converted
to USD at the exchange rate of RMB7.1886 to US$1.00.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-61 –


--- page 761 ---
The following table sets out the details of the outstanding options granted to consultants
of the Group under this plan.
Name
Type of
consultant Address Options
Date of
Grant
Vesting
period
Exercise
period
Exercise
price
Number of
Class A
Shares
underlying
the
outstanding
options
Approximate
percentage
of issued
Shares
immediately
after the
Global
Offering (1)
Approximate
percentage
of voting
rights
immediately
after the
Global
Offering (1)
Consultants
Qin Y ao (ӎ) /H1118/H1118Business
strategy
consultant
No. 988 Dingxi
Road, Changning
District, Shanghai,
China
763,624 2021/12/31 See Note 2(a) Until
2031/07/07
Nil 763,624 0.53% 0.27%
Dan Hu (ʗ) /H1118/H1118Strategy
implementation
and
effectiveness
management
consultant
Lixiu Huating,
Nanguang Road,
Nanshan District,
Shenzhen, China
50,000 2021/06/30 See Note 2(b) Until
2031/03/31
US$7.19 50,000 0.03% 0.02%
Shujie Wang
(ˮૺ௫) /H1118/H1118/H1118/H1118
R&D
management
system design
expert
No. 19 Xinjiekou
Street, Haidian
District, Beijing,
China
13,499 2022/12/31 See Note 2(c) Until
2031/11/23
US$1.176 13,499 0.01% 0.00%
1,910 2022/12/31 See Note 2(d) Until
2032/11/26
US$1.176 1,910 0.00% 0.00%
4,169 2022/12/31 See Note 2(e) Until
2032/11/26
US$1.176 4,169 0.00% 0.00%
Total: /H1118/H1118/H1118/H1118/H1118 833,202 833,202 0.58% 0.30%
Notes:
(1) Subject to the Assumptions. For options with an exercise price in RMB, this is converted to USD at the
exchange rate of RMB7.1886 to US$1.00.
(2) The vesting periods are: (a) 30% vesting after the first year, 20% vesting each year for the second to
fourth years, and 10% after the fifth year; (b) 40% vesting after two years and subsequently vesting
equally each year over three years; (c) 100% vesting after one year; (d) vesting equally every month
over five months; and (e) vesting equally every month over six months.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-62 –


--- page 762 ---
Grant details of other employees
The following table sets out the details of the outstanding options granted to employees
of the Group (none of whom is a Director, senior management or a connected person of the
Company) who hold options representing 150,000 new Shares or more under the Pre-Listing
Share Plans.
Name Address
Options
under
2010 Plan
Options
under
2011 Plan
Options
under
2020 Plan
Date of
Grant
Vesting
period
Exercise
period
(until)
Exercise
price
Aggregate
number of
Class A
Shares
underlying
the
outstanding
options
Approximate
percentage
of issued
Shares
immediately
after the
Global
Offering (1)
Approximate
percentage
of voting
rights
immediately
after the
Global
Offering (1)
Xixiang Li
(ҽҎജ)
100 Zhongtan Road, Putuo
District, Shanghai, China
– 481,455 – 2011/10/19-
2019/5/31
0-5 years 2040/1/19 US$0-1.1757 481,455 0.33% 0.17%
Y uqian Kong
(ˆᚑ৻)
Runze Mansion, Chaoyang
District, Beijing, China
40,000 353,623 19,701 2010/11/23-
2023/12/31
0-5 years 2040/1/19 US$0-0.0294 413,324 0.29% 0.15%
Ming Wei
(׼)
Y unjin Shijia, Zhongbei
Town, Xiqing District,
Tianjin, China
– 367,155 7,608 2019/5/31-
2024/6/30
0-5 years 2034/8/31 Nil 374,763 0.26% 0.13%
Beiping Tan
(ᗈ̻̏)
Chuihong Garden, Chaoyang
Subdistrict, Haidian
District, Beijing, China
– 343,579 16,737 2019/12/31-
2024/9/30
0-5 years 2044/9/29 US$0-1.1757 360,316 0.25% 0.13%
Zaijun Gong
(ࠏ)
No. 2 Xiangbaiqijia,
Haidian District, Beijing,
China
– 319,316 38,317 2019/5/31-
2024/9/30
0-5 years 2044/9/29 Nil 357,633 0.25% 0.13%
Wei Y ang
(۾)
Runze Y uexi, Chaoyang
District, Beijing, China
– 334,177 21,370 2019/5/31-
2023/12/31
0-5 years 2035/2/28 Nil 355,547 0.25% 0.13%
Hao Xu
(ख)
Xiu Y uan, Anhui Beili,
Chaoyang District,
Beijing, China
74,255 252,671 13,751 2019/5/31-
2023/12/31
0-5 years 2043/12/31 Nil 340,677 0.24% 0.12%
Gang Zhang
(࡝)
Langgu Road 2188 Lane,
Pudong New District,
Shanghai, China
– 310,756 – 2019/12/31-
2022/12/31
5 years 2039/11/30 US$0-0.1959 310,756 0.22% 0.11%
Xinqi Ren
(΂㒥ೡ)
Fuleyin Garden, Dongcheng
District, Beijing, China
– 308,423 – 2019/5/31 0-5 years 2035/2/28 Nil 308,423 0.21% 0.11%
Wei She
(ᠮਃ)
Huapu Garden, No. 9
Dongzhimen South Street,
Dongcheng District,
Beijing, China
– 283,568 – 2014/11/28-
2019/5/31
0-5 years 2033/12/19 US$0-1.1757 283,568 0.20% 0.10%
Pei Liu
(ᄎӒ)
No. 9 Xiyingfang,
Dongcheng District,
Beijing, China
60,000 184,529 29,181 2010/11/23-
2023/12/31
0-5 years 2040/1/19 US$0-1.1757 273,710 0.19% 0.10%
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-63 –


--- page 763 ---
Name Address
Options
under
2010 Plan
Options
under
2011 Plan
Options
under
2020 Plan
Date of
Grant
Vesting
period
Exercise
period
(until)
Exercise
price
Aggregate
number of
Class A
Shares
underlying
the
outstanding
options
Approximate
percentage
of issued
Shares
immediately
after the
Global
Offering (1)
Approximate
percentage
of voting
rights
immediately
after the
Global
Offering (1)
Songtao Chi
(ᏹ)
Tiantongyuan Residential
Area, East Lishuiqiao,
Changping District,
Beijing, China
170,000 85,082 – 2010/11/23-
2019/5/31
0-4 years 2040/1/19 US$0-0.0294 255,082 0.18% 0.09%
Jing Liu
(ᄎ᎑)
West District, Changying
Tianjie, Changying
Longhu, Chaoyang
District, Beijing, China
– 218,022 30,960 2019/5/31-
2023/12/31
11 months-
5 years
2035/9/30 Nil 248,982 0.17% 0.09%
Luxiang Li
(ҽኁಱ)
Rongke Olive City,
Wangjing Subdistrict,
Chaoyang District,
Beijing, China
– 235,446 5,051 2011/10/19-
2023/12/31
0-5 years 2038/3/20 US$0-1.1757 240,497 0.17% 0.09%
Nong Zheng
(ቍ༵)
No. 22 North Fengwo Road,
Haidian District, Beijing,
China
– 224,446 – 2019/5/31 5 years 2038/1/1 US$8.8684 224,446 0.16% 0.08%
Daiheng
Huang
(ර˾㛬)
Innovation Tower, Tsinghua
Science Park, Haidian
District, Beijing, China
– 218,022 – 2019/5/31 5 years 2035/9/30 Nil 218,022 0.15% 0.08%
Gang Chen
(࡝)
Huizhongli Residential
Area, Chaoyang District,
Beijing, China
– 5,000 207,322 2015/8/20-
2024/9/30
0-5 years 2034/12/31 US$0-1.1757 212,322 0.15% 0.08%
Haili Guo
(ெऎл)
Hanshiqiao Village, Y ang
Town, Shunyi District,
Beijing, China
– 202,659 7,255 2019/5/31-
2024/9/30
0-5 years 2044/9/29 Nil 209,914 0.15% 0.08%
Ningning Qu
(Ϝྐྵྐྵ)
Huizhongli, Chaoyang
District, Beijing, China
– 2,659 204,638 2019/5/31-
2024/9/30
0-5 years 2040/1/19 Nil 207,297 0.14% 0.07%
Ling Qin
(ॢᏊ)
Ximing Hutong, Xicheng
District, Beijing
– 193,337 – 2019/5/31 Immediately
vest
2040/1/19 Nil 193,337 0.13% 0.07%
Xindong Wu
(؇ڦ)
Shuiqing Muhuayuan, No. 4
North Second Street,
Zhongguancun, Haidian
District, Beijing, China
– 128,820 38,966 2019/5/31-
2020/12/31
3 years 2039/5/13 Nil 167,786 0.12% 0.06%
Ruogu Ding
(ԋ)
Shamei Park, Chebei
Subdistrict, Tianhe
District, Guangzhou City,
Guangdong Province,
China
– 162,312 – 2019/5/31 0-5 years 2040/1/19 Nil 162,312 0.11% 0.06%
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-64 –


--- page 764 ---
Name Address
Options
under
2010 Plan
Options
under
2011 Plan
Options
under
2020 Plan
Date of
Grant
Vesting
period
Exercise
period
(until)
Exercise
price
Aggregate
number of
Class A
Shares
underlying
the
outstanding
options
Approximate
percentage
of issued
Shares
immediately
after the
Global
Offering (1)
Approximate
percentage
of voting
rights
immediately
after the
Global
Offering (1)
Shuqun Y an
(ଓዓ໊)
Huadong, Liguo Mansion,
Shunyi District, Beijing,
China
– 116,758 37,343 2020/6/30-
2022/12/31
0-5 years 2042/12/17 Nil 154,101 0.11% 0.06%
Shaoxiong
Mai
(௥ୗඪ)
Ligang Nanwan, Nan’an
Road, Liwan District,
Guangzhou City,
Guangdong Province,
China
– – 152,424 2024/6/11 Immediately
vest
2034/6/10 RMB19.6819
(in US$)
152,424 0.11% 0.05%
Y a Gao
(৷ඩ)
Huahong Jiayuan, East
Building Materials City
Road, Haidian District,
Beijing, China
– 130,000 20,826 2014/11/28-
2023/12/31
2-5 years 2039/12/31 US$0-6.537 150,826 0.10% 0.05%
Haojie Xuan
(ೱ௫)
No. 21, Baimaizhuang
Street, Xicheng District,
Beijing, China
– 150,140 – 2019/5/31-
2022/6/30
Immediately
vest
2042/6/29 Nil 150,140 0.10% 0.05%
Total: 344,255 5,611,955 851,450 6,807,660 4.72% 2.45%
Note:
(1) Subject to the Assumptions. For options with an exercise price in RMB, this is converted to USD at the
exchange rate of RMB7.1886 to US$1.00.
Grant details of Substituted Company Options over existing Shares
Additionally, there are 1,557,397 vested options granted to 91 grantees, that will be
funded by 1,557,397 existing Shares (to be converted to Class A Shares upon Listing),
which are currently held by iTop Limited.
These outstanding options represent options originally granted pursuant to a share
incentive scheme of a subsidiary of the Group (“ Subsidiary Options ”), which were
subsequently canceled and replaced with options to purchase Shares (“ Substituted
Company Options ”) as part of the reorganization of the Group. The administration of the
Substituted Company Options shall be in accordance with the terms of the 2020 Share
Incentive Plan (as applicable). The Shares underlying all granted Substituted Company
Options will be satisfied by existing Class A Shares, which are currently issued and held
by iTop Limited, a company that is wholly-owned by Mininglamp EBT iTOP Trust, a trust
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-65 –


--- page 765 ---
established solely for the grantees holding Substituted Company Options, in which Vistra
Trust (Hong Kong) Limited is the trustee and the Company is the settlor (for more
information about iTop Limited, please see the section headed “History, Reorganization
and Corporate Structure”).
Below is a list of grantees, as at the Latest Practicable Date, holding outstanding
Substituted Company Options. As at the Latest Practicable Date, there are no Directors,
senior managers or other connected persons of the Company holding outstanding
Substituted Company Options.
Range of Class A
Shares underlying
outstanding
options
Total
number
of grantees Date of grant Exercise period
(2)
Exercise price
(US$)
Total number of
Class A Shares
underlying the
outstanding
options
Approximate
percentage of
issued Shares
immediately
after the
Global
Offering (1)
Approximate
percentage of
voting rights
immediately
after the
Global
Offering (1)
1 – 10,000 /H1118/H1118/H1118/H1118 65 2018/04/30 Until 2030/10/20 US$0.0659-
3.6642
255,873 0.18% 0.09%
10,001 – 50,000 /H1118/H1118 18 2018/04/30 Until 2030/10/20 US$0.0659-
3.6642
397,609 0.28% 0.14%
50,001 – 100,000 /H1118 3 2018/04/30 Until 2030/10/20 US$0.0659 212,139 0.15% 0.08%
>100,000 /H1118/H1118/H1118/H1118/H1118 5 2018/04/30 Until 2030/10/20 US$0.0659-
3.6642
691,776 0.48% 0.25%
Total: /H1118/H1118/H1118/H1118/H1118/H111891 1,557,397 1.08% 0.56%
Note:
(1) Percentages are subject to the Assumptions. The Class A Shares underlying these options will be
satisfied by existing shares and accordingly, the exercise of these options will not dilute or affect the
total issued number of Shares or voting rights immediately after the Global Offering. For options with
an exercise price in RMB, this is converted to USD at the exchange rate of RMB7.1886 to US$1.00.
2. Post-Listing Share Plan
The Company has adopted a Post-Listing Share Plan, which shall take effect upon Listing
and will be governed by Chapter 17 of the Listing Rules. This plan has been approved by the
Shareholders on October 15, 2025 and will be funded by newly issued Class A Shares
(including treasury shares, if any).
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-66 –


--- page 766 ---
Material terms of the Post-Listing Share Plan
Purpose
The purpose of the plan is to: (a) provide the Company with a flexible means of
attracting, remunerating, incentivizing, retaining, rewarding, compensating and/or
providing benefits to participants; (b) align the interests of these participants with those
of the Company and Shareholders by providing such participants with the opportunity to
acquire proprietary interests in the Company and become Shareholders; and (c) encourage
the participants to contribute to the long-term growth, performance and profits of the
Company and to enhance the value of the Company and Class A Shares for the benefit of
the Company and Shareholders as a whole.
Administration
The plan shall be administered by the Board, which may establish a committee and
appoint person(s) to administer and implement the plan (collectively, the “ scheme
administrator ”). The scheme administrator will be responsible for administering and
implementing the plan, including making grants, determining conditions attachment to
awards, acting on behalf of the Company to settle awards.
Additionally, the Company may establish a trust (or trusts) and appoint a trustee to
hold the award shares and other trust property under the trust for the purpose of
implementing and administering the plan, and unless otherwise agreed between the
Company and the relevant trustee, the trustee shall be instructed by the scheme
administrator and the trustee holding unvested award shares will not have voting rights
with respect to those unvested award shares (being Class A Shares underlying unvested
options or restricted share units).
Notwithstanding these powers, the administration and implementation of the plan
shall comply with all applicable shareholder approval, announcement, circular, and
reporting requirements imposed by the Listing Rules (as amended from time to time) and
shall be subject to applicable laws, rules and regulations.
Awards
Award types
The plan allows the Company to grant options or restricted share units (“ RSUs , and
together with options, “ awards ”) or an equivalent value in cash determined at the
prevailing market rate. Additionally, Class A Shares issued to fund an award granted
under the plan shall be identical to all other existing Class A Shares and rank pari passu
with all other fully paid Class A Shares in issue.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-67 –


--- page 767 ---
Shareholder rights attached to awards
Awards granted under the plan do not carry any right to vote at general meetings of
the Company, nor any right to dividends, transfer or other rights. No grantee shall enjoy
any of the rights of a Shareholder by virtue of being granted an award under the plan
unless and until the Class A Shares underlying an award (“ award shares ”) are delivered
to the grantee pursuant to the vesting (and exercise in the case of options) of such award.
Transferability of awards
Awards are personal to the grantee and shall not be assignable or transferable, except
where a waiver has been granted by the Stock Exchange with respect to the proposed
transfer, and such transfer has been made in compliance with the Listing Rules and with
the consent of the Company. Following such transfer, the transferee shall be bound by the
plan rules and award letter (in effect at the time of the transfer) as if the transferee were
the grantee.
Granting awards
Making grants
Grants of awards under the plan shall be determined by the scheme administrator
and shall be made to the “Eligible Participants” defined under the plan.
Grants shall not be made in contravention of the Model Code set out in Appendix
C3 to the Listing Rules, including within the one month prior to the earlier of the Board
approving any annual, half-year or quarterly results, or the deadline for the Company
announcing such results under the Listing Rules, and where the Company is in possession
of inside information, until (and including) one full trading day after the date that such
inside information is announced.
Grant consideration, exercise price and purchase price
The scheme administrator of the plan will have discretion to grant awards, determine
the consideration payable for the grant (if any), and determine the exercise price (in the
case of options) or purchase price (if any, in the case of RSUs), which shall be specified
in the award letter. Additionally, grants of options under the plan shall be subject to
restrictions on the exercise price and option period (as further summarized further below).
Accepting grants
The scheme administrator shall determine the period within which a grant may be
valid for acceptance by the grantee, and the method of and purchase price (if any) payable
with acceptance, which shall be set out in the award letter. However, if not otherwise
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-68 –


--- page 768 ---
specified in the award letter, a grantee shall have 10 business days from the grant date to
accept the award. Any awards not accepted by the grantee within the acceptance period
(in the manner specified) shall be deemed as declined and automatically lapse.
Eligible Participants
Awards under the plan shall only be granted to the following Eligible Participants:
Employee Participants /H1118/H1118A director, officer or employee of the Group on the grant
date.
Related Entity
Participant /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A director, officer or employee of: (i) the Company’s holding
company (if any); (ii) subsidiaries of the holding company
other than the Group (if any); and (iii) associate companies of
the Company.
Service Provider
Participant /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Service providers. Outsourced persons engaged by the Group
that provides services which are material or significant and
relevant to the Group’s operations on a regular or recurring
basis.
Consultants. Consultants who: (a) provide consultancy
services material or significant and relevant to the Group’s
operations (including but not limited to services in
recruitment, tax, research and development, industry insight,
market advisory services); (b) engage with the Group on a
regular or recurring basis; and (c) have specialties or
expertise in areas that supplement the Group (including the
industries in which the Group directly or indirectly
operates/services) or with which the Group would consider
important to maintain a close business relationship on an
ongoing basis.
Suppliers. Suppliers who supply the Group with goods and/or
services on a regular or recurring basis, with which the Group
would consider important to maintain a close business
relationship on an ongoing basis, and in turn, it would be
beneficial to the Group’s business relationship to grant such
supplier with proprietary ownership in the Company and to
encourage the supplier to have a vested shareholding interest
in the Group and in the Group’s future development.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-69 –


--- page 769 ---
Agents. Agents and contractors who provide important
services to the Group on a regular or recurring basis with
which the Group would consider important to maintain a
close collaborative relationship on an ongoing basis, that in
turn, it would be beneficial to the collaboration between the
Group and the agents and/or contractors to grant such agents
and/or contractors proprietary ownership in the Company and
to encourage the agents and/or contractors to have a vested
shareholding interest in the Group and the Group’s future
development.
In assessing whether the Service Provider Participant
provides services to the Group on a continuing and recurring
basis, the scheme administrator will take into account factors
such as: (i) length and type of services provided or will be
provided to the Group, recurrence and regularity of such
services; (ii) how the selection metrics benchmark against
comparable metrics used to determine other eligible
participants who have been granted awards under the
Company’s share incentive plans; (iii) the Group’s objectives
in engaging the Service Provider Participant and how
granting awards to such participant would align with the
purpose of this plan or benefit the Group; and (iv)
remuneration packages of comparable listed peers with
respect to similar service providers, if any, based on available
industry information.
The Board (including the independent non-executive Directors) considers the scope
and eligibility criteria of Related Entity Participants and Service Provider Participants
are consistent with the purpose of this plan. In particular , the Board believes that this
scope and criteria would enable the Group to preserve its cash resources, and instead, use
share incentives to attract persons of talent outside of the Group, whilst also aligning
their interests with that of the Group and Shareholders through them owning a
proprietary interest in the Company and being future Shareholders. Furthermore, the
Board considers that:
(a) granting awards to Related Entity Participants would enhance and consolidate
the Group’ s relationship with these persons/entities that have a sufficiently
close relationship with the Group and that would likely be in a position to
influence the Group’ s business, reputation, operations and performance; and
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-70 –


--- page 770 ---
(b) granting awards to Service Provider Participants would help strengthen the
strategic alliance relationship with these service providers and provide
incentives to both existing and future service providers on a long-term basis,
which will enhance the long term business performance of the Group and
benefit the Group as a whole.
In light of the above, the Board (including the independent non-executive Directors)
is of the view that granting awards to the Eligible Participants (including Related Party
Participants and Service Provider Participants) under the plan would be in the interests
of the long term growth of the Group.
Scheme limits
Scheme limit and service provider sublimit
The total number of award shares (being new Class A Shares) that may be issued
pursuant to all awards to be granted under this plan and under any other share incentive
plans of the Company (other than the Pre-Listing Plans) is up to 4,331,351 Class A
Shares, being 3% of the Shares in issue upon Listing (subject to the Assumptions, and
excluding treasury shares), being the “ scheme limit .”
Furthermore, under the scheme limit, the total number of Class A Shares that may
be issued pursuant to all awards to be granted to Service Provider Participants under this
plan is up 10% of the total scheme limit, being the “ service provider sublimit .”
The Board (including the independent non-executive Directors) is of the view that
the service provider sublimit is appropriate and reasonable given the nature of the
industry in which the Group operates, and the Group’ s current and future business needs,
and taking into account the rationale behind the scope and criteria of Service Provider
Participants, as detailed above.
Refreshing the scheme limit and service provider sublimit
The scheme limit and the service provider sublimit may be refreshed by
Shareholders at general meeting in accordance with Rule 17.03C of Chapter 17.
Individual grant limits and additional approvals
Additionally, each Eligible Participant shall be subject to an individual grant limit
and additional approval requirements, (a) with respect to a Director, chief executive or
substantial shareholder of the Company, or their respective associates, as specified in
Rules 17.04 and 17.10 of Chapter 17; and (b) with respect to any Eligible Participant, as
specified in Rules 17.03D and 17.10 of Chapter 17.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-71 –


--- page 771 ---
Conditions on awards
V esting period
The scheme administrator may set a vesting period for the awards, which shall be
specified in the award letter. However, the vesting period may not be for a period less than
12 months from the grant date, except for awards granted to Employee Participants in the
following circumstances:
(a) grants of “make whole” awards to a new Employee Participant to replace
award shares that the Employee Participant forfeited when leaving their
previous employers;
(b) grants to an Employee Participant whose employment is terminated due to
death or disability or event of force majeure;
(c) grants of awards with performance-based vesting conditions in lieu of
time-based vesting criteria;
(d) grants of awards that are made in batches during a year for administrative and
compliance reasons (including awards that should have been granted earlier
but had to wait for a subsequent batch, in which case, the vesting periods may
be shorter to reflect the time from which an award would have been granted);
(e) grants of awards with a mixed vesting schedule such that the awards vest
evenly over a period of 12 months; or
(f) grants of awards with a total vesting and holding period of more than
12 months.
Performance targets and other vesting conditions
The scheme administrator may set vesting conditions on awards, which shall be
specified in the award letter. These include performance targets, criteria or conditions to
be satisfied in order for the relevant award to vest and be settled by the Company, and
may be based on, among other criteria, performance appraisals within a specified period,
business/financial/transactional/performance milestones, current and anticipated future
contribution to the Group and business, minimum service period, upon reaching other
specified targets.
Where awards are granted to Directors or members of the senior management of the
Company with a vesting period shorter than 12 months, the views of the remuneration
committee to the Board on why a shorter vesting period is appropriate, and where such
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-72 –


--- page 772 ---
awards are without performance targets, the views of that remuneration committee on
why performance targets are not necessary and how the grants align with the purpose of
this plan, will be included in the announcement to be issued upon any grant of awards as
required by the Listing Rules.
Additional restrictions for granting options
Grants of an option under this plan shall be subject to the additional terms:
(a) Exercise price . The exercise price shall be the higher of: (i) closing price of
Class A Shares as stated in the daily quotations sheet issued by the Stock
Exchange on the grant date; and (ii) the average closing price of Class A Shares
as stated in the daily quotations sheets issued by the Stock Exchange for the
five business days immediately preceding the grant date.
(b) Exercise period . The exercise period for a share option (being the period within
which the grantee may exercise a vested share option granted to them) shall not
be longer than 10 years from the grant date.
Clawback
Under the plan, the Board may determine that, with respect to a grantee, awards
granted but not yet vested or exercised (in the case of options) shall immediately lapse,
and with respect to any Class A Shares delivered or amount paid to the grantee, the
grantee be required to transfer the same value, whether in Class A Shares and/or cash,
back to the Company (or nominee), in circumstances where:
(a) the grantee ceases to be an “Eligible Participant” (as defined under the plan)
by reason of the termination for cause or without notice or with payment in lieu
of notice;
(b) the grantee has been charged, penalized or convicted of a civil or criminal
offense involving the grantee’s integrity or honesty;
(c) in the reasonable opinion of the Board or the scheme administrator, the grantee
has engaged in serious misconduct, including with respect to a policy or code
of or other agreement with the Group, or breaches the terms of the plan in any
material respect; or
(d) in the reasonable opinion of the Board or the scheme administrator, the grant
of an award to the grantee is no longer determined to be appropriate and
aligned with the purpose of the plan.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-73 –


--- page 773 ---
Alterations in the share capital of the Company
In the event of any alteration in the capital structure of the Company by way of
capitalization of profits or reserves, rights issue, subdivision or consolidation of Shares
or reduction of the share capital of the Company (other than any alteration in the capital
structure of the Company as a result of an issue of Shares as consideration in a transaction
to which the Company is a party) after the adoption date of the plan, the scheme
administrator shall make such corresponding adjustments, if any, as they in its discretion
may deem appropriate to reflect such change with respect to:
(a) (in the event of subdivision or consolidation of Shares only) the number of
Class A Shares comprising the scheme limit or service provider sublimit,
provided that in the event of any subdivision or consolidation of Shares, the
scheme limit or service provider sublimit as a percentage of the total issued
Class A Shares at the date immediately before any consolidation or subdivision
shall be the same on the date immediately after such consolidation or
subdivision;
(b) the number of Class A Shares comprised in each award to the extent any award
has not been exercised;
(c) the exercise price of any option or purchase price of any award (if any),
or any combination thereof, as the auditor or a financial advisor engaged by the Company
for such purpose have certified satisfy the relevant requirements of the Listing Rules and
are, in their opinion, fair and reasonable either generally or as regards any particular
grantee, provided always that: (i) any such adjustments should give each grantee the same
proportion of the equity capital of the Company, rounded to the nearest whole Share, as
that to which that grantee was previously entitled prior to such adjustments; and (ii) no
such adjustments shall be made which would result in a Share being issued at less than
its nominal value. The capacity of the auditor or financial advisor (as the case may be)
of the Company is that of experts and not of arbitrators and their certification shall, in the
absence of manifest error, be final and binding on the Company and the grantees.
Change in control
If there is an event of change in control of the Company as the result of a merger,
scheme of arrangement or general offer, or in the event of a dissolution or liquidation of
the Company, scheme administrator shall have sole discretion to determine the treatment
of awards granted under the plan, including whether to: (a) cancel or amend the terms or
conditions of outstanding awards (whether vested or not); (b) accelerate the vesting of
unvested awards; or (c) declare that any awards granted under the plan shall be canceled
or lapsed and the terms thereof, and the scheme administrator will notify the grantees
accordingly.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-74 –


--- page 774 ---
Lapsed and canceled awards
Canceled awards
The scheme administrator may cancel an award with the prior consent of the grantee.
Award shares underlying canceled awards shall be treated in the manner required under
the Listing Rules. In particular, where the Company cancels an award granted to a
participant and subsequently makes a new grant to that same participant, such new grant
may only be made under this plan where there is available scheme limit, and awards
canceled will be regarded as utilized for the purpose of calculating the scheme limit (and
service provider sublimit, if applicable).
Lapsed awards
Lapsed awards shall not be counted for the purpose of calculating the scheme limit
(and service provider sublimit, if applicable). Granted awards shall automatically lapse
upon the following events:
(a) the award has not been accepted by the grantee (in the manner specified) within
the acceptance period;
(b) expiry of the exercise period (where applicable);
(c) the clawback mechanism being triggered;
(d) following the grantee’s death or permanent incapacity, bankruptcy, or where
the grantee ceases to be an “Eligible Participant” (as defined under this plan)
or the grantee vacates his/her position in or with respect to the Group for more
than six months without approval;
(e) forfeiture of the award by the grantee; or
(f) the grantee transfers the award in breach of the transferability provisions
specified in the plan.
Term of the plan
Subject to any early termination as determined by the Board, the plan shall have a
plan life of 10 years from the Listing Date.
No grants may be made after termination of the plan. Notwithstanding termination,
the plan and its rules shall continue to be valid and effective to the extent necessary to
give effect to the vesting (and exercise or purchase) of awards granted prior to
termination, and the termination shall not affect any subsisting rights already granted to
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-75 –


--- page 775 ---
a grantee. For the avoidance of doubt, awards granted during the plan life but that remain
unexercised/unpurchased or unexpired prior to the termination shall continue to be valid
and exercisable in accordance with the plan rules and the relevant award letter.
Amendment and termination
The scheme administrator may, in their sole discretion, amend this plan or an award
provided that:
(a) the amendments, and the amended plan or award, shall comply with the
relevant requirements under Chapter 17 of the Listing Rules;
(b) Shareholders’ approval at general meeting is required for the following:
(i) any amendment or alteration to the terms of the plan that is of a material
nature or any amendment or alteration to those provisions that relate to
the matters set out in Rule 17.03 of the Listing Rules to the advantage of
the “Eligible Participants” (as defined under this plan);
(ii) any change to the authority of the Board or the scheme administrator to
alter the terms of this plan; and
(c) any amendment or alteration to the terms of an award the grant of which was
subject to the approval of a particular body shall be subject to approval by that
same body, provided that this requirement does not apply where the relevant
alteration takes effect automatically under existing terms of this plan.
E. OTHER INFORMATION
1. Estate Duty
Our Directors have been advised that no material liability for estate duty is likely to fall
upon any member of our Group.
2. Litigation
Save as disclosed in “Business,” no member of our Group is engaged in any litigation,
arbitration or claim of material importance, and no litigation, arbitration or claim of material
importance is known to our Directors to be pending or threatened by or against our Company
that would have a material adverse effect on our Company’s results of operations or financial
condition.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-76 –


--- page 776 ---
3. Sole Sponsor
China International Capital Corporation Hong Kong Securities Limited satisfies the
independence criteria applicable to sponsors set out in Rule 3A.07 of the Listing Rules.
A fee of US$800,000 is payable by the Company as sponsor fees to the Sole Sponsor.
4. Consents of Experts
This document contains statements made by the following experts:
Name Qualification
China International Capital
Corporation Hong Kong
Securities Limited /H1118/H1118/H1118/H1118/H1118/H1118
A licensed corporation under the SFO for 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 as defined under
the SFO
Zhong Lun Law Firm /H1118/H1118/H1118/H1118/H1118Qualified PRC Lawyers
Maples and Calder
(Hong Kong) LLP /H1118/H1118/H1118/H1118/H1118/H1118
Cayman Islands attorneys-at-law
Ernst & Y oung /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Certified Public Accountants and Registered Public
Interest Entity Auditor
Frost & Sullivan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Industry consultant
As of the Latest Practicable Date, none of the experts named above 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.
Each of the experts named above have given and have not withdrawn their respective
written consent to the issue of this document with copies of their reports, letters, opinions or
summaries of opinions (as the case may be) and the references to their names included herein
in the form and context in which they are respectively included.
5. Binding Effect
This document shall have the effect, if an application is made in pursuance hereof, of
rendering all persons concerned bound by all the provisions (other than the penal provisions)
of sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance so far as applicable.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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6. Bilingual Prospectus
The English language and Chinese language versions of this document 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).
7. Preliminary Expenses
We have not incurred any material preliminary expenses in relation to the incorporation
of our Company.
8. Disclaimers
Save as disclosed in this document, within the two years immediately preceding the date
of this document:
(i) there are no commissions (but not including commission to sub-underwriters) for
subscribing or agreeing to subscribe, or procuring or agreeing to procure
subscriptions, for any shares in or debentures of our Company; and
(ii) there are no commissions, discounts, brokerages or other special terms granted in
connection with the issue or sale of any capital of any member of our Group, and
no Directors, promoters or experts named in the part headed “—Other
Information—Consents of Experts” received any such payment or benefit.
Within the two years immediately preceding the Latest Practicable Date:
(i) there are no founder, management or deferred shares in our Company or any member
of our Group;
(ii) we do not have any promoter and no cash, securities or other benefit has been paid,
allotted or given within the two years immediately preceding the date of this
document, or are proposed to be paid, allotted or given to any promoters;
(iii) none of the Directors or the experts named in the part headed “—Other
Information—Consents of Experts” above has any interest, direct or indirect, in the
promotion of, or in any assets which have been, within the two years immediately
preceding the date of this document, 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;
(iv) there are no bank overdrafts or other similar indebtedness by our Company or any
member of our Group;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-78 –


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(v) there are no hire purchase commitments, guarantees or other material contingent
liabilities of our Company or any member of our Group;
(vi) there are no outstanding debentures of our Company or any member of our Group;
(vii) there are no other stock exchange on which any part of the equity or debt securities
of our Company is listed or dealt in or on which listing or permission to deal is being
or is proposed to be sought;
(viii) except as disclosed in this section and the “History, Reorganization and Corporate
Structure” section, no capital of any member of our Group is under option, or is
agreed conditionally or unconditionally to be put under option; and
(ix) there are no contracts or arrangements subsisting at the date of this document in
which a Director is materially interested, or which is significant in relation to the
business of our Group.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-79 –


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DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES
The documents attached to the copy of this document delivered to the Registrar of
Companies in Hong Kong for registration were, among other documents:
(a) the written consents referred to under the section headed “Statutory and General
Information—Other Information—Consents of Experts” in Appendix IV; and
(b) a copy of each of the material contracts referred to in the section headed “Statutory
and General Information—Further Information about Our Business—Summary of
Material Contracts” in Appendix IV .
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be published on the websites of the Hong Kong
Stock Exchange at www.hkexnews.hk and our Company at https://www.mininglamp.com for
14 days from the date of this document (both dates inclusive):
(a) the Memorandum and the Articles;
(b) the material contracts referred to in the section headed “Statutory and General
Information—Further Information about our Business—Summary of Material
Contracts” in Appendix IV;
(c) the appointment letters of our Directors referred to in the section headed “Directors
and Senior Management—Director Appointment Letters”;
(d) the industry report issued by Frost & Sullivan (Beijing) Inc., Shanghai Branch Co.,
the summary of which is set forth in the section headed “Industry Overview”;
(e) the PRC legal opinions issued by Zhong Lun Law Firm, our legal advisor as to PRC
law, in respect of certain general corporate matters and property interests of our
Group;
(f) the Accountant’s Report and the report on the unaudited pro forma financial
information of our Group, the texts of which are set out in Appendices I and II,
respectively;
(g) the consolidated financial statements of our Company for the three financial years
ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2025;
(h) the letter of advice prepared by Maples and Calder (Hong Kong) LLP , our legal
advisor on Cayman Islands law, summarizing the constitution of the Company and
certain aspects of the Cayman Islands Company law referred to in Appendix III;
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES
IN HONG KONG AND A V AILABLE ON DISPLAY
–V - 1–


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(i) the Cayman Companies Act;
(j) the written consents referred to under the section headed “Statutory and General
Information—Other Information—Consents of Experts” in Appendix IV; and
(k) the terms of the Share Incentive Plans.
DOCUMENT A V AILABLE FOR INSPECTION
A list of grantees under the Pre-Listing Share Plans will be available for physical
inspection at the office of Skadden, Arps, Slate, Meagher & Flom at 42/F, Edinburgh Tower,
The Landmark, 15 Queen’s Road Central, Hong Kong during normal business hours from
9:00 a.m. to 5:00 p.m. with prior appointment for a period up to and including the date which
is 14 days from the date of this document.
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES
IN HONG KONG AND A V AILABLE ON DISPLAY
–V - 2–


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明略科技
Mininglamp T echnology
