--- page 1 ---
Sole Sponsor, Sponsor-Overall Coordinator,
Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Stock Code : 2723
GLOBAL OFFERING
(A joint stock company incorporated in the People’s Republic of China with limited liability)
北京深演智能科技股份有限公司
Beijing DeepZero T echnology Co., Ltd.


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IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice.
Beijing DeepZero Technology Co., Ltd.
ʮ̡
(A joint stock company incorporated in the People’ s Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the Global
Offering
: 9,068,000 H Shares
Number of Hong Kong Offer Shares : 906,800 H Shares (subject to reallocation)
Number of International Offer Shares : 8,161,200 H Shares (subject to reallocation)
Maximum Offer Price : HK$55.50 per H Share, plus brokerage of
1.0%, SFC transaction levy of 0.0027%,
Stock Exchange trading fee of 0.00565% and
AFRC transaction levy of 0.00015% (payable
in full on application in Hong Kong dollars
and subject to refund)
Nominal Value : RMB1.00 per H Share
Stock Code : 2723
Sole Sponsor, Sponsor-Overall Coordinator, Joint Global Coordinator,
Joint Bookrunner and Joint Lead Manager
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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 prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss h owsoever arising from or in
reliance upon the whole or any part of the contents of this prospectus.
A copy of this prospectus, having attached thereto the documents specified in the section headed “Documents Delivered to the Registrar of Companies i n Hong Kong and on Display”
in Appendix VII to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong K ong take no
responsibility for the contents of this prospectus or any of the other documents referred to above.
The Offer Price is expected to be determined by agreement between us and the Sponsor-Overall Coordinator (for itself and on behalf of the Underwriters ) on the Price Determination
Date, which is expected to be on or before Friday, May 22, 2026 and, in any event, not later than 12:00 noon on Friday, May 22, 2026. The Offer Price will be n ot more than HK$55.50
per Offer Share and is currently expected to be not less than HK$43.50 per Offer Share, unless otherwise announced. If, for any reason, the Offer Price i s not agreed between us
and the Sponsor-Overall Coordinator (for itself and on behalf of the Underwriters) by 12:00 noon on Friday, May 22, 2026, the Global Offering will not p roceed and will lapse.
Applicants for Hong Kong Offer Shares are required to pay, on application, (subject to application channel) the maximum Offer Price of HK$55.50 for ea ch Hong Kong Offer Share
together with brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015%, subje ct to refund if the Offer
Price as finally determined is less than HK$55.50 per Offer Share.
The Sponsor-Overall Coordinator (for itself and on behalf of the Underwriters) may, where considered appropriate and with our consent, reduce the nu mber of Offer Shares being
offered under the Global Offering and/or the indicative Offer Price range below that stated in this prospectus at any time on or prior to the morning of t he last day for lodging
applications under the Hong Kong Public Offering. In such a case, notices of the reduction in the number of Hong Kong Offer Shares and/or the indicative Offer Price range will
be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.deepzero.com not later than the morning of the day which is the last day for
lodging applications under the Hong Kong Public Offering. See sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this
prospectus for more details.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Sponsor-Overall Coordina tor (for itself and on
behalf of the Hong Kong Underwriters) if certain grounds for termination arise prior to 8:00 a.m. on the Listing Date. Such grounds are set out in “Under writing” in this prospectus.
Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus, includin g the risk factors set out
in “Risk Factors.”
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offe red, sold, pledged or
transferred within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U .S. Securities Act. The Offer
Shares are being offered and sold only outside the United States in offshore transactions in reliance on Regulation S.
ATTENTION
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 p ublic in
relation to the Hong Kong Public Offering.
This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk and our website at www.deepzero.com . If you require a printed copy of this
prospectus, you may download and print from the website addresses above.
IMPORTANT
May 18, 2026


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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 www.deepzero.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:
(a) apply online through the White Form eIPO service through the designated
website at http://www.eipo.com.hk ;o r
(b) apply electronically through the HKSCC EIPO channel and cause HKSCC
Nominees to apply on your behalf by instructing your broker or custodian who
is a HKSCC Participant to give electronic application instructions via HKSCC’s
FINI system to apply for the Hong Kong Offer Shares on your behalf.
We will not provide any physical channels to accept any application for the Hong Kong
Offer Shares by the public. The contents of the electronic version of this prospectus are
identical to the printed prospectus as registered with the Registrar of Companies in Hong
Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Chapter 32 of the laws of Hong Kong).
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 the Hong
Kong Offer Shares electronically.
Y our application through the White Form eIPO service or the HKSCC EIPO channel
must be for a minimum of 100 Hong Kong Offer Shares and in one of the numbers set out
in the table below.
If you are applying through the White Form eIPO service, you may refer to the table
below for the amount payable for the number of Shares you have selected. Y ou must pay the
respective amount payable on application in full upon application for Hong Kong Offer
Shares.
IMPORTANT
–i i–


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If you are applying through the HKSCC EIPO channel, you are required to pre-fund
your application based on the amount specified by your broker or custodian , as determined
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 Offer Shares you applied for.
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
100 5,605.97 2,000 112,119.44 10,000 560,597.18 80,000 4,484,777.40
200 11,211.95 2,500 140,149.30 15,000 840,895.77 90,000 5,045,374.58
300 16,817.91 3,000 168,179.16 20,000 1,121,194.36 100,000 5,605,971.76
400 22,423.88 3,500 196,209.01 25,000 1,401,492.93 150,000 8,408,957.63
500 28,029.86 4,000 224,238.86 30,000 1,681,791.53 200,000 11,211,943.50
600 33,635.83 4,500 252,268.72 35,000 1,962,090.11 250,000 14,014,929.38
700 39,241.81 5,000 280,298.59 40,000 2,242,388.70 300,000 16,817,915.26
800 44,847.78 6,000 336,358.30 45,000 2,522,687.29 350,000 19,620,901.13
900 50,453.74 7,000 392,418.02 50,000 2,802,985.88 400,000 22,423,887.00
1,000 56,059.72 8,000 448,477.75 60,000 3,363,583.06 453,400
(1) 25,417,475.92
1,500 84,089.57 9,000 504,537.46 70,000 3,924,180.23
(1) Maximum number of Hong Kong Offer Share you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and
AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants
(as defined in the Listing Rules) and the SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy are paid to the Stock Exchange (in the case of the SFC transaction levy, collected by the
Stock Exchange on behalf of the SFC; and in the case of the AFRC transaction levy, collected by the Stock
Exchange on behalf of the AFRC).
No application for any other number of Hong Kong Offer Shares will be considered and
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 Global Offering, we will
issue an announcement on the website of our Company at www.deepzero.com and the website
of the Stock Exchange at www.hkexnews.hk .
Date (1)
Hong Kong Public Offering commences ............................... .9:00 a.m. on
Monday, May 18, 2026
Latest time to complete electronic applications
under the White Form eIPO service through
the designated website at www.eipo.com.hk (2) ......................... 1 1:30 a.m. on
Thursday, May 21, 2026
Application lists of the Hong Kong Public Offering open (3) ................. 1 1:45 a.m. on
Thursday, May 21, 2026
Latest time for (a) completing full payment of
White Form eIPO applications by effecting internet
banking transfer(s) or PPS payment transfer(s)
or; (b) giving electronic application instructions
to HKSCC
(4) ................................................ .12:00 noon on
Thursday, May 21, 2026
If you are instructing your broker or custodian who is a HKSCC Participant to submit
HKSCC EIPO applications on your behalf through HKSCC’s FINI system in accordance with your
instruction, you are advised to contact your broker or custodian for the latest time for giving such
instructions which may be different from the latest time as stated above.
Application lists of the Hong Kong Public Offering close (3) ............... .12:00 noon on
Thursday, May 21, 2026
Expected Price Determination Date (5) ................................. b y 12:00 noon
Friday, May 22, 2026
Announcement 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 the Hong Kong Offer Shares
to be published on the website of our Company
at www.deepzero.com
(6) and the website of the Stock Exchange
at www.hkexnews.hk ................................... n o later than 11:00 p.m. on
Tuesday, May 26, 2026
EXPECTED TIMETABLE
–i v–


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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:
 from the designated results of allocations
website at www.iporesults.com.hk
(alternatively: www.eipo.com.hk/eIPOAllotment )
with a “search by ID” function from .......................... 1 1:00 p.m. on
Tuesday, May 26,
2026 to 12:00 midnight
Monday, June 1, 2026
 the Stock Exchange’s website at www.hkexnews.hk
and our website at www.deepzero.com (6) which will provide
links to the above mentioned websites of the
H Share Registrar ............................. n o later than 11:00 p.m. on
Tuesday, May 26, 2026
 from the allocation results telephone
enquiry line by calling +852 2862 8555 between
9:00 a.m. and 6:00 p.m. .......................o nW ednesday, May 27, 2026,
Thursday, May 28, 2026,
Friday, May 29, 2026 and
Monday, June 1, 2026
H Share certificates in respect of wholly or partially successful
applications to be dispatched or deposited into CCASS in
respect of wholly or partially successful applications
pursuant to the Hong Kong Public Offering
(7)(8) ......................... o no r before
Tuesday, May 26, 2026
White Form e-Refund payment instructions/refund cheques
in respect of wholly or partially successful applications if
the final Offer Price is less than the maximum Offer Price
per Offer Share initially paid on application (if applicable),
or wholly/partially unsuccessful applications to be
dispatched on or before
(9) ......................................... o no r before
Wednesday, May 27, 2026
Dealings in the H Shares on the Stock Exchange expected
to commence at (9) ............................................. .9:00 a.m. on
Wednesday, May 27, 2026
EXPECTED TIMETABLE
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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 through the White Form eIPO service through the designated
website 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 a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above and/or Extreme
Conditions (collectively, “ Severe Weather Signal ”) in force in Hong Kong at any time between 9:00 a.m. and 12:00
noon on Thursday, May 21, 2026, the application lists will not open or close on that day. For further details, see “How
to Apply for Hong Kong Offer Shares — E. Severe Weather Arrangements.”
(4) Applicants who apply for the Hong Kong Offer Shares through HKSCC EIPO channel should refer to “How to Apply
for Hong Kong Offer Shares — A. Application for Hong Kong Offer Shares — 2. Application Channels” for details.
(5) The Price Determination Date is expected to be on or before Friday, May 22, 2026. If, for any reason, the Offer Price
is not agreed between the Sponsor-Overall Coordinator (for itself and on behalf of the other Underwriters) and us by
12:00 noon on Friday, May 22, 2026, the Global Offering will not proceed and will lapse.
(6) Neither of the websites nor any of the information contained on the websites forms part of this prospectus.
(7) H Share certificates will only become valid evidence of title at 8:00 a.m. on Wednesday, May 27, 2026 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 the H Shares on the basis of publicly available allocation details prior to the receipt
of H Share certificates or prior to the H Share certificates becoming valid evidence of title do so entirely at their own
risk.
(8) If a Severe Weather Signal in force is hoisted on Tuesday, May 26, 2026, the H Share Registrar will make appropriate
arrangements for the delivery of the H Share certificates to the HKSCC Depository’s service counter so that they
would be available for trading on Wednesday, May 27, 2026.
(9) Refund mechanism for surplus application monies paid by application via HKSCC EIPO channel is subject to the
arrangement between applicants and their broker or custodian.
Applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel should refer to “How
to Apply for Hong Kong Offer Shares — D. Dispatch/Collection of H Share Certificates and Refund of Application
Monies” for details.
Applicants who have applied through the White Form eIPO service and paid their applications monies through single
bank accounts may have refund monies (if any) dispatched to the designated bank account in the form of White Form
e-Refund payment instructions. Applicants who have applied through the White Form eIPO service and paid their
application monies through multiple bank accounts may have refund monies (if any) dispatched to the address as
specified in their application instructions in the form of refund cheques in favor of the applicant (or, in the case of
joint applications, the first-named applicant) by ordinary post at their own risk.
Further information is set out in “How to Apply for Hong Kong Offer Shares — D. Dispatch/Collection of H 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, see “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in
this prospectus.
If the Global Offering does not become unconditional or is terminated in accordance with its
terms, the Global Offering will not proceed. In such case, our Company will make an announcement
as soon as practicable thereafter.
EXPECTED TIMETABLE
–v i–


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IMPORTANT NOTICE TO INVESTORS
We have issued this prospectus solely in connection with the Hong Kong Public Offering
and the Hong Kong Offer Shares, and it 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
prospectus pursuant to the Hong Kong Public Offering. This prospectus may not be used for
the purpose of, and does not constitute, an offer or invitation in any other jurisdiction or in
any other circumstances. We have taken no action to permit a public offering of the Offer
Shares in any jurisdiction other than Hong Kong, and we have taken no action to permit the
distribution of this prospectus in any jurisdiction other than Hong Kong. The distribution of
this prospectus and the offering and sale of the Offer Shares in other jurisdictions are subject
to restrictions and may not be made except as permitted under the applicable securities laws
of such jurisdictions pursuant to registration with or authorization by the relevant securities
regulatory authorities or an exemption therefrom.
You should only rely on the information contained in this prospectus to make your
investment decision. We have not authorized anyone to provide you with information that is
different from what is contained in this prospectus. Any information or representation not
made in this prospectus must not be relied on by you as having been authorized by us, the Sole
Sponsor , the Sponsor-Overall Coordinator , the Joint Global Coordinators, the Joint
Bookrunners and the Joint Lead Managers, any of the Underwriters, any of our or their
respective directors, advisors, officers, employees, agents or representatives, or any other
person or party involved in the Global Offering.
Page
Expected Timetable ................................................. i v
Contents .......................................................... v i i
Summary ......................................................... 1
Definitions ........................................................ 2 2
Glossary of Technical Terms ........................................... 3 5
Forward-Looking Statements .......................................... 4 0
Risk Factors ....................................................... 4 1
Waivers from Strict Compliance with the Listing Rules ...................... 7 2
Information about this Prospectus and the Global Offering ................... 7 6
Directors, Supervisors and Parties Involved in the Global Offering ............. 7 9
Corporate Information ............................................... 8 5
Industry Overview .................................................. 8 7
Regulatory Overview ................................................ 9 7
History, Development and Corporate Structure ............................ 1 2 0
CONTENTS
– vii –


--- page 9 ---
Business .......................................................... 1 3 8
Relationship with Our Controlling Shareholders ........................... 2 0 6
Directors, Supervisors and Senior Management ............................ 2 0 9
Substantial Shareholders ............................................. 2 2 2
Share Capital ...................................................... 2 2 5
Financial Information ................................................ 2 2 8
Future Plans and Use of Proceeds ...................................... 2 6 3
Underwriting ...................................................... 2 6 8
Structure of the Global Offering ....................................... 2 7 8
How to Apply for Hong Kong Offer Shares ............................... 2 8 5
Appendix I — Accountants’ Report ............................... I - 1
Appendix II — Unaudited Pro Forma Financial Information ............. II-1
Appendix III — Taxation and Foreign Exchange ....................... III-1
Appendix IV — Summary of Principal Laws and Regulations ............. I V - 1
Appendix V — Summary of the Articles of Association ................. V - 1
Appendix VI — Statutory and General Information .................... VI-1
Appendix VII — Documents Delivered to the Registrar of Companies
in Hong Kong and on Display ...................... VII-1
CONTENTS
– viii –


--- page 10 ---
This summary aims to give you an overview of the information contained in this
prospectus. As this is a summary, it does not contain all the information that may be important
to you. You should read the whole 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” in this prospectus. You should
read that section carefully before you decide to invest in the Offer Shares.
OVERVIEW
Who We Are
We provide intelligent marketing services to enterprises by leveraging AI technologies
through our proprietary AI application products. During the Track Record Period, we delivered
intelligent advertising services and intelligent data management through our two flagship platforms,
AlphaDesk and AlphaData, respectively.
We were among the first companies in China to apply AI technologies to enterprise digital
transformation in marketing and sales. By integrating AI technologies with business scenarios, we
have developed a product foundation based on technology, data intelligence, and industry expertise.
In addition to our established flagship platforms, AlphaDesk and AlphaData, we have launched
Deep Agent in 2025, a series of enterprise AI agent products that leverage open-source large
language models (“ LLMs ”) to further enhance marketing automation and efficiency. The following
diagram illustrates our product matrix:
Precision
targeting,
High ROI
Intelligence
Budget
Optimization Automation
Unlock
maximum customer
data value
Improve
Retention
rate
Holistic
Personas
Data-
Driven
AI Agent
Deep Agent
Automated
Execution
Creative
Optimization
Break
Data
Silos
AlphaData
Intelligent Platform
for Enterprise CRM
AlphaDesk
Intelligent Platform
for Advertising
High
Conversion
Sales
Insights
Personalized
Recommendation
Both AlphaDesk and AlphaData were independently developed by us. Except for commonly
used development and programming tools, database products and algorithmic technologies, such as
Java, Python and JavaScript, we do not rely on any other third-party technologies. The embedded
AI models and system architecture are proprietary and do not rely on open-source AI models.
Our Business Model
During the Track Record Period, we generated our revenue from the provision of (i) intelligent
advertising services, and (ii) intelligent data management.
SUMMARY
–1–


--- page 11 ---
Intelligent Advertising Services
Our intelligent advertising services operates through AlphaDesk, a platform designed to
optimize advertising performance through real-time decision-making and automated execution.
Prior to the commencement of each campaign, advertisers set their specific campaign plans,
which typically include campaign duration, total budget, and performance objectives (e.g. target
audience, region, media platforms, duration, target click-through volume or cost per conversion).
Advertisers are also required to provide ad creatives, as well as third-party tracking links for
monitoring impressions and clicks.
Based on the campaign plans set by advertisers, AlphaDesk leverages machine learning
models to predict the likelihood that an end-user will click on or convert through a particular
advertisement. These models are trained using large volumes of historical advertising data,
including past impression records, end-user interaction behaviors, and campaign outcomes.
An advertising impression opportunity refers to a biddable chance provided by a media
platform to display an ad to a specific end-user. Each advertising impression opportunity is tied to
a particular end user and only becomes available when that user is actively browsing the media
platform. Upon such occurrence, the media platform transmits relevant data to AlphaDesk in real
time. AlphaDesk’s machine learning models then evaluate this opportunity by analyzing features,
such as the end user’s historical engagement patterns, the characteristics of the ad slot (e.g. format,
placement, and size), and historical campaign performance, to predict the likelihood of end user
engagement. Based on this prediction, AlphaDesk determines the optimal bid price to meet the
advertiser’s KPIs (e.g. target cost-per-click or return on ad spend), and automatically submits a bid.
Once the bid is won, AlphaDesk also selects the most suitable creative for display, all within
milliseconds.
AlphaDesk is provided as a cloud-based platform and does not require installation by
customers. Customers access AlphaDesk online pursuant to the terms of their service agreements
with us. Upon expiry or termination of such agreements, customers cannot continue to access or use
the AlphaDesk platform.
During the Track Record Period, we worked with a number of leading media platforms in
China, including but not limited to Douyin, Tencent, and Kuaishou. The majority of our contractual
arrangements with these platforms were entered into through designated resellers, which are
authorized partners of the relevant platforms. We also maintained direct cooperation with certain
platforms. AlphaDesk connects directly with media platforms for campaign execution and
coordination, regardless of whether the contractual arrangement is made through resellers or
directly with the platforms.
We charge fees based on the agreed KPIs and pricing terms for each campaign, rather than a
fixed subscription fee. We recognize revenue upon completion of each campaign. Under our
intelligent advertising services, we adopt two revenue models based on the scope of services
provided to customers. In most cases, we act as the principal and manage the full execution of
advertising campaigns. Under this model, we manage the entire campaign lifecycle, including
media resource procurement, campaign execution, and post-campaign performance analysis. We
also assume responsibility for achieving the customer’s performance KPIs. We charge customers a
pre-agreed advertising budget, and recognize the full amount as revenue. All related delivery costs,
including media resources acquisition costs, are borne by us.
In other cases, customers independently procure media resources from media platforms or
resellers and use our proprietary AlphaDesk platform to manage their campaign execution. For these
engagements, we charge a platform usage fee, which we recognize as revenue on a net basis.
Customers typically enter into a master service agreement with us, and fees are settled following
SUMMARY
–2–


--- page 12 ---
the completion of each campaign. Platform usage fees are either (i) calculated as a percentage of
the advertising spending executed through AlphaDesk, or (ii) charged at a fixed fee as specified in
the service agreement. The applicable pricing model is determined through commercial negotiation
with the customer.
Although AlphaDesk’s core capability lies in real-time bidding across media platforms,
certain customers may prefer to purchase media resources directly from specific platforms or
resellers. In such cases, while customers may have access to designated media resources, ads can
only be served in real time when advertising impression opportunities arise during end-user activity.
AlphaDesk remains integral to these campaigns by enabling real-time execution and optimization.
For example, AlphaDesk can control the number of times the same advertisement is shown to an
individual end-user across different media platforms, thereby minimizing ad fatigue and improving
campaign efficiency.
The key difference between the two models is the scope of our service responsibilities.
Under the full execution model, we deliver end-to-end campaign services, covering media resources
procurement and performance delivery, and take responsibility for KPIs. Under the campaign
management model, the customer keeps responsibility for media resources procurement and
performance outcomes. We only provide access to AlphaDesk to support campaign delivery and
optimization.
We primarily operate AlphaDesk to deliver intelligent advertising services to our customers.
In most cases, our team configures and manages campaign execution for customers through
AlphaDesk. In a limited number of situations, we also grant customers direct access to AlphaDesk
accounts to manage their own campaigns. Our team then offers backend support and optimization
services as needed.
The following diagram illustrates the entire service flows for our intelligent advertising
services:
Customers
End
Customers
engaging
Our
Company
granting
access
signing agreement
signing agreement
Advertising
Agencies
AlphaDesk
• Optimizers
operate the
platform
• AlphaDesk
bids on
behalf of the
customer
Full execution model
• All biddable media
platforms
Sending
performance
reports and
completing
services
sending orders
sending orders
Revenue
recognized upon
ad displayCampaign management
model
• Designated media
resources settled by
customers
Intelligent Data Management
The core product of our intelligent data management business is AlphaData, our intelligent
platform for CRM. AlphaData enables enterprises to establish a centralized customer data platform
built on their proprietary data, thereby breaking down data silos. On the basis of this consolidated
data, AlphaData applies AI algorithms to predict key stages of end-user engagement, such as
product preferences and repurchase cycles, and to automate customer relationship management.
For example, a well-known automobile brand used AlphaData to improve customer retention
and promote vehicle repurchases. AlphaData integrates customers’ historical data, including vehicle
profiles, ownership information, and after-sales service behavior. The proprietary repurchase
prediction model embedded in AlphaData scores each end-user’s likelihood and timing of
repurchase. High-scoring end-users were routed to the customer’s sales team for one-on-one
follow-up, while medium-scoring end-users entered a targeted nurturing program. According to
customer feedback, the average in-store visit rate of end-users in the highest scoring tier was
approximately 2.72 times that of end-users before using AlphaData.
SUMMARY
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--- page 13 ---
AlphaData’s prediction capabilities are supported by AI models trained on large volumes of
historical behavior data. AlphaData tracks key attributes such as user behavior, content engagement,
transactions, and demographics. It assigns predictive scores at different stages of the user lifecycle.
These scores help automate actions like audience segmentation, message personalization, and
timing of outreach to improve efficiency and conversion.
This business includes delivering software to customers and deploying it on the customer’s
designated cloud environment, along with implementation services to integrate AlphaData with
their internal systems. Such implementation services primarily include interfacing with the
customer’s existing systems (such as CRM systems), conducting customized development based on
customer requirements, and integrating and processing data in accordance with the customer’s data
governance framework and data formats. Our intelligent data management contracts with customers
usually cover multiple services, including software licensing, implementation, and ongoing support.
After software delivery and acceptance, customers obtain the right to use the software and enjoy
related services as agreed.
AlphaData is deployed on the customer’s designated cloud environment as part of our
implementation services, with the customer’s internal data serving as its data source. We offer two
types of licenses for AlphaData: perpetual licenses and subscription licenses. Access is controlled
through user accounts, with built-in expiration settings linked to the applicable license terms. For
customers who acquire a perpetual license through a one-off purchase, they are entitled to use the
purchased version of AlphaData on an ongoing basis. However, upgrades, maintenance services,
and newly released versions are available for an additional fee. For customers who acquire a
subscription license, the right to use AlphaData is granted only for the subscription period. Upon
expiration or termination of the subscription, customers must renew the subscription to continue
accessing AlphaData; otherwise, access will be automatically suspended and further use will not be
permitted.
During the Track Record Period, the terms of these contracts ranged from one month to five
years. We typically charge fees based on the agreed service schedule, with billing cycles generally
within one year. Upon contract expiry, customers may choose to renew or purchase additional
services based on their needs. We generate revenue through (i) standardized platform licensing fees
on a one-off or annual basis subject to our negotiation with customers, (ii) implementation and
deployment service fees, and (iii) fees for platform upgrades and ongoing maintenance. The
following diagram illustrates the entire service flows for our intelligent data management services:
Customers
Perpetual
license model
Subscription
model
signing
agreement
annual
subscription
Services ended
upon the
completion of
contractual
obligations
Services
ended upon
expiration of the
subscription
period
Our Company
AlphaData
granting
installation
• Implementation
• Customization
one-off
payment
Revenue
recognized
upon software
delivery and
customer
acceptance
Revenue
recognized
over the
service period
Development of Our AI Application Product
In February 2025, we launched Deep Agent, our enterprise AI agent system designed to
address various marketing and sales scenarios. The system comprises a series of agent products that
leverage agentic technologies and domain-specific know-how to perform tasks, such as AI-driven
analytics and consumer insights generation. Leveraging open-source LLMs and powered by
domain-specific machine learning models, it enables enterprises to automate operational processes
and enhance decision-making. Customers may subscribe to individual agents within the Deep Agent
system based on their business needs. Although Deep Agent had not generated material revenue up
to the Latest Practicable Date, we had secured 37 contracts for its provision as of the same date,
with an aggregate contract value of approximately RMB23.4 million.
SUMMARY
–4–


--- page 14 ---
Our Customer Base and Brand Recognition
Since inception, we have cultivated a customer base with a strategic focus on medium-to-large
enterprises with complex decision-making needs and advanced levels of digitalization. During the
Track Record Period, we served approximately 468 end customers across various industries,
including 69 Fortune Global 500 companies. Our end customers operate in sectors including
e-commerce, fast-moving consumer goods (“ FMCG ”), automotive, retail, beauty, and hospitality.
Our scenario-based, results-driven solutions have enabled us to maintain customer loyalty, as
reflected by high net dollar retention rates across our core products. During the Track Record
Period, AlphaDesk achieved a net dollar retention rate of over 85%, and AlphaData maintained a
rate of over 80%.
Our brand, “Deepzero,” has been widely recognized within the industry, supported by our
designation as the National-Level Specialized, Refined, Characteristic, and Innovative “Little
Giant” Enterprise and acknowledgments from global research firms for our performance in key AI
application categories.
OUR PRODUCT MATRIX
Under our philosophy of “AI-powered decision-making,” we remain actively engaged in
technological development, swiftly translating AI breakthroughs into commercially scalable
products and reinforcing our position as an early mover in this emerging field. We have built a
product matrix centered on AlphaDesk and AlphaData, with Deep Agent as our latest addition.
Together, these flagship products support large-scale, real-time AI applications across critical
business functions, empowering enterprises to capture greater value of data-centric decision-
making.
The following diagram illustrates our product matrix:
Data management layer
Campaign approach management
Bidding engine
Sales assistant
Personalized recommendation
Intelligent shopping guide
Campaign planner
Creative optimizer
Marketing insight
Advanced analytics and visualization
Creative asset management
Intelligent scheduling engine
Audience tagging and segmentation
Consumer engagement channels
Social Official
website
WeChat/mini
program App Offline SMS/MMSMedia E-commerce
platform
Enterprise
WeChat
Predictive Modeling
CTR/CVR prediction
Anti-fraud algorithm Consumption propensity
prediction Intention recognition Predictive scoring
Data standard
Data access
Data governance Data encryption and security
Scheduling and monitoring
Identifier association
AlphaDeskTM AlphaData
Customer profile
Event/audiencesegmentation management
360-degree profile
Model tag
CDP
AI AIAI
Touchpoint
management
A/B testing
Campaignorchestration engine
MA
Marketing indicator
analysis
Deep Agent
AI algorithm layer
Generative personalization
LLM-based reasoning
SUMMARY
–5–


--- page 15 ---
The following table sets forth the key information of our product matrix:
Aspect AlphaDesk AlphaData Deep Agent
Positioning /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Intelligent platform for
advertising
Intelligent platform for
customer relationship
management
AI agent system
spanning marketing
lifecycle
Primary Focus /H1118/H1118/H1118/H1118/H1118/H1118Public-domain traffic
acquisition and real-
time campaign
execution
Private-domain
customer relationship
management and
data-driven marketing
Decision-making and
autonomous task
execution across
public and private
domain scenarios
Core Capabilities /H1118/H1118/H1118/H1118– Cross-network target
audience intelligent
selection
– Placement
optimization
– Predictive modeling
and real-time data
feedback
– Data consolidation
and management
– Unified customer
profiling
– Full-lifecycle
automated customer
engagement
– Data analysis and
insight generation
– Content creation and
production
– Automated task
execution
Technological
Foundation /H1118/H1118/H1118/H1118/H1118/H1118
Proprietary ad delivery
algorithms and
predictive AI models
Proprietary machine
learning framework
and robust data
governance
architecture
– Hybrid architecture
combining large
language models
(1)
and domain-specific
machine learning
models
– Continuous learning
and model evolution
Application Scenarios /H1118– Main users:
advertisers and
advertising agencies
– Public traffic
acquisition
– Cross-platform high-
efficiency traffic
acquisition
– Main users: chief
marketing officers,
chief data officers,
and digital operations
teams of enterprises
– Intelligent CRM and
private-domain
operations
– Data-driven marketing
transformation
– Main users: covering
users of both
AlphaDesk and
AlphaData, as well as
sales and customer
service teams of mid-
range brand owners
– A series of enterprise
AI agent products
that can perform tasks
such as AI-driven
analytics and
consumer insights
generation
Note:
(1) We do not develop LLMs in-house. Instead, we leverage LLMs available in the PRC market to build a series
of agentic products.
SUMMARY
–6–


--- page 16 ---
Aspect AlphaDesk AlphaData Deep Agent
Key Benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118– Improves marketing
efficiency and ROI
– Enhances conversion
performance
– Drives precision
audience
segmentation
– Improves end-user
activation, retention,
and lifetime value
– Improves intelligence
of marketing and
sales
– Optimizes sales
efficiency and
conversion
– Enhances customer
acquisition in public
domain
– Facilitates full-cycle
customer operations
Strategic Role /H1118/H1118/H1118/H1118/H1118/H1118Intelligent execution in
external customer
acquisition
Intelligent decision-
making for internal
customer management
Agentic AI decision-
making system
OUR COMPETITIVE STRENGTHS
We believe the following competitive strengths can empower us to achieve sustainable
growth:
 a major player in China’s decision-making AI application market for marketing and
sales;
 a product matrix delivering solid technological performance and demonstrated business
impact;
 solid R&D capabilities supporting our AI development efforts;
 notable penetration into high-value industries and a loyal ecosystem of strategic
customers;
 international-facing capabilities built on established multinational experience; and
 capable management team with industry and technological knowledge to drive
sustainable growth.
OUR BUSINESS STRATEGIES
We intend to leverage our existing strengths and carry out the following strategies to capture
growing market opportunities, further solidify our market position and achieve our mission:
 continue to advance Deep Agent and extend AI applications in enterprise marketing and
sales;
 enhance our sales network and broaden our premium customer base;
 further strengthen our research and development capabilities;
 expand our global footprint and accelerate our go-global strategy for Chinese
enterprises; and
 selectively pursue strategic cooperation and acquisitions.
SUMMARY
–7–


--- page 17 ---
OUR OPERATING ACHIEVEMENTS
The following table sets forth selected performance indicators of our business:
Y ear ended/As of December 31,
2023 2024 2025
Number of end customers
(on a group basis) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118266 243 228
– Number of end customers of intelligent
advertising services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118239 205 188
– Number of end customers of intelligent data
management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840 43 49
Number of Chinese Mainland end customers (1) /H1118/H1118/H1118 150 137 124
Number of non-domestic end customers (1) /H1118/H1118/H1118/H1118/H1118/H1118120 108 112
Net dollar retention rate of end customers (%) /H1118/H1118/H1118 90.0 92.7 88.7
Average revenue per end customer (RMB’000) /H1118/H1118/H11182,297.7 2,213.5 2,528.8
Note:
(1) Customers are classified based on the place of registration of the customer’s contracting entity. A customer is
classified as a Chinese Mainland end customer if its contracting entity is registered in the Chinese Mainland,
and as a non-domestic end customer if its contracting entity is registered outside the Chinese Mainland.
The following table sets forth the movement of our KA end customers during the years
indicated:
Y ear ended December 31,
2023 2024 2025
Number of KA end customers (on a group basis) (1)
– Number of KA end customers in the prior year /H1118/H1118/H1118/H1118/H1118/H1118/H111822 19 21
– Newly added KA end customers during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118873
– Reduction in KA end customers during the year (2) /H1118/H1118/H1118/H1118/H11181 157
– Number of KA end customers in the given year /H1118/H1118/H1118/H1118/H1118/H1118/H111819 21 17
Retention rate of KA end customers (%) (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881.8 94.7 81.0
Notes:
(1) KA end customers refer to end customers who (i) contribute revenue over RMB10.0 million under our
intelligent advertising services; or (ii) contribute revenue over RMB2.0 million under our intelligent data
management business in the given year.
(2) Reduction in KA end customers refers to KA end customers who (i) no longer cooperated with us; and (ii) still
maintained cooperation with us but failed to meet our selection criteria of KA end customers.
(3) Retention rate of KA end customers is calculated by using the number of KA end customers who contributed
revenue in both the given year and the prior year as the numerator, and using the total number of KA customers
who contributed revenue in the prior year as the denominator, expressed as a percentage.
The following table sets forth selected performance indicators of our intelligent data
management business.
Y ear ended December 31,
2023 2024 2025
Number of projects /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/H111889 115 175
Average project value (RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,011.2 897.3 760.5
SUMMARY
–8–


--- page 18 ---
See “Business — Our Operating Achievements” for detailed descriptions of the methodology
used in calculating the above performance indicators.
OUR CUSTOMERS AND SUPPLIERS
Our Customers
Our customer base primarily includes large- and medium-sized enterprises. For intelligent
advertising services, our customers consist of advertisers and advertising agencies. Our end
customers for intelligent advertising services include both (i) advertisers who enter into agreement
directly with us and (ii) advertisers that engage our services through advertising agencies. In respect
of intelligent data management, our customers primarily include large- and medium-sized
enterprises with digital transformation needs. During the Track Record Period, the majority of our
customers were located in the PRC. We also served overseas customers outside the PRC. In 2023,
2024 and 2025, we generated revenue from our five largest customers in each year during the Track
Record Period of RMB307.1 million, RMB293.8 million and RMB343.5 million, respectively,
accounting for 50.2%, 54.6% and 59.6% of our total revenue for the corresponding years. Revenue
from our largest customers in each year during the Track Record Period accounted for RMB85.7
million, RMB95.7 million and RMB98.7 million in 2023, 2024 and 2025, respectively, representing
14.0%, 17.8% and 17.1% of our total revenue for the corresponding years. See “Business — Our
Customers — Our Five Largest Customers” for more details.
All of our five largest customers in each year during the Track Record Period were
Independent Third Parties. As of the Latest Practicable Date, none of our Directors, their associates
or any of our Shareholders, who or which to the knowledge of the Directors, owned more than 5%
of our issued share capital, had any interest in any of our five largest customers in each year during
the Track Record Period.
During the Track Record Period, we generated revenue from a customer listed on the Entity
List (the “ targeted customer ”), which accounted for 0.3%, 0.2% and 0.2% of our total revenue in
2023, 2024 and 2025, respectively. As advised by our International Sanctions Legal Advisors,
during the Track Record Period and up to the Latest Practicable Date, our transaction with the
targeted customer had not violated any U.S. export-control restrictions or other U.S. sanctions
measures, and our exposure to U.S. export-control and related sanctions risks is remote.
Accordingly, we have not ceased providing services to the targeted customer.
To manage compliance risks, we have implemented internal control measures to assess and
monitor transactions with sanctioned entities. See “Business — Risk Management and Internal
Control — Internal Control Risk Management” for more details.
Our Suppliers
Our suppliers primarily included (i) media resellers or media platforms from which we
acquired media resources; (ii) technical service providers, and (iii) network and IT infrastructure
service providers. Our purchases from the five largest suppliers in each year during the Track
Record Period accounted for 28.9%, 30.9% and 23.4% of our total purchases in 2023, 2024 and
2025, respectively. Our purchases from the largest supplier in each year during the Track Record
Period accounted for 8.6%, 11.3% and 7.3% of our total purchases in 2023, 2024 and 2025,
respectively. See “Business — Our Suppliers — Supplier Management and Top Suppliers” for more
details.
All of our five largest suppliers in each year during the Track Record Period were Independent
Third Parties. As of the Latest Practicable Date, none of our Directors, their associates or any of
our Shareholders, who or which to the knowledge of our Directors, owned more than 5% of our
issued share capital, had any interest in any of our five largest suppliers in each year during the
Track Record Period.
SUMMARY
–9–


--- page 19 ---
Overlapping Customers and Suppliers
Due to the nature of our business, we sourced certain services from suppliers who were also
our major customers procuring our services and products during the Track Record Period, which is
an industry norm in decision-making AI application market, as advised by Frost & Sullivan. Our
Directors confirmed that the transactions with these overlapping customers and suppliers were
conducted in the ordinary course of business under normal commercial terms and on an arm’s length
basis. See “Business — Overlapping Customers and Suppliers” for more details.
Customer Concentration
We derived a substantial portion of our revenue from our five largest customers in each year
during the Track Record Period, the majority of which were advertising agencies with whom we
collaborated in the provision of intelligent advertising services. This concentration reflects the
structural characteristics of the digital advertising industry. According to Frost & Sullivan, it is an
industry norm that leading advertising agencies typically manage a significant share of end
customers’ advertising expenditures and are responsible for formulating and executing their digital
advertisement placement approaches.
We served approximately 468 end customers through these agencies across a wide range of
industries during the Track Record Period. The aggregate number of end customers served through
our five largest customers in each year of the Track Record Period was 55, 44 and 36 in 2023, 2024
and 2025, respectively. Our actual service coverage and revenue sources were broadly diversified,
reducing our reliance on any single end customer. According to Frost & Sullivan, such a customer
structure is consistent with industry norms.
Despite the revenue concentration on these agencies, we consider our customer relationships
to be stable and resilient, supported by our long-standing partnerships with major advertising
agencies, direct engagement with end customers, established reputation for service quality, and
continuous product development that enhances customer stickiness.
In view of the foregoing, the Directors are of the view that our customer concentration is a
natural consequence of industry practice and does not indicate undue reliance or heightened risk.
See “Risk Factors — Reliance on major customers may materially and adversely affect our
business, financial condition, and results of operations” and “Business — Our Customers —
Customer Concentration.” Having considered the views of our Directors above and based on the due
diligence work performed by the Sole Sponsor, nothing has come to the attention of the Sole
Sponsor that would reasonably cause it to cast doubt on our Directors’ views above in any material
respect.
PRICING
Our pricing strategy is to price our products and services competitively to attract new
customers, retain existing customers, and ensure profitability. Our pricing varies across different
different business lines, typically determined by factors such as the type and content of products and
services, the spending power and preference of its respective targeting customers, our operational
costs, and industry peers’ pricing. For intelligent advertising services, we charge fees based on the
agreed KPIs and pricing terms for each campaign. Such fees are generally calculated based on the
actual volume of ad delivery multiplied by a pre-agreed unit price. In terms of intelligent data
management, we apply a diversified pricing model, including standardized platform licensing fees,
localized implementation and deployment fees, and platform upgrades and maintenance fees. See
“Business — Pricing” for more details.
SUMMARY
–1 0–


--- page 20 ---
RISK FACTORS
Our business faces risks including those set out in the section headed “Risk Factors.”
As different investors may have different interpretations and criteria when determining the
significance of a risk, you should read the “Risk Factors” section in its entirety before you decide
to invest in the Offer Shares. Some of the major risks that we face include:
 The market in which we operate is highly competitive and rapidly evolving.
If we fail to compete effectively against existing or new competitors, our business,
financial condition and results of operations may be materially and adversely affected.
 Failure to keep pace with technological advancements and product innovations could
adversely affect our competitiveness, business, and financial performance.
 Any notable fluctuations in the business performance or adjustment of marketing
strategies by our customers may materially and adversely affect our business, financial
condition, and results of operations.
 Failure to retain, expand, or attract customers could materially and adversely affect our
business, financial condition, and growth prospects.
 Reliance on major customers may materially and adversely affect our business, financial
condition, and results of operations.
OUR CONTROLLING SHAREHOLDERS
As of the Latest Practicable Date, our Company was directly held as to approximately 20.96%
and 14.77% by Ms. Huang and Mr. Xie, respectively. Pursuant to an acting-in-concert agreement
entered into between Ms. Huang and Mr. Xie on July 13, 2016, they agreed to, for so long as they
are Shareholders of our Company, communicate thoroughly to reach a consensus as to how to
exercise their voting rights in our Company and act in concert by aligning their votes at the relevant
Shareholders’ meetings. In the event that they could not reach a consensus as to how to exercise
their voting rights, Mr. Xie agreed to follow the directions of Ms. Huang. See “History,
Development and Corporate Structure — Acting-in-Concert Agreement” for more details.
Immediately upon completion of the Global Offering, Ms. Huang and Mr. Xie will together be
entitled to exercise the voting rights attaching to approximately 32.15% of the enlarged total issued
share capital of our Company. Therefore, Ms. Huang and Mr. Xie will be considered as a group of
Controlling Shareholders after the Listing for the purpose of the Listing Rules. See “Relationship
with Our Controlling Shareholders” for further details.
PRE-IPO INVESTMENTS
To support the development and operation of our business and general working capital of our
Group, we have received multiple rounds of Pre-IPO Investments since our establishment. See
“History, Development and Corporate Structure — Pre-IPO Investments” for details of our Pre-IPO
Investments and the identity and background of our Pre-IPO Investors.
SELECTED HISTORICAL FINANCIAL INFORMATION
The following tables set forth selected items from our consolidated financial information for
the Track Record Period, extracted from the Accountants’ Report set out in Appendix I to this
prospectus.
SUMMARY
–1 1–


--- page 21 ---
Selected Items from Consolidated Statements of Profit or Loss and Other Comprehensive
Income
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Revenue /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/H1118611,190 537,870 576,563
Cost of sales /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(420,731) (391,288) (429,362)
Gross profit /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/H1118190,459 146,582 147,201
Profit from operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,487 20,812 7,535
Profit before taxation /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/H111864,215 20,465 7,217
Income tax (expense)/credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,557) 1,055 1,960
Profit for the year /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/H111860,658 21,520 9,177
Total comprehensive income for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,099 17,667 7,611
Profit for the year attributable to:
Equity shareholders of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,658 21,967 9,095
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– (447) 82
60,658 21,520 9,177
Total comprehensive income for the year attributable to:
Equity shareholders of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,099 18,114 7,529
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– (447) 82
53,099 17,667 7,611
Non-IFRS Measure
To supplement our financial information, which is presented in accordance with IFRS
Accounting Standards, we also provide adjusted net profit (non-IFRS measure) and adjusted net
profit margin (non-IFRS measure) as additional financial measures, which is not presented in
accordance with IFRS Accounting Standards (“ non-IFRS measure ”). We believe that this
non-IFRS measure (i) facilitates comparisons of operating performance from year to year by
eliminating potential impacts of certain items that our management does not consider to be
indicative of our operating performance; and (ii) provides useful information to investors in
understanding and evaluating our results of operations in the same manner it helped our
management. However, our presentation of adjusted net profit (non-IFRS measure) and adjusted net
profit margin (non-IFRS measure) may not be comparable to similarly titled measures presented by
other companies. The application of the non-IFRS measure has limitations as an analytical tool, and
you should not consider it in isolation from, or as substitute for analysis of, our results of operations
or financial condition as reported under IFRS Accounting Standards.
We define adjusted net profit (non-IFRS measure) as profit for the year adjusted by adding
back listing expenses in relation to our prior PRC listing plan and the Global Offering.
SUMMARY
–1 2–


--- page 22 ---
The following table reconciles our adjusted net profit (non-IFRS measure) and adjusted net
profit margin (non-IFRS measure) for the years indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Reconciliation of net profit to adjusted
net profit (non-IFRS measure)
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,658 21,520 9,177
Add:
Listing expenses in relation to the prior
PRC listing plan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,156 – –
Listing expenses in relation to the Global
Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 15,690
Adjusted net profit (non-IFRS
measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,814 21,520 24,867
Adjusted net profit margin (non-IFRS
measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811.6% 4.0% 4.3%
Revenue
We recorded revenue of RMB611.2 million, RMB537.9 million and RMB576.6 million in
2023, 2024 and 2025, respectively. Over this period, our revenue streams originated from two main
sources: (i) the provision of intelligent advertising services, and (ii) the provision of intelligent data
management. Among which, the majority of our revenue was attributable to the PRC market and
was primarily generated from our intelligent advertising services. Our revenue decreased by 12.0%
from 2023 to 2024, primarily due to the decrease in revenue from domestic customers in the FMCG
and traditional automotive sectors, driven by macro headwinds in consumption-related sectors. In
particular, slower growth in the consumer price index and retail sales, coupled with weaker
consumer confidence, led to a subdued consumption environment in China, according to Frost &
Sullivan. As a result, facing increased business pressures, domestic customers in the FMCG sector,
particularly certain key accounts, tightened their marketing budgets, leading to reduced
procurement of our solutions in 2024. Such decrease was also attributable to the decrease in revenue
from non-domestic customers, mainly due to adjustments in their marketing schedules. See
“Financial Information — Y ear to Y ear Comparison of Results of Operations — Y ear Ended
December 31, 2024 Compared to Y ear Ended December 31, 2023 — Revenue” for more details.
Although we experienced a temporary revenue decline in 2024 as discussed above, we recorded a
rebound in 2025, with a year-on-year increase of 7.2%, primarily driven by the growth in revenue
from the provision of intelligent advertising services. The increase was mainly attributable to higher
advertising budgets from certain customers in the internet services sector and the release of
advertising budgets that non-domestic customers had postponed in 2024. Internet service companies
typically rely on digital advertising to support user acquisition and engagement, and certain
customers increased the portion of their advertising budgets executed through our platforms.
The following table sets forth a breakdown of our revenue by business line for the years
indicated.
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Intelligent advertising services
– Revenue recognized on a gross basis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118486,580 79.6 454,787 84.6 503,973 87.4
– Revenue recognized on a net basis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,357 0.9 4,996 0.9 2,888 0.5
SUMMARY
–1 3–


--- page 23 ---
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Sub-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/H1118491,937 80.5 459,784 85.5 506,861 87.9
Intelligent data management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118119,253 19.5 78,086 14.5 69,702 12.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118611,190 100.0 537,870 100.0 576,563 100.0
During the Track Record Period, we served end customers across a broad range of industries.
The following table sets out the breakdown of our revenue by the industries of end customers for
the years indicated.
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
FMCG, retail and beauty /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118227,421 37.2 197,573 36.7 151,507 26.3
Internet service /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118141,114 23.1 164,453 30.6 217,777 37.8
Automotive /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/H111893,995 15.4 50,828 9.4 39,165 6.8
Energy /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/H111890,700 14.8 71,354 13.3 106,221 18.4
Tourism /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/H111821,186 3.5 29,043 5.4 28,484 4.9
Others (1) /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/H111836,774 6.0 24,619 4.6 33,409 5.8
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118611,190 100.0 537,870 100.0 576,563 100.0
Note:
(1) Others primarily include education and telecommunication sectors.
Cost of Sales
The following table sets forth a breakdown of our cost of sales by business line for the years
indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Intelligent advertising services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118341,162 81.1 333,941 85.3 380,815 88.7
Intelligent data management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879,569 18.9 57,347 14.7 48,547 11.3
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/H1118420,731 100.0 391,288 100.0 429,362 100.0
Cost of intelligent advertising services consistently accounted for the majority of our total cost
of sales during the Track Record Period. In 2024, the cost of sales did not decrease proportionately
with revenue, which was primarily due to (i) a slower decrease in media resources acquisition costs,
which was mainly driven by changes in customer demand resulting from a shift in customer mix;
and (ii) a slower decrease in staff costs, as we retained key technical and implementation personnel
to support ongoing and future projects, especially for our intelligent data management business,
where revenue declined but certain implementation and operational maintenance costs remained
relatively stable.
SUMMARY
–1 4–


--- page 24 ---
Gross Profit and Gross Profit Margin
The following table sets forth a breakdown of our gross profit and gross profit margin by
business line for the years indicated:
Y ear ended December 31,
2023 2024 2025
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
RMB’000 % RMB’000 % RMB’000 %
Intelligent advertising services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150,775 30.7 125,843 27.4 126,046 24.9
Intelligent data management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,684 33.3 20,739 26.6 21,155 30.4
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/H1118190,459 31.2 146,582 27.3 147,201 25.5
During the Track Record Period, our gross profit fluctuated and our gross profit margin
declined, primarily due to changes in revenue mix and the difference in the gross profit margins
across our business lines. Our gross profit decreased by 23.0% from RMB190.5 million in 2023 to
RMB146.6 million in 2024, with gross profit margin declining from 31.2% to 27.3%. The decrease
was primarily attributable to the contraction in revenue, while our cost of sales did not decline at
the same pace, resulting in a disproportionate impact on gross profit. See “Financial Information —
Y ear to Y ear Comparison of Results of Operations — Y ear Ended December 31, 2024 Compared to
Y ear Ended December 31, 2023 — Gross Profit and Gross Profit Margin” for more details. Our
gross profit increased from RMB146.6 million in 2024 to RMB147.2 million in 2025, while our
gross profit margin decreased slightly over the same years.
The following table sets forth the breakdown of gross profit and gross profit margin by the
geographical location of our customers for the years indicated:
Y ear ended December 31,
2023 2024 2025
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
RMB’000 % RMB’000 % RMB’000 %
Chinese Mainland customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140,896 28.4 115,368 24.9 89,821 19.5
Non-domestic customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,563 43.4 31,214 42.0 57,380 49.2
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/H1118190,459 31.2 146,582 27.3 147,201 25.5
The customers from Chinese Mainland was the primary contributor to our gross profit during
the Track Record Period, broadly in line with its share of total revenue. However, our gross profit
margin of non-domestic customers was generally higher than that of Chinese Mainland customers,
primarily because non-domestic customers demonstrated greater pricing acceptance, as their pricing
expectations were benchmarked against those adopted by overseas service providers. Our gross
profit margin of Chinese Mainland customers decreased in 2025 as compared with 2024, primarily
due to a higher revenue contribution from internet service sector customers, who typically have
stringent KPI assessment requirements and thus incur higher media resources acquisition costs,
putting pressure on margins.
SUMMARY
–1 5–


--- page 25 ---
Net Profit
During the Track Record Period, our net profit was RMB60.7 million, RMB21.5 million and
RMB9.2 million in 2023, 2024 and 2025, respectively. The decrease in net profit in 2024 as
compared to 2023 was primarily driven by lower revenue, which weakened the economies of scale
of our operations. While our business scale declined, our cost and expense base remained relatively
stable, resulting in lower operating leverage. This reduced operating leverage contributed to the
decline in our net profit margin.
Revenue declined in 2024 mainly due to weaker demand from key verticals, particularly
FMCG and traditional automotive sectors. According to Frost & Sullivan, these were cyclical
slowdowns driven by macroeconomic pressure and weaker consumer sentiment. While recovery
timelines remain uncertain, consumption showed signs of rebound, with a 4.5% year-over-year
increase of total retail sales of consumer goods in the first three quarters of 2025.
In addition, revenue from non-domestic customers also declined in 2024.
This affected our profitability, as such customers have historically contributed higher gross margins.
The drop was mainly due to temporary internal marketing adjustments, not loss of relationships or
service redundancy. However, their reduced spending lowered our revenue base and diluted overall
gross margin. These non-domestic customers resumed their procurement from us in 2025.
For details, see “Financial Information — Y ear to Y ear Comparison of Results of Operations — Y ear
Ended December 31, 2024 Compared to Y ear Ended December 31, 2023.”
Our net profit further decreased from RMB21.5 million in 2024 to RMB9.2 million in 2025,
primarily due to the recognition of one-off listing expenses of RMB15.7 million incurred in
connection with the Global Offering in 2025.
Selected Items from Consolidated Statements of Financial Position
The following table sets forth selected items from our consolidated statements of financial
position as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118212,016 94,600 19,158
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118403,405 445,578 545,096
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118615,421 540,178 564,254
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,106 524
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118144,875 130,393 151,440
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118144,875 135,499 151,964
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118258,530 315,185 393,656
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118470,546 404,679 412,290
Net Current Assets
We had net current assets as of December 31, 2023, 2024 and 2025, respectively, with a
consistent increase across these dates. Our net current assets increased from RMB315.2 million as
of December 31, 2024 to RMB393.7 million as of December 31, 2025, primarily due to (i) an
increase in cash and cash equivalents; and (ii) an increase in financial assets measured at fair value
through profit or loss, which were partially offset by (i) a decrease in time deposits; and (ii) an
increase in trade payables.
Our net current assets increased from RMB258.5 million as of December 31, 2023 to
RMB315.2 million as of the same date in 2024, primarily due to (i) an increase in time deposits;
and (ii) a decrease in other payables and accruals, which were partially offset by (i) a decrease in
trade receivables; and (ii) a decrease in cash and cash equivalents.
SUMMARY
–1 6–


--- page 26 ---
Net Assets
Our net assets fluctuated during the Track Record Period, primarily attributable to our
operating results. Our net assets decreased from RMB470.5 million as of December 31, 2023 to
RMB404.7 million as of December 31, 2024, primarily due to (i) dividend paid of RMB40.0
million, and (ii) repurchase and cancellation of shares of RMB44.0 million, which were partially
offset by the profit generated during the year. Our net assets subsequently increased to RMB412.3
million as of December 31, 2025, primarily attributable to the profit generated from our business
operations during the year.
Selected Items from Consolidated Statements of Cash Flows
The following table sets forth selected items from our consolidated statements of cash flows
for the years indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Net cash generated from operating activities /H1118 52,060 42,052 31,864
Net cash (used in)/generated 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(74,550) 31,050 61,331
Net cash used in financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,694) (86,855) (9,741)
Net (decrease)/increase in 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(29,184) (13,753) 83,454
Cash and cash equivalents at the beginning
of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113,084 85,105 72,070
Effect of foreign exchange rate changes /H1118/H1118/H1118/H11181,205 718 (639)
Cash and cash equivalents at the end of
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885,105 72,070 154,885
Our net cash generated from operating activities decreased from RMB52.1 million in 2023 to
RMB42.1 million in 2024. The decline was primarily attributable to (i) the decrease in operating
profit in 2024; (ii) higher cash outflows relating to staff-related costs and expenses, which may
differ from the staff costs recognized in the consolidated statement of profit or loss due to timing
differences; and (iii) the decrease in accounts receivable turnover, which led to a rise in the funds
occupied by working capital, resulting in a continuous narrowing of net cash inflows. Our net cash
generated from operating activities further decreased to RMB31.9 million in 2025, primarily due to
the continued decline in profit before taxation, which reduced cash generated from operations, as
well as the ongoing impact of working capital movements. Despite the year-on-year decrease, we
maintained positive operating cash flow in 2023, 2024 and 2025, demonstrating our ability to
sustain cash generation from core operations. See “Financial Information — Liquidity and Capital
Resources — Cash Flows — Net Cash Generated from Operating Activities” for more details.
Key Financial Ratios
The following table sets forth our key financial ratios as of the dates or for the years indicated:
As of/Y ear ended December 31,
2023 2024 2025
Gross profit margin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831.2% 27.3% 25.5%
Net profit margin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189.9% 4.0% 1.6%
SUMMARY
–1 7–


--- page 27 ---
As of/Y ear ended December 31,
2023 2024 2025
Adjusted net profit margin (non-IFRS
measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811.6% 4.0% 4.3%
Current ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.8x 3.4x 3.6x
Debt-to-asset ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823.5% 25.1% 26.9%
See “Financial Information — Key Financial Ratios” for descriptions of the calculation of the
above ratios.
COMPETITION
According to Frost & Sullivan, China’s decision-making AI application market for marketing
and sales is competitive, rapidly evolving, and remains fragmented, with a large number of market
participants competing across different segments and for varying market shares. Our current and
potential competitors include intelligent advertising placement service providers, enterprise data
management service providers, and new entrants seeking to enter this fast-growing market. This
market presents notable barriers to entry, including the need for continuous adoption of emerging
technologies such as AI agents, deep industry knowledge to align with sector-specific needs, strong
product capabilities built through years of R&D and data accumulation, and an established customer
base that enables ongoing algorithm optimization and commercial scalability.
Key players in China’s decision-making AI application market for marketing and sales face
challenges in capturing market opportunities due to fast-evolving technologies, fragmented
customer demands, and intensifying competition. The ability to rapidly commercialize AI
innovations, tailor solutions to industry-specific needs, and scale across diverse customer scenarios
is critical. Key competitive factors in this landscape include technological innovation and R&D
capabilities, deep industry expertise, strong brand recognition, and superior customer base. In
response, we adopt a product-driven and customer-centric strategy, underpinned by continuous
R&D investment, proprietary algorithm development, and integration of AI technologies with
real-world business workflows. We distinguish ourselves through technological advancement,
product and service quality, synergies across our product portfolio, and industry knowledge.
According to Frost & Sullivan, we ranked first in China’s decision-making AI application market
for marketing and sales in 2024, capturing a market share of 2.6% by revenue.
COMPLIANCE AND LEGAL PROCEEDINGS
Compliance
During the Track Record Period and up to the Latest Practicable Date, we were not imposed
any material administrative penalties by PRC government authorities, nor were we involved in any
non-compliance incidents that are systemic or have a material adverse effect on our business,
financial condition or results of operations.
Other Non-Compliance Incidents
During the Track Record Period and up to the Latest Practicable Date, we had not completed
the registration of two of our lease agreements with the local housing administration authorities as
required under applicable PRC laws and regulations. In addition, we had not fully complied with
all relevant PRC requirements in respect of social insurance and housing provident fund
contributions. For details, see “Business — Compliance and Legal Proceedings — Compliance —
Other Non-Compliance Incidents.”
SUMMARY
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Legal Proceedings
We may, from time to time, be subject to legal proceedings, disputes and claims that arise in
the ordinary course of business. As of the Latest Practicable Date, we were not a party to any
ongoing material litigation, arbitration or administrative proceedings, and we were not aware of any
claims or proceedings contemplated by government authorities or third parties which would
materially and adversely affect our business. Our Directors are not involved in any actual or
threatened material claims or litigation.
RECENT DEVELOPMENTS AND NO MATERIAL ADVERSE CHANGE
Recent Development
Subsequent to December 31, 2025 and up to the Latest Practicable Date, our business
continued to grow steadily. During this period, we had secured 298 new contracts and maintained
a project backlog of 230. We also acquired 44 new end customers.
In January 2026, we launched Deep Agent 3.0, the latest generation of our enterprise-grade AI
agent system. This latest version includes over 20 various AI agents designed to support enterprise
functions across product research and development, sales, and marketing.
No Material Adverse Change
Our Directors confirm that, up to the date of this prospectus, there has been no material
changes to our business model and the general economic and regulatory environment in which we
operate, there has been no material adverse change in our financial or trading position or prospects
since December 31, 2025, being the date of which the latest audited consolidated financial
statements of our Group were prepared, as set out in the Accountants’ Report in Appendix I to this
prospectus.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the granting of the Listing of, and permission to
deal in, the H Shares to be issued pursuant to the Global Offering and the Conversion of Unlisted
Shares into H Shares. We satisfy the market capitalization/revenue/cash flow test under Rule
8.05(2) of the Listing Rules with reference to, among other things, (i) our revenue of RMB576.6
million for the year ended December 31, 2025, which is over HK$500 million; (ii) our expected
market capitalization at the time of the Listing, which, based on the low end of the indicative Offer
Price range, exceeds HK$2 billion; and (iii) our aggregate cash flow from operating activities
during the three years ended December 31, 2025, exceeds HK$100 million.
OFFERING STATISTICS
The number in the following table are based on the assumption that the Global Offering has
been completed and 9,068,000 H Shares are issued pursuant to the Global Offering:
Based on an Offer Price
of HK$43.5 per H Share
Based on an Offer Price
of HK$55.5 per H Share
Market capitalization of our Shares (1) /H1118/H1118/H1118/H1118/H1118/H1118HK$3,945 million HK$5,033 million
Unaudited pro forma adjusted net tangible
assets per Share (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$9.26 HK$10.41
SUMMARY
–1 9–


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Notes:
(1) The calculation of market capitalization is based on 90,679,175 H Shares expected to be in issue immediately
after completion of the Global Offering.
(2) The unaudited pro forma adjusted consolidated net tangible assets per Share are calculated based on
90,679,175 Shares in issue immediately following the completion of the Global Offering. For illustrative
purpose, the unaudited pro forma adjusted consolidated net tangible assets per Share are converted into Hong
Kong dollars at an exchange rate of RMB1.00 to HK$1.1432. No adjustment has been made to reflect any
trading result or other transactions of our Group entered into subsequent to December 31, 2025, including but
not limited to the dividends of approximately RMB30.2 million declared in April 2026. Had such dividends
been declared on December 31, 2025, the pro forma adjusted net tangible assets would have decreased by
approximately by RMB30.2 million and the pro forma adjusted net tangible assets per H Share would have
decreased by approximately RMB0.33 (equivalent to HK$0.38).
LISTING EXPENSES
Our listing expenses primarily include underwriting commissions, professional fees paid to
legal advisers, the Reporting Accountants and other professional parties for their services rendered
in relation to the Listing and the Global Offering. Based on the mid-point of our indicative price
range for the Global Offering, the estimated total listing expenses for the Global Offering are
approximately RMB40.1 million (equivalent to HK$45.8 million) (comprising HK$17.1 million
underwriting-related expenses, HK$18.8 million fees and expenses of legal advisors and Reporting
Accountants, and HK$9.9 million other fees and expenses), representing 10.2% of the gross
proceeds of the Global Offering.
In 2025, we incurred listing expenses of RMB17.2 million (equivalent to HK$19.6 million),
of which RMB15.7 million (equivalent to HK$17.9 million) were charged to the consolidated
statements of profit or loss and other comprehensive income as administrative expenses and
RMB1.5 million (equivalent to HK$1.7 million) will be deducted from equity upon the Listing. We
expect that approximately RMB7.2 million (equivalent to HK$8.2 million) out of our listing
expenses to be recognized as administrative expenses in the consolidated statements of profit or loss
and other comprehensive income and approximately RMB15.7 million (equivalent to HK$18.0
million) out of our listing expenses to be recognized as a deduction in equity directly upon the
Listing.
DIVIDENDS
We are incorporated under the laws of the PRC. Any dividend we pay will be at the discretion
of our Directors and will depend on our future operations and earnings, capital requirements and
surplus, general financial condition, contractual restriction and other factors which our Directors
consider relevant. Our shareholders in a general meeting may approve any declaration of dividends,
which must not exceed the amount recommended by our Board. We do not currently have a formal
dividend policy and any fixed dividend pay-out ratio.
Under the applicable PRC laws and regulations, a PRC incorporated company 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 contribute to certain statutory reserve funds until the aggregate amount contributed
to such funds reaches 50% of its registered capital. The company may pay dividends out of after-tax
profits after making up for accumulated losses and contributing to statutory reserve funds as
mentioned above.
During the Track Record Period, pursuant to the resolution of the Shareholders’ meeting of our
Company held on August 29, 2024, dividends of RMB40.0 million were approved to be paid to our
then shareholders. Such dividends were paid in cash in September 2024. In addition, our Company
declared a special dividend of approximately RMB30.2 million to its existing Shareholders, which
was approved at the Shareholders’ meeting on April 8, 2026 (the “ Special Dividend ”). The Special
Dividend was paid out of our own cash resources on April 10, 2026.
SUMMARY
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USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of HK$403.1 million
(after deducting the underwriting fees and other estimated expenses payable by us in connection
with the Global Offering), assuming an Offer Price being the mid-point of the Offer Price range
stated in this prospectus.
In line with our business strategies, we intend to use the net proceeds of the Global Offering
for the following purposes:
Percentage of
Net Proceeds
Approximately
HK$ in millions Future Plans
50.0% 201.6 For continuous R&D on our AI application products
for marketing and sales
20.0% 80.6 For expanding our sales network to further broaden
customer base
20.0% 80.6 To selectively pursue strategic acquisitions to enhance
our AI application products for marketing and sales
10.0% 40.3 For working capital and other general corporate
purposes
Please see “Future Plans and Use of Proceeds” for more details.
SUMMARY
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In this prospectus, unless the context otherwise requires, the following terms shall have
the meanings set out below. Certain technical terms are explained in “Glossary of Technical
Terms.”
“Accountants’ Report” the accountants’ report of our Company for the Track
Record Period, the text of which is set out in Appendix I to
this prospectus
“AED” United Arab Emirates dirham, the lawful currency of United
Arab Emirates
“AFRC” the Accounting and Financial Reporting Council of Hong
Kong
“Articles of Association” the articles of association of our Company conditionally
adopted by our Shareholders on May 6, 2025 with effect
from the Listing Date, as amended from time to time, a
summary of which is set out in Appendix V to this
prospectus
“associate(s)” has the meaning ascribed thereto under the Listing Rules
“Audit Committee” the audit committee of the Board
“Beijing BGWG” Beijing BGWG V enture Capital Center (Limited
Partnership) ( ̏ԯ̹̏ᄿ˖༟ဂശ௴ุҳ༟ʕː (Υ
ྫ)), a limited partnership established in the PRC on
October 14, 2015 and one of our Pre-IPO Investors
“Beijing Heyin” Beijing Heyin Investment Center (Limited Partnership) ( ̏
ҳ༟ʕː(Υྫ)), a limited partnership
established in the PRC on September 29, 2014 and one of
our Pre-IPO Investors
“Board” or “Board of Directors” our board of Directors
“Board of Supervisors” our board of Supervisors
“business day” a day on which banks in Hong Kong are generally open for
normal banking business to the public and which is not a
Saturday, Sunday or public holiday in Hong Kong
“Capital Market Intermediary(ies)”
or “CMI(s)”
the capital market intermediary(ies) participating in the
Global Offering and has the meaning ascribed thereto under
the Listing Rules
“CCASS” the Central Clearing and Settlement System established and
operated by HKSCC
DEFINITIONS
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“China” or “PRC” the People’s Republic of China, but for the purpose of this
prospectus and for geographical reference only and except
where the context requires otherwise, references in this
prospectus to “China” and the “PRC” do not apply to Hong
Kong, the Macau Special Administrative Region of the PRC
and Taiwan
“China Mobile Fund” China Mobile Innovative Business Fund (Shenzhen)
Partnership (Limited Partnership) (ږ
(ଉέ)ΥྫΆุ(Υྫ)), a limited partnership
established in the PRC on May 19, 2015 and one of our
Pre-IPO Investors
“Chiyou Wanghui” Tianjin Chiyou Wanghui Asset Management Partnership
(Limited Partnership) (ሾ༟ପ၍ଣΥྫΆุ(Ϟ
Υྫ)), a limited partnership established in the PRC on
November 6, 2015 and a previous shareholding platform
owned by Ms. Huang and Mr. Xie
“close associate(s)” has the meaning ascribed to it under the Listing Rules
“Companies (Winding Up
and Miscellaneous
Provisions) Ordinance”
the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Chapter 32 of the Laws of Hong Kong), as
amended or supplemented or otherwise modified from time
to time
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong
Kong), as amended, supplemented or otherwise modified
from time to time
“Company,” “our Company”
or “the Company”
Beijing DeepZero Technology Co., Ltd. (Ҧ
ʮ̡), formerly known as Beijing Pinyou
Interactive Information Technology Co., Ltd. (ʾʝ
΅ʮ̡), Beijing Pinyou Interactive
Information Technology Co., Ltd. (Ҧஔ
ʮ̡) and Beijing Pinyou Interactive Advertising Co.,
Ltd. (ʮ̡), incorporated as a limited
liability company in the PRC on April 30, 2009 and
converted into a joint stock company with limited liability
on October 21, 2015
“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 thereto under the Listing Rules
and, unless the context otherwise requires, refers to Ms.
Huang and Mr. Xie
“Conversion of Unlisted Shares
into H Shares”
the conversion of 81,611,175 Unlisted Shares into H Shares
on a one-for-one basis upon completion of the Global
Offering
DEFINITIONS
–2 3–


--- page 33 ---
“core connected person(s)” has the meaning ascribed to it under the Listing Rules
“CSRC” the China Securities Regulatory Commission ( ʕ਷ᗇՎ္ຖ
ึ)
“customer(s)” enterprises who enter into agreements directly with us
“Deep Agent” our proprietary enterprise AI agent, which was launched in
February 2025
“Director(s)” the director(s) of our Company
“EIT” enterprise income tax in the PRC
“EIT Law” the Enterprise Income Tax Law of the PRC ( ʕശɛ͏΍
), as amended, supplemented or
otherwise modified from time to time
“end customer(s)” customers to whom we directly provide our services,
including (i) advertisers who enter into agreement directly
with us, (ii) advertisers that engage our services through
advertising agencies, and (iii) customers of intelligent data
management
“Entity List” the list of entities published and maintained by the U.S.
Department of Commerce’s Bureau of Industry and Security
that are subject to specific licensing requirements for the
export, re-export, or transfer of certain items subject to the
U.S. Export Administration Regulations
“EUR” Euro, the lawful currency of the European Union
“Exchange Participant” a person (i) who, in accordance with the Listing Rules, may
trade on or through the Stock Exchange; and (ii) whose
name is entered in a list, register or roll kept by the Stock
Exchange as a person who may trade on or through the
Stock Exchange
“Extreme Conditions” extreme conditions caused by a super typhoon as announced
by the government of Hong Kong
“FIL” the Foreign Investment Law of the PRC ( ʕശɛ͏΍ձ਷
), as amended, supplemented or otherwise
modified from time to time
“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 on the Stock Exchange
DEFINITIONS
–2 4–


--- page 34 ---
“Forward Maoshang” Shanghai Forward Maoshang Investment Partnership
(Limited Partnership) ( ɪऎబᅃᏔሧҳ༟ΥྫΆุ(Υ
ྫ)), a limited partnership established in the PRC on August
14, 2015 and one of our Pre-IPO Investors
“Frost & Sullivan” Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., an
independent 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
prospectus
“GBP” British Pound Sterling, the lawful currency of the United
Kingdom
“General Rules of HKSCC” the General Rules of HKSCC published by the Stock
Exchange and as amended from time to time
“Global Offering” the Hong Kong Public Offering and the International
Offering
“Group,” “our Group,”
“our,” “we” or “us”
our Company and its subsidiaries or, where the context so
requires (i) in respect of the periods before our Company
became the holding company of our present subsidiaries,
such subsidiaries as if they were subsidiaries of our
Company at the relevant time and (ii) where the context
refers to any time prior to its incorporation, the business
which its predecessors or the predecessors of its present
subsidiaries, or any one of them as the context may require,
were or was engaged in and which were subsequently
assumed by it
“Guangzhou Shuzhi” Guangzhou Shenyan Shuzhi Technology Co., Ltd. ( ᄿψଉ
ʮ̡), a limited liability company
incorporated in the PRC on March 13, 2025 and a directly
wholly-owned subsidiary of our Company
“Guide for New Listing
Applicants”
the Guide for New Listing Applicants issued by the Stock
Exchange (as amended, supplemented or otherwise modified
from time to time)
“H Share(s)” ordinary Share(s) in the share capital of our Company with
a nominal value of RMB1.00 each, for which an application
has been made for listing and permission to trade on the
Stock Exchange
“H Share Registrar” Computershare Hong Kong Investor Services Limited
“Hefei Pince” Hefei Pince Information Technology Co., Ltd (ڦ
ʮ̡), a limited liability company incorporated
in the PRC on November 20, 2017 and a directly wholly-
owned subsidiary of our Company
DEFINITIONS
–2 5–


--- page 35 ---
“HK$,” “HKD” or
“Hong Kong dollars”
Hong Kong dollars, the lawful currency of Hong Kong
“HKSCC” Hong Kong Securities Clearing Company Limited, a
wholly-owned subsidiary of Hong Kong Exchanges and
Clearing Limited
“HKSCC EIPO” the application for the Hong Kong Offer Shares to be issued
in the name of HKSCC Nominees and deposited directly
into CCASS to be credited to your designated HKSCC
Participant’s stock account through causing HKSCC
Nominees to apply on your behalf, including by instructing
your broker or custodian who is a HKSCC Participant to
give electronic application instructions via HKSCC’s FINI
system to apply for the Hong Kong Offer Shares on your
behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary of
HKSCC
“HKSCC Operational Procedures” the operational procedures of HKSCC, containing the
practices, procedures and administrative or other
requirements relating to HKSCC’s services and the
operations and functions of CCASS, FINI or any other
platform, facility or system established, operated and/or
otherwise provided by or through HKSCC, as from time to
time in force
“HKSCC Participant” a participant admitted to participate in CCASS as a direct
clearing participant, a general clearing participant or a
custodian participant
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Offer Shares” the 906,800 H Shares (subject to reallocation) initially
offered by our Company for subscription under the Hong
Kong Public Offering
“Hong Kong Public Offering” the offer of the Hong Kong Offer Shares at the Offer Price
for subscription by the public in Hong Kong, on and subject
to the terms and conditions as further described in
“Structure of the Global Offering — The Hong Kong Public
Offering”
“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering listed in
“Underwriting — Hong Kong Underwriters”
DEFINITIONS
–2 6–


--- page 36 ---
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated May 15, 2026 relating to
the Hong Kong Public Offering and entered into by our
Company, our Controlling Shareholders, the Sole Sponsor,
the Sponsor-Overall Coordinator, and the Hong Kong
Underwriters, as described in “Underwriting —
Underwriting Arrangements and Expenses — Hong Kong
Public Offering”
“Hongtu Chengzhang” Hongtu Chengzhang V enture Capital Co., Ltd. (௴
ʮ̡), a limited liability company incorporated
in the PRC on November 18, 2014 and one of our Pre-IPO
Investors
“IASB” International Accounting Standards Board
“IFRS Accounting Standards” IFRS Accounting Standards as issued by the IASB
“IIT” individual income tax in the PRC
“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 the
Company within the meaning of the Listing Rules
“International Offer Shares” the 8,161,200 H Shares (subject to reallocation) initially
offered by our Company for subscription under the
International Offering
“International Offering” the conditional placing of the International Offer Shares at
the Offer Price outside the United States in offshore
transactions in reliance on Regulation S on and subject to
the terms and conditions of the International Underwriting
Agreement, as further described in “Structure of the Global
Offering”
“International Sanctions Legal
Advisors”
TsingLaw NY LLP , our legal advisors as to international
sanctions law in connection with the Global Offering
“International Underwriters” the international underwriters who are expected to enter into
the International Underwriting Agreement to underwrite the
International Offering
“International Underwriting
Agreement”
the underwriting agreement expected to be entered into on
or around the Price Determination Date by, among others,
our Company, the Sponsor-Overall Coordinator and the
International Underwriters in respect of the International
Offering, as further described in “Underwriting —
Underwriting Arrangements and Expenses — The
International Offering”
DEFINITIONS
–2 7–


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“iPinY ou International” iPinY ou International HK Limited, a private limited
company incorporated in Hong Kong on June 7, 2016 and a
directly wholly-owned subsidiary of our Company
“iPinY ou Middle East” IPINYOU MIDDLE EAST FZ-LLC, a limited liability
company incorporated in Dubai, United Arab Emirates on
January 9, 2025 and an indirectly wholly-owned subsidiary
of our Company
“iPinY ou Singapore” IPINYOU SINGAPORE PTE. LTD., an exempt private
limited company incorporated in Singapore on August 14,
2017 and an indirectly wholly-owned subsidiary of our
Company
“iPinY ou UK” IPINYOU UK LIMITED, a private limited company
incorporated in the United Kingdom on November 7, 2018
and an indirectly wholly-owned subsidiary of our Company
“iPinY ou US” iPinY ou Inc., a profit corporation incorporated in the United
States on January 27, 2016 and an indirectly wholly-owned
subsidiary of our Company
“Joint Bookrunners” the joint bookrunners as named in the section headed
“Directors, Supervisors and Parties Involved in the Global
Offering”
“Joint Global Coordinators” the joint global coordinators as named in the section headed
“Directors, Supervisors and Parties Involved in the Global
Offering”
“Joint Lead Managers” the joint lead managers as named in the section headed
“Directors, Supervisors and Parties Involved in the Global
Offering”
“key accounts” or “KA end
customers”
end customers who (i) contribute revenue over RMB10.0
million each year under our intelligent advertising services;
or (ii) contribute revenue over RMB2.0 million each year
under our intelligent data management business
“Latest Practicable Date” May 11, 2026, being the latest practicable date for the
purpose of ascertaining certain information contained in this
prospectus prior to its publication
“Listing” the listing of our H Shares on the Main Board of the Stock
Exchange
“Listing Committee” the Listing Committee of the Stock Exchange
“Listing Date” the date, expected to be on or about Wednesday, May 27,
2026, on which our H Shares are listed and from which
dealings therein are permitted to commence on the Stock
Exchange
DEFINITIONS
–2 8–


--- page 38 ---
“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
“Main Board” the stock exchange (excluding the option market) operated
by the Stock Exchange which is independent from and
operated in parallel with the GEM of the Stock Exchange
“MOF” the Ministry of Finance of the PRC (݁
௅)
“MOFCOM” the Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ
௅)
“Mr. Xie” Mr. Xie Peng ( ᑽᘄ), the co-founder of our Group, an
executive Director and the vice general manager of our
Company, and one of our Controlling Shareholders
“Ms. Huang” Ms. Huang Xiaonan (یthe co-founder of our Group,
the chairwoman of the Board, an executive Director and the
general manager of our Company, and one of our
Controlling Shareholders
“NDRC” the National Development and Reform Commission of the
PRC (ึ)
“NEEQ” National Equities Exchange and Quotations ( Ό਷ʕʃΆุ
΅ᔷᜫӻ୕)
“Nomination Committee” the nomination committee of the Board
“non-domestic markets” for the purpose of this prospectus, including Hong Kong, the
United Kingdom, the United States, and Singapore
“Offer Price” the final offer price per Offer Share (exclusive of brokerage
fee of 1%, SFC transaction levy of 0.0027%, AFRC
transaction levy of 0.00015% and Stock Exchange trading
fee of 0.00565%) at which Offer Shares are to be subscribed
for pursuant to the Global Offering as described in
“Structure of the Global Offering”
“Offer Share(s)” the Hong Kong Offer Shares and the International Offer
Shares
“Overall Coordinator” the overall coordinator as named in the section headed
“Directors, Supervisors and Parties Involved in the Global
Offering”
DEFINITIONS
–2 9–


--- page 39 ---
“Overseas Listing Trial Measures” the Trial Administrative Measures of the Overseas
Securities Offering and Listing by Domestic Companies ( ྤ
) released by
the CSRC on February 17, 2023 and effective on March 31,
2023
“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ), the central
bank of the PRC
“People’s Congress” the legislative apparatus of the PRC, including the National
People’s Congress and all the local people’s congresses
(including provincial, municipal, and other regional or local
people’s congresses) as the context may require, or any of
them
“PinY ou Cayman” PinY ou Interactive Advertising Ltd., an exempted company
with limited liability incorporated in the Cayman Islands on
April 1, 2011 which has been dissolved
“Pinyou Chuanqi” Tianjin Pinyou Chuanqi World Asset Management
Partnership (Limited Partnership) (ʾෂփ˂ή༟ପ
၍ଣΥྫΆุ(Υྫ)), a limited partnership established
in the PRC on November 11, 2015 and a previous
shareholding platform owned by Ms. Huang and Mr. Xie
“PinY ou HK” PinY ou Interactive Advertising Limited (ࠢ
ʮ̡), a private limited company incorporated in Hong
Kong on April 29, 2011 which has been dissolved
“PRC Company Law” the Company Law of the PRC ()
as amended, supplemented or otherwise modified from time
to time
“PRC GAAP” China Accounting Standards for Business Enterprises ( ʕ
), as amended, supplemented or otherwise
modified from time to time
“PRC Government”
or “State”
the central government of the PRC and all governmental
subdivisions (including provincial, municipal and other
regional or local government entities) and its organizations
of such government or, as the context requires, any of them
“PRC Legal Advisors” King & Wood, our legal advisors as to PRC laws
“PRC Securities Law” the Securities Law of the PRC ( ʕശɛ͏΍ձ਷ᗇՎ
), as amended, supplemented or otherwise modified
from time to time
“Pre-IPO Investments” the pre-IPO investments in our Company undertaken by the
Pre-IPO Investors, details of which are set out in “History,
Development and Corporate Structure”
DEFINITIONS
–3 0–


--- page 40 ---
“Pre-IPO Investor(s)” the investor(s) of the Pre-IPO Investments, details of which
are set out in “History, Development and Corporate
Structure”
“Price Determination Date” the date, expected to be on or before Friday, May 22, 2026,
on which the Offer Price is to be determined for the
purposes of the Global Offering
“Qidian Yihao” Beihai Qidian Yihao V enture Capital Partnership (Limited
Partnership) ( ̏ऎৎᓃఠ໮௴ุҳ༟ΥྫΆุ(Υྫ)),
a limited partnership established in the PRC on September
5, 2017 and one of our Pre-IPO Investors
“Regulation S” Regulation S under the U.S. Securities Act
“Remuneration and
Appraisal Committee”
the remuneration and appraisal committee of the Board
“RMB” or “Renminbi” the lawful currency of the PRC
“SAFE” the State Administration of Foreign Exchange of the PRC
(̮ි၍ଣ҅)
“SAMR” the State Administration for Market Regulation of the PRC
(̹ఙ္ຖ၍ଣᐼ҅)
“SASAC” the State-owned Assets Supervision and Administration
Commission of the State Council of the PRC ( ʕശɛ͏΍ձ
ึ)
“Series A-1 Investment” the series A-1 investment in our Group, details of which are
set out in “History, Development and Corporate Structure —
Pre-IPO Investments”
“Series A-2 Investment” the series A-2 investment in our Group, details of which are
set out in “History, Development and Corporate Structure —
Pre-IPO Investments”
“Series B Investment” the series B investment in our Group, details of which are
set out in “History, Development and Corporate Structure —
Pre-IPO Investments”
“Series C Investment” the series C investment in our Group, details of which are
set out in “History, Development and Corporate Structure —
Pre-IPO Investments”
“Series C-1 Investment” the series C-1 investment in our Group, details of which are
set out in “History, Development and Corporate Structure —
Pre-IPO Investments”
DEFINITIONS
–3 1–


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“Series D Investment” the series D investment in our Group, details of which are
set out in “History, Development and Corporate Structure —
Pre-IPO Investments”
“Series E Investment” the series E investment in our Group, details of which are set
out in “History, Development and Corporate Structure —
Pre-IPO Investments”
“SFC” the Securities and Futures Commission of Hong Kong
“SFO” or “Securities and Futures
Ordinance”
the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong), as amended, supplemented or
otherwise modified from time to time
“Shanghai Maoyao” Shanghai Maoyao Investment Partnership (Limited
Partnership) ( ɪऎᏔᘴҳ༟ΥྫΆุ(Υྫ)), a limited
partnership established in the PRC on August 14, 2015 and
one of our Pre-IPO Investors
“Shanghai Pinyou” Shanghai Pinyou Zhiyun Information Technology Co., Ltd.
(ʮ̡), a limited liability
company incorporated in the PRC on June 27, 2018 and a
directly wholly-owned subsidiary of our Company
“Shanghai Zhencheng” Shanghai Zhencheng Investment Center (Limited
Partnership) (༐ҳ༟ʕː(Υྫ)), a limited
partnership established in the PRC on November 2, 2015
and one of our Pre-IPO Investors
“Share(s)” shares in the share capital of our Company, with a nominal
value of RMB1.0 each
“Shareholder(s)” holder(s) of the Shares
“Shenzhen Capital” Shenzhen Capital Group Co., Ltd. ( ଉέ̹௴อҳ༟ණྠϞ
ʮ̡), a limited liability company incorporated in the
PRC on August 25, 1999 and one of our Pre-IPO Investors
“Shenzhen Shuling” Shenzhen Shuling Intelligence Technology Co., Ltd. ( ଉέ
ʮ̡), a limited liability company
incorporated in the PRC on May 10, 2024 and a directly
non-wholly-owned subsidiary of our Company
“Sole Sponsor” ICBC International Capital Limited
“Sponsor-Overall Coordinator” ICBC International Securities Limited
“STA” the State Taxation Administration of the PRC ( ʕശɛ͏΍
೼ਕᐼ҅)
“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
DEFINITIONS
–3 2–


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“Stock Exchange” or
“Hong Kong Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Strategy Committee” the strategy committee of the Board
“subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules
“substantial shareholder(s)” has the meaning ascribed thereto under the Listing Rules
“Supervisor(s)” the supervisor(s) of our Company
“Takeovers Code” the Code on Takeovers and Mergers issued by the SFC, as
amended, supplemented or otherwise modified from time to
time
“Tianjin Optimus” Tianjin Optimus Information Technology Co., Ltd. (Ꮄ
ʮ̡), formerly known as Tianjin Pinyou
Interactive Information Technology Co., Ltd. (ʾʝ
ʮ̡), a limited liability company
incorporated in the PRC on June 27, 2011 and a directly
wholly-owned subsidiary of our Company
“Track Record Period” the financial years ended December 31, 2023, 2024 and
2025
“U.K.” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland
“U.S.” or “United States” the United States of America, its territories, its possessions
and all areas subject to its jurisdiction
“U.S. Securities Act” the U.S. Securities Act of 1933, as amended and
supplemented or otherwise modified from time to time, and
the rules and regulations promulgated thereunder
“Underwriters” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and the
International Underwriting Agreement
“Unlisted Share(s)” ordinary Share(s) in the share capital of our Company with
a nominal value of RMB1.00 each, which are subscribed for
and paid up in Renminbi and are not currently listed or
traded on any stock exchange
“US$,” “USD” or “U.S. dollars” United States dollars, the lawful currency of the United
States
“V A T” value added tax
DEFINITIONS
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“White Form eIPO ” the application for Hong Kong Offer Shares to be issued in
the applicant’s own name by submitting applications online
through the designated website of the White Form eIPO
Service Provider at www.eipo.com.hk
“White Form eIPO Service
Provider”
Computershare Hong Kong Investor Services Limited
“Y ouchi Hetao” Tianjin Y ouchi Hetao Asset Management Partnership
(Limited Partnership) (ᎴཱུႺᗱ༟ପ၍ଣΥྫΆุ(Ϟ
Υྫ)), a limited partnership established in the PRC on
November 6, 2015 and a previous shareholding platform
owned by Ms. Huang and Mr. Xie
“Y oupin Hutong” Tianjin Y oupin Hutong Asset Management Partnership
(Limited Partnership) (ʝஷ༟ପ၍ଣΥྫΆุ(Ϟ
Υྫ)), a limited partnership established in the PRC on
November 11, 2015 and a previous shareholding platform
owned by Ms. Huang and Mr. Xie
“Zhuhai Da’an” Zhuhai Da’an Capital Management Partnership (Limited
Partnership) ( मऎ༺τ༟͉၍ଣΥྫΆุ(Υྫ)), a
limited partnership established in the PRC on September 11,
2014 and a previous Shareholder which later exited our
Company
“%” per cent
The English translation of the PRC entities, enterprises, nationals, facilities, regulations in Chinese
included in this prospectus is for identification purposes only. To the extent there is any
inconsistency between the Chinese names of the PRC entities, enterprises, nationals, facilities,
regulations and their English translations, the Chinese names shall prevail.
DEFINITIONS
–3 4–


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This glossary of technical terms contains terms used in this prospectus as they relate to
our business. As such, these terms and their meanings may not always correspond to standard
industry meaning or usage of these terms.
“A/B testing” a technique for optimizing marketing decisions through
comparative experimentation. The process involves
randomly dividing users into two groups: a control group
and an experimental group, which are exposed to different
versions of marketing strategies or user touchpoints. After
running the tests simultaneously, behavioral data such as
click-through rates and conversion rates are analyzed to
determine which version performs better, thereby guiding
decision-making for optimization
“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
“ad creatives” materials provided by advertisers for use in marketing
campaigns to promote their products or services to users,
which may include, but are not limited to, text, images, flash
files, videos and other content formats
“ad slot” a designated space on a digital platform (such as a website,
app, or media channel) where advertisements are displayed
“advertiser” any persons, companies, organizations which advertise their
brands, products and services through placing
advertisements
“advertising agency” an intermediary service provider acting as an agent to
engage media platforms or advertising service providers on
behalf of advertisers to market their products and/or brands
“advertising campaign” a set of advertisements that revolve around a single message
and are intended to achieve a particular goal
“advertising impression” a single instance where an advertisement is successfully
displayed to a user on a device such as a mobile phone or
computer. It represents the actual occurrence of an ad
reaching a user and is recorded regardless of whether the
user clicks on the ad or takes any further action
“advertising impression
opportunity”
a biddable chance provided by a media platform to display
an ad to a user
“agentic AI technology” AI systems designed to act autonomously or semi-
autonomously to achieve specific marketing goals, often by
interacting with users, analyzing data, and executing tasks
with minimal human intervention
GLOSSARY OF TECHNICAL TERMS
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“AI” artificial intelligence
“AI agent” an intelligent system that can autonomously perform tasks,
make decisions, and interact using natural language.
Powered by technologies such as machine learning and
natural language processing, AI agents are used in
enterprises to automate workflows, enhance decision-
making, and improve efficiency across areas like customer
service, marketing, and sales
“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
“algorithm” a procedure of formula for solving a problem, based on
conducting a sequence of specified actions
“API” application programming interface, a set of routines,
protocols and tools for building software applications,
which enables applications to communicate mutually
“AUC” area under curve, a metric for evaluating the performance of
classification models
“big data” extremely large data sets that may be analyzed
computationally to reveal patterns, trends, and associations
“big data analytics” the use of advanced analytic techniques against very large,
diverse data sets to uncover hidden patterns, unknown
correlations, market trends, customer preferences, and other
useful information that can help organizations make more
informed business decisions
“CDP” customer data platform, a centralized system that
aggregates, organizes, and unifies customer data from
multiple sources to create comprehensive, real-time
customer profiles
“click-through” the action of clicking a specific hyperlink or advertisement
by a user
“cloud-based” applications, services or resources made available to users
on demand via the internet from the cloud computing
provider’s servers with access to shared pools of
configurable resources
GLOSSARY OF TECHNICAL TERMS
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“CPA” cost per action, a performance-based pricing model where
advertising is paid on the basis of each action of the mobile
device user such as download, installation or registration
“CPC” cost per click, a performance-based pricing model where
advertising is paid on the basis of each click of the
advertisement
“CPI” cost per install, a performance-based pricing model where
advertisers are charged on the basis of each installation of
the app
“CPM” cost per mille, a performance-based pricing model where
advertising is paid on the basis of thousand impressions
“CPS” cost per sale, a performance-based pricing model where
advertising is paid on the basis of the increased sale amount
as a result of the advertising
“CPUV” cost per unique visitor, a metric for measuring advertising
effectiveness which represents the cost incurred by the
customer to acquire a single unique user
“CPV” cost per visit, a metric for measuring advertising
effectiveness which represents the cost incurred by the
customer to generate a single visit
“CRM” customer relationship management, an enterprise-grade
customer data management system that centralizes customer
data, automates workflows, and integrates sales, marketing,
and service operations through modular architecture
“CTR,” or
“click-through rate”
click-through rate, a key metric in digital marketing and
analytics that measures the percentage of users who click on
a specific link, ad, or call-to-action after being exposed to it
“CVR” conversion rate, a key metric in digital marketing and
analytics that measures the percentage of users who
complete a desired action out of the total number of users
who interact with a specific touchpoint, such as visiting a
website, seeing an ad, or clicking a link
“data intelligence” process of transforming raw data into actionable insights
that can be used for enterprise-grade decision-making
through the use of advanced technologies such as AI, big
data, cloud computing and the IoT
“decision-making AI
application(s)”
applications which use AI technology to deeply analyze,
model, and reason on massive multi-source heterogeneous
data, and simulate human cognition and decision-making
processes based on preset rules or adaptive optimization
mechanisms
GLOSSARY OF TECHNICAL TERMS
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“e-commerce” electronic commerce, the buying and selling of goods,
services, or digital products over the internet, typically
involving transactions between businesses, consumers, or
other entities through online platforms
“FMCG” fast moving consumer goods
“generative AI” generative artificial intelligence, a branch of artificial
intelligence that focuses on generating new and original
content
“intelligent marketing services” marketing activities supported by data analytics and AI
technologies to automate campaign execution, optimize
performance, and improve customer targeting and
engagement
“IoT” internet of things
“IP address” Internet Protocol address
“ISO” acronym for International Organization for Standardization,
a series of international standards, including quality
management and quality assurance standards published by
the Universal Certification Services Co., Ltd., a non-
government organization for assessing the quality system of
business organizations
“IT” information technology
“KPI” key performance indicator
“large language model”
or “LLM”
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
“MA” marketing automation
“media agent” an intermediary service provider which does not own any
media platforms and acts as an agent selling advertisement
inventories on behalf of media platforms
“media resource(s)” designated ad placement supply made available by media
platforms or resellers under commercial arrangements, such
as specific ad placements, traffic packages, or pre-purchased
advertising capacity within a defined period
“net dollar retention rate of end
customers” or “net dollar
retention rate”
the revenue generated from the end customers who have
previously purchased our products within the given period,
divided by the total revenue within the given period
“OLAP” online analytical processing, a technology designed for
performing high-speed complex queries and
multidimensional analysis on large volumes of data
GLOSSARY OF TECHNICAL TERMS
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“programmatic advertising” the automatic buying and selling of advertisement
inventories and automatic advertisement delivery through
SDK or API
“R&D” research and development
“ROI” return on investment
“SaaS” Software as a Service, a cloud-based software licensing and
delivery model in which software and associated data are
centrally hosted and accessed online via a subscription
“SDK” software development kit, a set of software development
tools in one installable package that can be used to create
and develop applications
“sq.m.” square meters
“TA%” target audience percentage, the proportion of impressions
delivered to the defined target audience
“traditional automotive customer” automotive manufacturers with decades of experience in
developing, producing, and selling traditional fuel vehicles,
as opposed to those focused exclusively on new energy
vehicles since their inception
“traffic” in terms of traffic in online marketing, the flow of audience
on media platforms
“visitor activation rate” the percentage of new users who take a specified valuable
action within a product or service
GLOSSARY OF TECHNICAL TERMS
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This prospectus contains certain forward-looking statements representing our goals,
expectation and views of future events, and actual results or outcomes may differ materially from
those expressed or implied. Such forward-looking statements are subject to certain risks,
uncertainties and assumptions. Forward-looking statements typically can be identified by the use of
words such as “will,” “would,” “estimate,” “expect,” “anticipate,” “plan,” “aim,” “going forward,”
“believe,” “may,” “intend,” “ought to,” “continue,” “project,” “should,” “seek,” “potential” and the
negative of these words and other similar expressions. Although we believe that our expectations
are reasonable, we can give no assurance that these expectations will prove to have been correct,
and actual results may vary materially.
These forward-looking statements include, but are not limited to, statements relating to:
 our business and operating strategies and the various measures we use to implement such
strategies;
 our operations and business prospects, including development plans for our existing and
new businesses;
 the future competitive environment for the industry which we operate in;
 the regulatory environment as well as the general industry outlook for the industry which
we operate in;
 future developments in the industry which we operate in;
 general economic trends in which we operate our business;
 our ability to control costs and expenses;
 our dividend policy;
 capital market developments;
 the actions and developments of our competitors;
 change or volatility in interest rates, equity prices, volumes, operations, margins, risk
management and overall market trends; and
 all other risks and uncertainties described in the section headed “Risk Factors.”
Forward-looking statements may and often do differ materially from actual results. Any
forward-looking statements in this prospectus reflect our management’s current view with respect
to future events and are subject to risks relating to future events and other risks, uncertainties and
assumptions. See “Risk Factors,” “Business” and “Financial Information” for more details.
Should one or more of these risks or uncertainties materialize, or should the underlying
assumptions prove to be incorrect, our financial condition may be adversely affected and may vary
materially from the goals we have expressed or implied in these forward-looking statements. Except
as required by applicable laws and regulations, including the Listing Rules, we undertake no
obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Accordingly, investors should not place undue reliance on
any forward-looking information. In this prospectus, statements of or references to our intentions
or those of our Directors are made as of the date of this prospectus. Any such intentions may change
in light of future developments.
FORW ARD-LOOKING STATEMENTS
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An investment in our H Shares involves various risks. You should carefully consider all
the information in this prospectus and in particular the risks and uncertainties described
below before making an investment in our H Shares.
The occurrence of any of the following events could materially and adversely affect our
business performance, financial condition, results of operations or prospects. If any of these
events occurs, the trading price of our H Shares could decline and you may lose all or part
of your investment. You should seek professional advice from your relevant advisors regarding
your prospective investment in the context of your particular circumstances.
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
The market in which we operate is highly competitive and rapidly evolving. If we fail to
compete effectively against existing or new competitors, our business, financial condition and
results of operations may be materially and adversely affected.
The market for decision-making AI applications in China is highly competitive and constantly
evolving. With the continuous emergence of new technologies and business models, we expect the
growing demand for decision-making AI applications will attract market entrants while prompting
existing competitors to allocate additional resources to enhance their offerings. This intensified
competition may put pressure on our market position and business operations. Our competitors
primarily include intelligent advertising placement service providers, enterprise data management
service providers and other emerging players in the industry. Our ability to compete successfully
depends on various factors, including technological innovation and R&D capabilities, industry
expertise, brand recognition, and customer base. If we fail to maintain a competitive advantage in
any of these key areas, we may be unable to compete effectively or sustain our market position.
Furthermore, some of our current and potential competitors may possess advantages such as
a longer operating history, stronger brand recognition, well-established relationships with
customers and media resources suppliers, and greater financial, technical, and marketing resources.
These competitors may invest more extensively in R&D, sales, and marketing initiatives, allowing
them to develop or promote products or services that are comparable to or superior to ours. Any
intensification of competition could lead to pricing pressures, reduced profit margins, or even a loss
of our market share. Should we fail to retain our customers and media resources suppliers in this
increasingly competitive landscape, our business, financial condition, and results of operations may
be adversely affected.
Failure to keep pace with technological advancements and product innovations could
adversely affect our competitiveness, business, and financial performance.
The decision-making AI application market in China is characterized by rapid technological
advancements and continuous product innovations. Our ability to maintain a competitive position
largely depends on our capacity to adapt to emerging technologies, enhance our existing products
and services, and introduce new offerings that effectively address the evolving needs of our
customers. Any failure to do so may render our products and services uncompetitive and could
materially and adversely affect our business, financial condition, and results of operations.
While we remain committed to investing in technological development and product
innovation, these efforts require substantial financial and management resources. In 2023, 2024 and
2025, our total research and development expenses amounted to RMB54.1 million, RMB56.3
million and RMB45.8 million, respectively. However, R&D activities are inherently uncertain, and
there is no guarantee that our investments will translate into commercially viable products or market
success. We may encounter unforeseen technical challenges, delays in commercialization, or an
inability to generate sufficient returns on our R&D expenditures. Furthermore, if our competitors
RISK FACTORS
–4 1–


--- page 51 ---
achieve technological breakthroughs or introduce superior innovations, our existing products and
services may become obsolete, which could materially and adversely impact our business, financial
condition, and results of operations.
Furthermore, as we continue expanding our product and service portfolio to cater to the
diverse needs of customers in the decision-making AI application market in China, we face several
risks and uncertainties, including:
 Customer satisfaction: we may fail to maintain and improve the functionality and
reliability of existing products and services, which could do harm to our customer
satisfaction and further affect our operational performance;
 Market acceptance: newly introduced products and services may not gain the expected
traction in the target market, leading to lower-than-anticipated sales and revenue, which
could adversely affect our financial condition and results of operations; and
 Intensified competition: competitors may launch similar or superior products and
services, further increasing market competition and making it more challenging for us
to establish or sustain a competitive foothold.
Our failure to effectively manage these risks may materially and adversely affect our business,
financial condition, and results of operations.
Any notable fluctuations in the business performance or adjustment of marketing strategies
by our customers may materially and adversely affect our business, financial condition, and
results of operations.
Our business performance is closely tied to our customers’ willingness and ability to procure
our products and services, which may be influenced by factors beyond our control. Any notable
fluctuations in the business performance of our customers or changes in their marketing strategies
could materially and adversely impact our business, financial condition, and results of operations.
The financial health and spending capacity of our customers may be negatively affected by a variety
of external factors, including but not limited to: (i) macroeconomic conditions: economic
downturns, fluctuations in consumer spending, and reduced business confidence may prompt our
customers to tighten their budgets, which could result in decreased spending on our products and
services; (ii) regulatory and policy changes: any shifts in government policies, industry regulations,
or advertising and data privacy laws may disrupt our customers’ marketing strategies or restrict their
use of decision-making AI applications, affecting their demand for our products and services; and
(iii) industry-specific challenges: customers operating in certain industries, such as e-commerce,
retail, or automotive, may experience sector-specific downturns or operational disruptions, leading
to reductions in their marketing expenditures.
For example, our revenue decreased by 12.0% from RMB611.2 million in 2023 to RMB537.9
million in 2024, primarily due to macro headwinds in consumption-related sectors. In particular,
slower growth in the consumer price index and retail sales, coupled with weaker consumer
confidence, led to a subdued consumption environment. As a result, facing increased business
pressures, customers in the FMCG and traditional automotive sectors, particularly certain key
accounts, tightened their marketing budgets, leading to reduced procurement of our solutions in
2024, which contributed to the overall decline in our revenue performance in this year.
Furthermore, our customers may adjust their marketing strategies due to changing business
priorities or the emergence of alternative solutions. For instance:
 adoption of alternative marketing tools: customers may shift their spending to other
emerging marketing technologies or platforms, which may provide similar or enhanced
capabilities compared to our offerings;
RISK FACTORS
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 in-house capability development: some customers may invest in building their own
marketing or decision-making AI capabilities, reducing their reliance on third-party
providers like us; or
 shifts in advertising channels and consumer trends: changes in consumer behavior, the
rise of new digital platforms, or evolving industry best practices may lead customers to
allocate their budgets differently, potentially reducing their spending on our products
and services.
In addition, we rely on a diverse customer base across different industries, and any significant
shift in market dynamics affecting one or more key industries could have a disproportionate impact
on our business. If we fail to anticipate or adapt to such changes, we may struggle to retain
customers, attract new business, or sustain our revenue growth.
Given these factors, any reduction in spending by our customers, whether due to financial
difficulties, regulatory constraints, strategic adjustments, or technological advancements, could
materially and adversely affect our business, financial condition, and results of operations.
Failure to retain, expand, or attract customers could materially and adversely affect our
business, financial condition, and growth prospects.
Our ability to sustain and grow our business depends significantly on our capacity to retain
existing customers, deepen and expand customer relationships, and attract new customers. Any
failure in these areas could materially and adversely impact our business, financial condition,
results of operations, and future growth prospects.
We served 266, 243 and 228 end customers in 2023, 2024 and 2025, respectively.
Among them, 19, 21 and 17 were KA end customers that each contributed over RMB10.0 million
in revenue under intelligent advertising services or RMB2.0 million in revenue under intelligent
data management business in 2023, 2024 and 2025, respectively, with a KA end customer retention
rate of 81.8%, 94.7% and 81.0% for the same years. Despite the breadth of our end customer base,
there is no assurance that we will be able to retain our existing KA end customers or attract
sufficient new end customers in the future to offset potential losses.
Our success in maintaining and growing our customer base depends on various factors,
including: (i) our ability to offer products and services that effectively address customer needs at
competitive prices; (ii) the strength, reliability, and scalability of our technologies; (iii) the
effectiveness of our sales and marketing strategies; (iv) the overall customer experience, including
service quality and post-sales support; and (v) market conditions and competitive dynamics that
may influence customer preferences. Customers may choose alternative providers due to these
factors or other circumstances beyond our control. If we fail to retain existing customers, expand
our relationships with them, or attract new customers, we may be unable to grow our revenue at the
expected pace, or at all.
As we continue to expand our customer base and diversify across industry verticals, we may
encounter challenges in delivering tailored products and services that align with specific customer
needs. Our ability to scale customer support operations effectively may also be tested, and failure
to meet customer expectations in terms of product functionality, service quality, or responsiveness
could lead to dissatisfaction. This, in turn, may result in: (i) a decline in demand for our products
and services; (ii) loss of anticipated revenue; (iii) negative customer feedback, which could harm
our brand and reputation; and (iv) increased difficulty in acquiring new customers or retaining
existing ones.
Furthermore, intensified competition or changes in industry trends may shift customer
preferences towards competing services, further affecting our ability to maintain or expand our
market share. Any such developments could materially and adversely impact our business, financial
condition, and results of operations.
RISK FACTORS
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Reliance on major customers may materially and adversely affect our business, financial
condition, and results of operations.
We have been reliant on a limited number of major customers during the Track Record Period,
and any deterioration in our collaborative relationships with these customers could materially and
adversely impact our business, financial condition, and results of operations.
During the Track Record Period, a significant portion of our revenue was generated from a
core group of recurring customers. Revenue generated from our five largest customers in each
respective year accounted for 50.2%, 54.6% and 59.6% of our total revenue in 2023, 2024 and 2025,
respectively.
There is no assurance that our major customers will continue to procure our products and
services at historical levels, or at all. Any changes in their business strategies, financial condition,
or operational priorities may lead to reduced purchases or the termination of business relationships
with us. In particular, if any of our key customers reduce or cease their engagements with us and
we are unable to replace them with new customers of similar scale within a reasonable period, our
business, financial condition, and results of operations could be materially and adversely affected.
Additionally, our reliance on major customers exposes us to heightened credit risks. If any of
these customers default on or delay payment for our trade receivables, our liquidity, cash flow, and
overall financial position may be adversely impacted. The concentration of revenue from certain
major customers also increases our exposure to industry-specific downturns or financial difficulties
experienced by such customers, which could further affect our business operations and financial
stability.
Relationships with multinational enterprises may expose us to risks related to their
operational strategies in China.
A portion of our customer base consists of multinational enterprises, making our business
performance highly susceptible to changes in their operational strategies in China. Any adjustments
in their strategic priorities, such as reducing, reallocating, or even ceasing their marketing
investments in China, could materially and adversely affect our business, financial condition, and
results of operations. For example, two multinational automotive companies procured our
intelligent data management products and services in 2023. However, due to internal organizational
and business changes, the companies adjusted their marketing strategy, resulting in a complete
cessation of purchases in 2024. These two multinational automotive companies did not make any
subsequent purchases in 2025.
Our relationships with multinational enterprises expose us to various risks, including but not
limited to:
 Global economic and political uncertainty: multinational enterprises may adjust their
marketing expenditures in response to macroeconomic downturns, geopolitical tensions,
inflationary pressures, or trade restrictions affecting their headquarters or key
operational markets;
 Regulatory and compliance risks: changes in international trade policies, cross-border
data protection regulations, and foreign investment restrictions may impact the ability or
willingness of foreign enterprises to continue their operations in certain markets, leading
to a shift or reduction in their marketing budgets;
 Corporate restructuring and cost-cutting measures: in times of financial stress or
strategic realignment, multinational enterprises may consolidate operations, downsize
their global footprint, or optimize marketing expenditures, which could result in reduced
spending on our products and services;
RISK FACTORS
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 Shifts in market priorities: multinational enterprises may reallocate their resources to
focus on higher-growth or more strategically important regions, diverting investments
away from the markets in which we operate; and
 Currency fluctuations and exchange rate risks: significant exchange rate fluctuations
may impact the profitability and budget allocation decisions of multinational enterprises,
potentially leading to a reduction in their spending on marketing services.
Given our relationships with multinational enterprises, any adverse adjustments in their
business strategies, financial priorities, or market focus could negatively impact our revenue
streams, customer retention, and overall growth prospects. If we fail to diversify our customer base,
mitigate these risks, or expand our presence in other high-growth markets, our business, financial
condition, and results of operations could be materially and adversely affected.
We may experience further pressure on our profitability and cash flow.
Our gross profit margins declined from 31.2% in 2023 to 27.3% in 2024, and further to 25.5%
in 2025. Such deterioration was primarily attributable to a decline in revenue from higher-margin
segments, and the impact of a relatively stable cost structure that limited our ability to adjust costs
in line with revenue contraction.
In parallel, our net cash generated from operating activities also declined steadily, from
RMB52.1 million in 2023 to RMB31.9 million in 2025, reflecting both reduced profitability and
ongoing working capital requirements. Although we have adopted various operational and financial
measures to manage costs and improve cash flow, including resource realignment and enhanced
receivables collection efforts, there is no assurance that these efforts will be sufficient.
If we are unable to effectively respond to revenue fluctuations, improve margins, or manage
fixed costs, we may continue to experience pressure on our profitability and liquidity. Such pressure
could also be influenced by broader market conditions, shifts in customer demand, or intensifying
competition, which may in turn affect our financial performance and growth outlook.
We may be exposed to working capital pressure due to mismatch in settlement cycles.
Our trade receivable turnover days were 142 days, 159 days and 136 days in 2023, 2024 and
2025, respectively, which was significantly longer than our trade payable turnover days of 57 days,
64 days and 66 days for the corresponding years. This structural mismatch in settlement terms has
led to an extended cash conversion cycle, placing pressure on our working capital and overall
liquidity position.
If we are unable to accelerate the collection of receivables or secure more favorable credit
terms from suppliers, our operating cash flow may be affected. Such pressure could be more
pronounced during periods of softer revenue or weaker customer credit profiles, and may in turn
influence our ability to manage short-term funding needs and support business operations.
Failure to expand into new industry verticals may materially and adversely affect our
business, financial condition, and prospects.
Our AlphaDesk product currently serves leading enterprises across diverse industries,
including e-commerce, FMCG, retail, beauty, and hospitality. Our AlphaData product provides
intelligent data management to customers in the automotive, telecommunications, beauty, FMCG
and retail. Our ability to penetrate these niche markets and establish a strong reputation is largely
driven by our accumulated industry expertise and deep understanding of customer needs.
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However, our business performance across various industries may be influenced by
macroeconomic trends and industry-specific conditions. The decision-making AI application market
for marketing and sales in China is highly competitive and subject to market volatility. Adverse
macroeconomic conditions and industry-specific trends in downstream sectors may reduce overall
demand for such services. In response to economic uncertainty, customers may reduce, delay or
reallocate their marketing budgets, which may lead to decreased demand for our services. Such
changes in customer spending may also intensify competition and exert downward pressure on
pricing and margins. In addition, customers may delay payments, which could adversely affect our
cash flows. As a result, our business operations, financial performance and growth prospects may
be materially and adversely affected. In 2024, for instance, customers in the FMCG and traditional
automotive industries experienced a downturn, leading them to tighten marketing budgets and
reduce procurement from us, which contributed to a decrease in our revenue.
Therefore, as part of our growth strategy and leveraging the capabilities of our decision-
making AI applications, we plan to expand into additional industry verticals to broaden our market
reach and revenue streams. However, entering new industries presents inherent challenges,
including: (i) lack of industry-specific knowledge: success in new verticals requires an in-depth
understanding of industry dynamics, regulatory landscapes, and customer expectations. If we fail to
acquire sufficient knowledge, we may struggle to develop tailored solutions that meet industry-
specific demands; (ii) uncertain market acceptance: there is no assurance that our existing AI
application products for marketing and sales will gain traction in new industry segments.
Differences in business models, marketing strategies, and customer behaviors may require
significant adaptation, and our AI application products may not achieve the same level of success
as in our existing markets; (iii) increased competition: we may face strong competition from
well-established industry players with long-standing customer relationships and deeper market
penetration. Competing against incumbents may require substantial investment in marketing, sales,
and technology development; (iv) operational and resource constraints: expansion into new
verticals demands financial, human, and technological resources. Any failure to allocate resources
efficiently or scale our operations effectively could hinder our ability to establish a foothold in these
new markets; and (v) additional regulatory restrictions that are relevant to these businesses.
If we fail to successfully expand our AI application products into new industry verticals, we
may not achieve our expected growth targets, and our business, financial condition, and long-term
prospects may be materially and adversely affected.
Damage to our brand reputation and recognition, including negative publicity, may materially
and adversely affect our business, financial condition, and prospects.
Our brand, “Deepzero,” is well-recognized by customers in the industry, and our business
success depends significantly on our reputation and brand recognition. However, there is no
assurance that we will be able to maintain or enhance our brand reputation in the future. Any
damage to our brand image, whether due to internal issues or external factors beyond our control,
could materially and adversely affect our business operations, financial condition, and growth
prospects.
Our reputation and brand recognition may be materially and adversely affected by various
factors, including but not limited to:
 disputes or legal proceedings relating to our products and services involving customers,
media resources suppliers, suppliers, or other third parties;
 negative publicity about our business, Directors, officers, employees, or the products
and services we offer, whether accurate or unfounded;
 regulatory scrutiny or government investigations, which may raise concerns among
stakeholders even if no violations are ultimately found;
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 allegations of unethical business practices, cybersecurity breaches, or data privacy
concerns, which could undermine customer trust;
 customer dissatisfaction or complaints, particularly if they gain traction in the media or
on digital platforms, damaging our industry reputation; and
 industry-wide reputational risks, where issues affecting the broader sector, such as
fraudulent practices or regulatory crackdowns, may indirectly impact our perceived
credibility.
Any harm to our brand reputation can result in a decline in market trust and recognition,
leading to reduced customer purchases, weakened demand for our products and services, and
potential loss of business partners. Negative publicity may also divert management’s attention,
require significant resources to address, and expose us to increased regulatory scrutiny or
governmental investigations. Any of these developments could have a material and adverse impact
on our business, financial condition, results of operations, and overall market positioning.
Potential issues in the adoption and use of AI in our product and services may result in
reputational harm or liability.
We are integrating AI into our platforms. While AI has facilitated significant technological
advancements, its adoption also introduces inherent risks and challenges that could impact our
business, reputation, and legal compliance.
 Risks associated with AI-related technologies
AI algorithms may be flawed, biased, or unreliable due to limitations in training datasets,
incomplete or inaccurate information, or inherent biases in machine learning models. The
effectiveness of AI solutions depends heavily on the quality and diversity of the data used, and any
deficiencies in datasets could compromise the accuracy, fairness, and reliability of decision-making
AI applications, potentially leading to adverse outcomes for customers and users.
Additionally, AI raises complex legal and ethical issues, including: (i) copyright and
intellectual property risks: the development and use of AI-generated content may give rise to
disputes over ownership, attribution, and infringement of intellectual property rights; (ii) regulatory
compliance and liability: AI-generated decisions, predictions, or automated actions could expose us
to legal liabilities if they result in discriminatory outcomes, data misuse, or violations of consumer
protection laws; and (iii) reputational risks and public perception: controversial AI applications,
particularly those impacting human rights, privacy, employment, or social equity, could lead to
negative public perception, regulatory scrutiny, or reputational damage.
If we fail to adequately address these risks or if our AI-related offerings do not perform as
intended, we may be subject to legal claims, regulatory investigations, customer dissatisfaction, or
competitive disadvantages in the marketplace.
 Evolving AI regulatory landscape in China
The regulatory framework governing AI in China is rapidly evolving, with authorities
introducing more stringent oversight over AI-related technologies. Before 2022, regulations on AI
were scattered across various laws governing internet information services. However, in recent
years, the PRC government has accelerated the pace of AI-related legislation, including algorithm
recommendation, deep synthesis technologies and generative AI services.
Under these measures, providers of generative AI services are required to: (i) conduct security
assessments and comply with algorithm filing procedures if their AI services influence public
opinion or have social mobilization capabilities; (ii) adopt measures to eliminate or address
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unlawful content identified within AI-generated outputs; and (iii) comply with strict regulatory
obligations, with violations potentially leading to penalties, warnings, service suspensions, fines, or
even criminal liability. See “Regulatory Overview — Regulations Relating to Overseas Securities
Offering and Listing — Regulations on Cybersecurity, Data Security and Protection of Personal
Information — Data Security.” These dynamic regulatory requirements present inherent challenges
to achieving and maintaining full compliance in a timely manner, and non-compliance with such
evolving requirements may result in regulatory penalties, increased compliance costs, or restrictions
on our AI-related operations. Similarly, the process for obtaining or renewing necessary approvals
or licenses for AI technologies or applications is subject to regulatory discretion. Failure to secure
or maintain such approvals or licenses may hinder the deployment of certain AI-powered products
and services.
 Risks associated with the potential flaws or ineffectiveness of AI models for marketing
activities
AI models deployed in marketing campaigns may subject to inherent flaws, biases, or
inefficiencies arising from limitations in training data quality, algorithmic architecture, or
contextual adaptability. The performance of AI models for marketing activities depends heavily on
the diversity, representativeness, and real-time relevance of underlying datasets. If the data used to
train these models is biased, incomplete, or outdated, it may lead to suboptimal outputs, such as the
propagation of discriminatory content (such as gender or cultural stereotypes in advertisement
targeting), misalignment with consumer preferences, or inaccurate recommendations (e.g.,
promotion of unavailable or irrelevant products).
Such deficiencies could materially compromise the effectiveness of marketing campaigns,
erode customer trust, or result in negative user experiences. Moreover, the deployment of flawed AI
models could expose us to reputational damage, customer attrition, regulatory scrutiny, or even
legal claims, particularly in jurisdictions with stringent data protection and anti-discrimination
laws. If we fail to effectively monitor, audit, and refine our AI models to ensure fairness, accuracy,
and relevance, we may face increased operational risk and lose our competitive edge in the rapidly
evolving decision-making AI application market.
 Risk associated with our reliance on open-source AI technologies
Our Deep Agent leverages open-source AI models to supplement its specific language
generation or interaction functions. During the Track Record Period, we primarily utilized two
mainstream open-source AI models developed in China, namely Qianwen ( ஷ່ɷਪ) and
DeepSeek, to support our Deep Agent. Based on their current policies, we are permitted to use these
models for product operation. Even though we did not encounter any changes in terms, suspension
of support, or known security vulnerabilities in these models during the Track Record Period and
up to the Latest Practicable Date, there is no assurance that the open-source tools we currently
leverage will remain stable, accessible, or commercially viable in the future. If there are material
changes in the open-source AI ecosystem, such as changes in licensing terms, suspension of
community support, or emergence of security vulnerabilities, our ability to use or further develop
these technologies may be adversely affected. This could, in turn, impact our product performance,
R&D efficiency, and technological advancement, which may pose risks to our operational
continuity and competitiveness.
Expansion of our international operations may expose us to increased business and economic
risks that could materially and adversely affect our financial results.
In 2023, 2024 and 2025, we generated 18.7%, 13.8% and 20.2%, respectively, of our total
revenue from non-domestic customers. We plan to continue to expand our global footprint and
deepen our internationalization strategy.
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As we expand internationally, we may encounter significant business, economic, and
regulatory risks in markets where we have limited or no operating experience. Conducting
operations in foreign jurisdictions requires a deep understanding of local markets, customer
preferences, and industry-specific regulations, and our ability to operate effectively abroad may be
affected by various challenges, including fluctuations in currency exchange rates, increased
operational and marketing costs, compliance with local commercial and legal frameworks,
compliance with statutory equity requirements and management of tax consequences, and
heightened risk management complexities. Additionally, we may face difficulties in obtaining,
maintaining, or enforcing intellectual property rights, challenges in recruiting and retaining skilled
personnel who are knowledgeable about local business environments, as well as risks related to our
ability to establish cooperation relationships with international partners, including local banks that
provide us with support for international settlement and credit facilities.
As we enter new markets, we must allocate substantial resources to understand foreign
regulatory landscapes, adapt our operations, and establish local infrastructure. The expansion of our
international footprint also exposes us to economic, regulatory, social, and political uncertainties in
different jurisdictions, which may disrupt our projects, result in the loss of assets or personnel, or
lead to unexpected financial burdens. Moreover, geopolitical tensions, trade restrictions, and
evolving compliance requirements may further complicate our overseas operations.
If we fail to effectively manage the risks associated with international expansion, we may
experience higher-than-expected costs, operational inefficiencies, and difficulties in scaling our
business, which could materially and adversely affect our financial condition, business operations,
and long-term growth prospects.
We face potential liability and harm to our business due to the nature of our business and the
content of the advertisements.
Advertising may result in disputes relating to copyright or trademark infringements, public
performance royalties or other claims based on the nature and content of advertising that is placed
through us. Under the Advertising Law of the PRC () (the “ Advertising
Law”), where an advertising service provider knows or should have known that an advertisement
is false, fraudulent, misleading, or otherwise illegal but still serves as an agent for, or publishes the
advertisement, the competent PRC authority may confiscate the advertising provider’s advertising
expenses and impose penalties, order it to cease dissemination of such false, fraudulent, misleading
or otherwise illegal advertisement or correct such advertisement, or suspend or revoke its business
licenses under certain serious circumstances. Under the Advertising Law, “advertising service
providers” include any natural person, legal person or other organization that provides advertising
design, production, or agency services to advertisers for their advertising activities. As our
intelligent advertising services involve provision of “advertisement-related services” to advertisers,
we are deemed as an “advertising service provider” under the Advertising Law. As a result, we are
subject to stringent regulatory requirements regarding the content of advertisements placed through
our platform.
Therefore, in the event that the supporting documentation of the advertisements provided by
our customers is inauthentic, incomplete, or inaccurate, or any of their representations or warranties
in relation to the advertising content are proven to be untrue or misleading, we may be exposed to
potential liabilities, including regulatory penalties, fines, or legal claims, which could also harm our
business reputation.
While our customers are typically contractually obligated to indemnify us against potential
claims arising from non-compliant advertising content, such indemnification may not fully cover
financial losses, reputational damage, or regulatory penalties. There is also no guarantee that we
will be able to recover indemnification payments from such customers, particularly in cases where
they face financial distress or refuse to honor their contractual obligations.
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Given the complex and evolving regulatory landscape governing advertising content, any
failure, whether by us, our customers, or advertising agencies, to fully comply with applicable laws
and regulations could materially and adversely affect our business, financial condition, and results
of operations.
Our historical growth rates may not be indicative of future growth, and failure to manage
growth effectively could materially and adversely affect our business and prospects.
Our revenue and gross profit fluctuated during the Track Record Period, and our historical
financial performance may not be indicative of future results. Our revenue amounted to RMB611.2
million, RMB537.9 million and RMB576.6 million in 2023, 2024 and 2025, respectively, and our
gross profit amounted to RMB190.5 million, RMB146.6 million and RMB147.2 million during the
same years, respectively. While we plan to continue expanding our operations, there is no assurance
that we will be able to sustain our growth trajectory or successfully execute our business strategies.
Rapid expansion places significant demands on our management, as well as on our
administrative, operational, and financial resources. To manage our growth effectively, we are
required to (i) continuously enhance our operational, financial, and management information
systems to support scalability; (ii) attract, train, and retain a highly skilled workforce while
maintaining strong corporate culture and employee productivity; (iii) efficiently manage our costs
and expenses to sustain profitability; and (iv) strengthen collaboration with key business partners,
including major customers and suppliers, to ensure stable and scalable business operations.
Failure to effectively manage our growth may lead to operational inefficiencies, increased
costs, declining service quality, or diminished profit margins. Additionally, if new systems and
processes we implement to support our expansion do not yield the expected benefits, our business,
financial condition, and ability to successfully market our platforms and serve our customers could
be adversely affected. Furthermore, rapid business expansion may expose us to heightened
regulatory, compliance, and operational risks, which could further impact our long-term growth
prospects.
Failure to comply with evolving cybersecurity, data security, and personal information
protection laws and regulations could materially and adversely affect our business, financial
condition, and results of operations.
Our services involve collecting, processing, and storing significant amounts of data
concerning our customers and business partners in China, which may subject us to complex and
evolving laws and regulations regarding cybersecurity, data security, and personal information
protection.
As of the Latest Practicable Date, the data collected and generated through our operations was
stored within the PRC, and we did not engage in personal information or important data
cross-border transfers as part of our business activities. Additionally, we had not been identified as
an operator of “critical information infrastructure” by any government authority. On this basis, the
legal obligations governing cross-border data flows and critical information infrastructure operators
under applicable PRC laws and regulations are currently not applicable to us. However, with the
continued expansion of our business and customer base, we may become involved in more
large-scale data processing activities, or be identified as a critical information infrastructure
operator in the future. If such circumstances arise, we would be required to comply with the
additional regulatory obligations under applicable laws and regulations, which could increase
compliance costs and operational risks.
The PRC regulatory framework governing cybersecurity, data security, and personal
information protection has undergone significant developments in recent years. On September 24,
2024, the State Council promulgated the Regulations on the Administration of Network Data
Security (ၣഖᅰኽτΌ၍ଣૢԷ), which came into effect on January 1, 2025. Based on the
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Cybersecurity Law of the PRC (), the Data Security Law of the
PRC (), and the Personal Information Protection Law of the PRC
(), the Regulations on the Administration of Network Data
Security restate and refine various requirements for network data processors to process and protect
various electronic data through the internet. For further details of laws, regulations and government
policies regarding cybersecurity, data security and personal information protection, see “Regulatory
Overview — Regulations on Cybersecurity, Data Security and Protection of Personal Information.”
Laws, regulations, and government policies in relation to network data security are
continuously evolving and subject to further interpretation or revision, which may expand the scope
of our compliance obligations. To comply with these evolving regulatory requirements, we may be
required to: (i) incur substantial costs to ensure full compliance with applicable cybersecurity, data
security, and personal information protection laws; (ii) upgrade and enhance our information
technology infrastructure to meet regulatory standards; (iii) implement additional safeguards and
controls to ensure the security and compliance of our data processing activities; and (iv) engage in
ongoing communication with customers to address their concerns regarding cybersecurity and data
protection.
Any non-compliance with applicable cybersecurity, data security, and personal information
protection laws and regulations could lead to (i) regulatory investigations or enforcement actions,
resulting in fines, penalties, or operational restrictions; (ii) negative publicity and reputational
damage, which may deter potential customers and business partners from engaging with us; (iii)
legal proceedings initiated by government authorities or affected parties; and (iv) loss of customer
trust, which could materially impact our ability to attract and retain clients, thereby affecting our
revenue and long-term growth. Any of these developments could have a material and adverse
impact on our business, financial condition, and results of operations.
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 products and services 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 products
and services. If the data we collect or utilize becomes outdated, inaccurate, unreliable, or no longer
accessible, the effectiveness of our offerings could be severely compromised, which may, in turn,
adversely impact our business operations and reputation.
Our products and services rely heavily on data sourced from our customers, suppliers and
public domain, however, the quality and completeness of such data is out of our control. In
particular, we may face challenges such as: (i) limited or outdated data collected by our customers
or provided by our media resources suppliers and data suppliers; (ii) incomplete or insufficiently
labeled datasets, which may hinder the effectiveness of our AI models and analytical processes; (iii)
errors or inaccuracies in third-party data, which could lead to incorrect analysis or suboptimal AI
decision-making; and (iv) changes in data accessibility, including restrictions imposed by data
suppliers or regulatory changes affecting data collection and usage. When inadequate or outdated
data is incorporated into our AI models and algorithms, it may result in diminished accuracy and
performance, negatively impacting the perceived value of our products and services and potentially
leading to customer dissatisfaction or reduced market adoption.
If we are unable to sustain existing partnerships or establish new data sources, our ability to
collect, process, and analyze high-quality data may be compromised. This could: (i) limit our ability
to enhance existing products and services; (ii) restrict the development of new data-driven
solutions; (iii) reduce the competitiveness of our offerings in the market; and (iv) erode customer
trust and industry reputation, ultimately impacting our revenue growth and long-term prospects.
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Our future growth and success depend on our ability to continuously source, collect, and
process high-quality, reliable data to power our AI application products. If we fail to do so, our
ability to deliver competitive, high-performing products and services may be impaired, which could
materially and adversely affect our business, financial condition, results of operations, and overall
market position.
Failure to protect our intellectual property rights or unauthorized use by third parties could
adversely affect our competitiveness and business operations.
Our intellectual property is a critical component of our business operations and competitive
advantage. However, there is no assurance that we can prevent third parties from infringing upon
our intellectual property rights. Unauthorized use, misappropriation, or infringement of our
intellectual property, whether by competitors, employees, or other third parties, may harm our
brand, erode our competitive position, and negatively impact our business performance.
Third parties may infringe upon our intellectual property rights, including trademarks,
copyrights, patents, trade secrets, and proprietary technologies, without our authorization. Unfair
competition, defamation, or violations of our proprietary rights may result in brand dilution and
reputational damage, reducing our ability to differentiate ourselves in the market. However,
enforcing intellectual property rights often requires litigation, arbitration, or other legal
proceedings, which can be costly. Even if we prevail in such proceedings, the expenses incurred
could materially and adversely impact our business, financial condition, and results of operations.
Furthermore, legal disputes may divert management’s attention from core business activities,
affecting overall operational efficiency.
In addition, we may also face challenges in registering and enforcing intellectual property
rights. It may be difficult to register, maintain, and enforce intellectual property rights in certain
jurisdictions where we operate. Furthermore, our business secrets, proprietary technologies, and
confidential information could be leaked, misused, or independently discovered by competitors,
leading to a loss of competitive advantage. Employees, contractors, or business partners with access
to sensitive information may intentionally or unintentionally expose our proprietary knowledge to
third parties.
If we fail to effectively protect or enforce our intellectual property rights, we may face: (i)
reduced market competitiveness due to loss of proprietary advantages; (ii) revenue decline if
competitors exploit our technologies or trademarks; (iii) higher costs associated with legal
enforcement actions and risk mitigation measures; (iv) reputational damage affecting customer trust
and brand perception; and (v) operational disruptions arising from protracted legal disputes. Given
these risks, any inability to safeguard our intellectual property could materially and adversely affect
our business, financial condition, results of operations, and long-term growth prospects.
We may be subject to claims for infringement, misappropriation or other violations of
third-party intellectual property rights, which could materially and adversely affect our
business and reputation.
Our ability to develop and commercialize our technology and products depends, in part, on our
ability to do so without infringing upon the intellectual property rights of third parties. However,
we may face claims, litigation, or other legal proceedings alleging that our products, technologies,
or business practices infringe, misappropriate, or otherwise violate third-party intellectual property
rights. The validity and scope of intellectual property claims are often subject to complex scientific,
technical, and legal analyses, creating inherent risks and uncertainties in such disputes.
Defending against or initiating legal actions to protect our intellectual property can be costly
and time-consuming, requiring substantial financial and management resources and diverting our
technical and executive teams’ attention away from core business operations. If we receive an
adverse ruling in an intellectual property dispute, we could be subject to significant liabilities,
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including monetary damages, licensing obligations, or restrictions on the use of certain
technologies. In some cases, we may be required to seek third-party licenses on unfavorable terms,
pay ongoing royalties, redesign our products, or even suspend the sale and distribution of affected
offerings, which could materially impact our operations.
Moreover, protracted litigation could erode customer confidence in our products and services,
leading to potential delays or reductions in sales as customers defer or reconsider purchases pending
resolution of legal proceedings. Negative publicity arising from intellectual property disputes may
also damage our corporate reputation and affect our ability to establish or maintain business
relationships. Given the evolving nature of intellectual property laws, any claims, regulatory
actions, or adverse judgments could materially and adversely affect our business, financial
condition, market competitiveness, and long-term growth prospects.
Our business depends on the continued efforts of our senior management and key employees,
and any failure to retain, attract, or recruit such personnel may materially and adversely
affect our business.
Our success depends on the continued services of our senior management, executive officers,
and other key personnel. For details of the background of our senior management, see “Directors,
Supervisors and Senior Management — Senior Management.” If one or more of our key executives
or senior personnel resign, become unable or unwilling to continue in their roles, or otherwise cease
their employment with us, we may not be able to replace them in a timely manner, or at all. As a
result, our business operations could be significantly disrupted, and we may be required to incur
additional costs and resources to recruit and train new personnel.
Furthermore, if any of our key executives join a competitor or establish a competing business,
we may experience loss of customers, confidential business insights, or technical expertise, which
could weaken our market position. Each of our senior management and key personnel has entered
into an integrity and intellectual property agreement with us that contains confidentiality and
non-competition provisions. However, if any dispute arises regarding these agreements, we cannot
assure you that they would be enforceable in the jurisdiction where most of our senior management
and key personnel reside and hold their assets.
Beyond our senior leadership, recruiting and retaining skilled employees, particularly
experienced research and development staff, engineers, and technicians familiar with our products
and services, is vital to maintaining the quality and competitiveness of our offerings. The market
for highly qualified personnel is intensely competitive, and we cannot assure that we will be able
to attract or retain the talent necessary for our continued growth and technological advancement. If
we fail to recruit and retain qualified executives, key technical personnel, and industry experts, our
business operations, product development, and overall growth prospects may be materially and
adversely affected.
Any breach of our security measures, including unauthorized access, cyberattacks, or hacking,
could materially and adversely affect our business, financial condition, and reputation.
Given the large volume of data we process and store, we are an attractive target for
cyberattacks, hacking attempts, computer viruses, and other security threats. Cyber threats are
constantly evolving, and new attack techniques frequently emerge, often going undetected until they
have already been deployed. As a result, we may be unable to anticipate emerging cybersecurity
risks or implement timely and adequate preventative measures.
Any accidental or intentional security breach, including unauthorized access, malware
infections, or system vulnerabilities, could result in theft, misuse, or loss of confidential
information, leading to legal liabilities or administrative responsibilities, financial losses,
operational disruptions, and reputational damage. If our security measures are compromised due to
third-party hacking attempts, employee negligence, insider threats, or weaknesses in our IT
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infrastructure, our business operations could suffer severe disruption, and we may incur significant
financial and reputational damage. Additionally, such breaches could expose us to regulatory
scrutiny, time-consuming and costly litigation, and a decline in customer trust, which may
materially and adversely affect our business and long-term prospects.
The PRC Cybersecurity Law (), effective on June 1, 2017,
imposes stringent cybersecurity requirements on network operators. This law mandates that
operators adopt technical and organizational measures to ensure network security, respond to
cybersecurity incidents, prevent illegal activities, and safeguard the integrity, confidentiality, and
availability of network data. If we are found to be non-compliant with the PRC Cybersecurity Law
or other relevant regulations, we may face regulatory enforcement actions, including fines,
confiscation of illegal gains, revocation of business licenses, cancellation of regulatory filings,
suspension of our database operations, or even criminal liability. Any such penalties or restrictions
could have a material and adverse impact on our business, financial condition, results of operations,
and market reputation.
Interruption or failure of our information technology infrastructure could materially and
adversely affect our business and results of operations.
Our business operations rely heavily on the stability and functionality of our information
technology infrastructure, and any disruption or failure in our systems could impair our ability to
provide services to our customers and media resources suppliers, resulting in potential loss of
business and reputational harm.
Our information technology systems are vulnerable to a range of disruptions, including
software malfunctions, network disconnections, power outages, human errors, cyber incidents, and
natural disasters. Any unauthorized third party exploiting vulnerabilities in our systems may lead
to security breaches, compromising the integrity and confidentiality of our data. There is no
assurance that our recovery systems, security protocols, network protection mechanisms, or other
defense measures will be sufficient to prevent service interruptions, system failures, or data losses.
If our IT infrastructure encounters unexpected issues, it may result in service downtime, system
inefficiencies, or operational disruptions, which could be difficult to resolve in a timely manner, or
at all.
Any prolonged or recurring disruption to our IT systems could negatively impact our ability
to deliver products and services, delay ad placements, and reduce user satisfaction. If customers or
media resources suppliers experience repeated service failures or significant downtime, they may
choose to discontinue their engagement with us, leading to a loss of revenue and market
competitiveness. Moreover, if defects in our products or services cause damage to the business of
our customers, we may be liable for compensation as a result. Additionally, reputational damage
arising from IT failures may weaken trust in our brand, making it more difficult to attract and retain
business partners. If we are unable to maintain the stability, security, and efficiency of our IT
infrastructure, our business, financial condition, and results of operations could be materially and
adversely affected.
Our success depends on our collaborations with business partners, including media resources
suppliers, data suppliers, and other suppliers, and any adverse changes in these collaborations
could materially and adversely affect our business, financial condition, and prospects.
Our success depends on our collaborations with business partners. For instance, the success
of our intelligent platform for advertising, AlphaDesk, is highly dependent on our ability to
maintain strong collaborations with existing media suppliers, expand cooperation with them, and
establish new partnerships in the future. Any deterioration in these collaborations, adverse changes
in the business operations of our media resources suppliers, or failure to secure new partnerships
could materially and adversely affect our profitability and growth prospects.
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To retain and attract media resources suppliers, we must continuously enhance monetization
efficiency for them. If our media resources suppliers perceive that the revenue generated through
us is inadequate or that our services do not sufficiently improve their monetization outcomes, they
may reduce or terminate their cooperation with us. Given that our media resources suppliers are
typically not bound by long-term contracts, they have the flexibility to withdraw from or adjust their
business relationships with us at any time. If we lose media suppliers, we risk losing a portion or
all of the advertising traffic we rely on to serve our customers.
Furthermore, the functionality of our products and services needs to be realized through
commercial API interfaces, telecommunications infrastructure, cloud computing and other services
provided by our business partners such as media platforms and third-party technology service
providers. For example, our intelligent platform for advertising, AlphaDesk, connects with media
platforms through their data interfaces. If our system fails to remain compatible with mainstream
media platforms, we may be unable to access their ad resources and effectively manage ad
placements, thereby impacting the performance of our services.
To maintain compatibility, we must continuously upgrade our technologies and sustain
business and technical collaborations with customers, media resources suppliers, and other business
partners. However, if these partners refuse to integrate with our API interfaces or implement
technological updates that we are unable to accommodate, the development and performance of our
AI models may be adversely affected. This could, in turn, impact the effectiveness of our products
and solutions that rely on such data, leading to a deterioration in service quality and overall business
performance.
If we fail to maintain our collaborations with business partners in these fields, we may lose
our competitive edge, face difficulties in retaining and attracting customers, and experience a
decline in our market position, resulting in material and adverse impact on our business, financial
condition, and results of operations.
We may be adversely affected by unfavorable changes to rebate policies from media suppliers
or increased rebate pressure from customers.
We maintain incentive-based rebate arrangements with both customers and media resources
suppliers under our intelligent advertising services, which is an established industry practice
according to Frost & Sullivan. These rebate mechanisms are designed to encourage higher media
spending and foster long-term cooperation.
Our profitability depends, in part, on the net effect of these two flows of rebates.
If media platforms, or their resellers or agents, revise their rebate policies in ways that are
unfavorable to us, such as reducing rebate rates, raising minimum spend thresholds, shortening
rebate cycles, or modifying rebate eligibility or calculation criteria, our gross margin may be
negatively impacted. At the same time, to maintain customer loyalty or attract new customers in a
competitive environment, we may be required to offer higher rebates or other incentive
mechanisms, which could further compress our margins.
Any adverse changes to rebate arrangements, either from upstream media resources suppliers
or downstream customers, could materially and adversely affect our profitability, cash flow and
overall financial performance. In addition, if our rebate practices are perceived to be misaligned
with market standards or lack sufficient transparency, we may also be exposed to reputational or
regulatory risks.
Our results of operations are subject to seasonal fluctuations.
Our revenue, cash flow, operating results, and other key performance metrics may fluctuate
quarterly due to the seasonal nature of advertisers’ spending on advertising campaigns. Advertisers
typically adjust their budgets based on consumer spending trends and industry-specific events. For
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instance, e-commerce advertisers tend to allocate a larger portion of their advertising budgets
during holiday seasons and major shopping events when consumer spending is higher. Additionally,
advertising traffic costs tend to rise during peak seasons due to increased demand, which may affect
our margins and overall financial performance.
Historically, the second half, particularly the fourth quarter, has contributed the largest
proportion of our revenue, while the first quarter has generally accounted for a smaller portion.
Please see “Business — Seasonality” for more details. As a result, our quarterly financial results
may not be directly comparable to the corresponding periods in prior years, making it difficult to
predict our annual performance based on quarter-to-quarter trends.
While our historical revenue growth has masked the impact of seasonality, a slowdown in
growth or an increase in seasonal spending fluctuations could lead to greater variability in our
financial performance. If seasonal trends become more pronounced, they could have a material
impact on our revenue, cash flow, and operating results, potentially affecting our ability to maintain
stable business growth from period to period.
The decision-making AI application market in China is relatively new and evolving, and its
development or growth at a slower-than-expected pace could materially and adversely affect
our profitability and prospects.
Our business and future prospects depend on the continued development and expansion of the
decision-making AI application market in China. As this market is relatively new and evolving, its
growth is subject to various factors, many of which are beyond our control. These factors may
include technological advancements and the emergence of new business models, shifts in customer
requirements and market demand, the degree of adoption and acceptance of decision-making AI
applications as an effective marketing tool, changes in government regulations or policies affecting
the industry, and the overall growth trajectory of the global internet industry.
There is no assurance that the decision-making AI application market will continue to grow
at the anticipated pace, or at all. If the industry fails to sustain its growth, or if the market expands
more slowly than expected, our ability to scale our business and improve profitability may be
significantly constrained. In such circumstances, we may experience slower customer acquisition,
reduced demand for our solutions, and increasing competitive pressures, all of which could
materially and adversely affect our business, financial condition, results of operations, and
long-term prospects.
Our business is subject to complex and evolving laws and regulations, which may materially
and adversely affect our operations.
The decision-making AI application industry in which we operate is highly regulated, and we
are subject to an extensive range of laws, regulations, and industry standards governing various
aspects of our business, including cybersecurity and data protection, intellectual property,
advertising, marketing, electronic contracts and communications, telecommunications, and
taxation. As we introduce new services or expand into additional business areas, we may become
subject to additional legal and regulatory requirements, increasing the complexity of compliance
and the risk of government scrutiny.
These laws and regulations are constantly evolving and may be subject to substantial
revisions, which objectively need further clarification for us to interpret and implement particularly
in our rapidly developing industry. The introduction of new legislative proposals and regulatory
measures could impose additional compliance obligations, operational constraints, or financial
burdens, affecting our ability to maintain existing business models, expand service offerings, or
enter new markets. For details, see “Regulatory Overview.”
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Changes in the application, interpretation, or enforcement of existing regulations, or the
adoption of new laws and regulations, could lead to increased compliance costs, operational
disruptions, regulatory investigations, or monetary penalties. Any non-compliance with applicable
laws and regulations may expose us to legal claims, reputational harm, or restrictions on our
business activities, any of which could materially and adversely affect our financial condition,
results of operations, and long-term growth prospects.
We may face certain risks in collecting our trade receivables, and the failure to collect such
receivables in a timely manner could materially and adversely affect our business, financial
condition and results of operations.
We extend credit to our customers as part of our ordinary course of business, and accordingly,
are exposed to credit risks associated with our trade receivables. As of December 31, 2023, 2024
and 2025, the gross amount of our trade receivables were RMB262.0 million, RMB225.4 million
and RMB223.9 million, respectively. Our trade receivables turnover days were 142 days, 159 days
and 136 days, in 2023, 2024 and 2025, respectively. We recorded the balance of loss allowance on
trade receivables of RMB7.3 million, RMB7.2 million and RMB7.5 million for the same years,
respectively.
As our business continues to scale and our customer base grows, our trade receivables balance
may further increase, which may heighten our exposure to delayed payments or defaults. We
generally do not require collateral or other security from our customers in respect of such
receivables. Any failure by our customers to settle outstanding balances in a timely manner, or at
all, could result in higher impairment losses than previously anticipated. If our credit risk
assessment models fail to accurately predict payment defaults, or if macroeconomic conditions
change including due to rising interest rates, inflation, financial instability, or other events such as
the COVID-19 pandemic, our customers may experience liquidity shortages, become insolvent, or
seek to renegotiate their payment terms, which may adversely affect our ability to collect payments
due to us.
In certain cases, we may be required to initiate legal proceedings to recover overdue balances,
which could result in additional costs and divert management’s attention. Any significant delay or
failure in collecting our trade receivables may lead to a deterioration of our working capital
position, negatively affect our cash flows, and in turn, materially and adversely impact our business,
financial condition and results of operations.
Furthermore, we are required to manage and verify payments made by our customers in the
ordinary course of business. In 2022, we received two one-off payments from third parties on behalf
of customers, totaling RMB0.3 million. One was paid by a third party pursuant to a written
undertaking to fulfill the customer’s payment obligations, and the other by the customer’s parent
company. The arrangement involving third party was initiated by the customer, a well-known
international automotive brand owner, due to its internal business transfer arrangement, which made
it unable to complete the payment process within the expected settlement period. To ensure timely
settlement, the customer designated a third party to make the payment on its behalf and provided
us with a written confirmation stating that the payment made by such third party was for the
settlement of the original contractual transaction with us. The amount settled through this
arrangement accounted for a negligible portion of our total revenue in 2022. According to Frost &
Sullivan, it is not uncommon for such settlement arrangement in the decision-making AI application
market. Our PRC Legal Advisors have advised us that the entrusted payment does not contravene
any mandatory PRC laws and regulations, as PRC law does not prohibit payments made by a third
party on behalf of a contractual counterparty, provided that such arrangement is mutually agreed
upon by the relevant parties. Despite this, we neither encountered relevant disputes or financial loss,
nor had other similar arrangements during the Track Record Period and up to the Latest Practicable
Date.
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We may be exposed to compliance or operational risks if we fail to adequately identify and
verify the true source of payments. Any failure to properly assess and monitor customer payment
arrangements could adversely affect our business operations and reputation.
Any discontinuation or change in preferential tax treatment or government grants could
materially and adversely affect our business, financial condition, and results of operations.
Our Company was entitled to a preferential EIT rate of 15% during the Track Record Period,
as we were accredited as a “New High-tech Enterprise ( ৷อҦஔΆุ)” from 2019 to 2028. This
designation is subject to review by the relevant PRC tax authorities every three years, and there is
no assurance that we will successfully renew this qualification in the future. If we fail to maintain
our New High-tech Enterprise status, our applicable EIT rate may increase, leading to higher tax
liabilities, which could negatively impact our financial performance.
Furthermore, during the Track Record Period, our Company was entitled to an additional 75%
deduction of qualified research and development expenses incurred before October 1, 2022, and an
additional 100% deduction for those incurred after October 1, 2022, in accordance with the EIT Law
and its relevant regulations. The continuation of these tax incentives depends on prevailing
government policies, and we cannot assure that they will remain in effect. For further details, see
Note 7 to the Accountants’ Report in Appendix I of this prospectus.
In addition to preferential tax treatments, we receive government grants from time to time.
In 2023, 2024 and 2025, the government grants we recognized as other income were RMB2.5
million, RMB0.9 million, and RMB1.6 million, respectively. See “Financial Information —
Description of Key Items of Consolidated Statements of Profit or Loss and Other Comprehensive
Income — Other Income and Loss, Net.” However, there is no assurance that we will continue to
receive such government grants in the future.
We are exposed to foreign exchange risks arising from our business operations.
During the Track Record Period, we generated a substantial portion of our revenue and
incurred a substantial amount of cost of sales and operating expenses denominated in RMB.
However, we also conducted sales, purchases, and maintained cash balances in other currencies,
primarily USD, GBP , and EUR. As a result, fluctuations in the exchange rate of RMB against these
foreign currencies may expose us to foreign exchange risks.
The value of RMB against USD, GBP , EUR, and other currencies is subject to fluctuations
influenced by global political and economic conditions, monetary policies, trade relations, and
market demand for foreign exchange, all of which are beyond our control. Any depreciation of RMB
against these currencies could increase our cost of sales, operating expenses, and financial
obligations denominated in foreign currencies, thereby adversely affecting our financial condition
and results of operations. Conversely, any appreciation of RMB may impact the competitiveness of
our foreign currency-denominated revenues, potentially affecting our profitability.
We did not hedge our foreign exchange risk during the Track Record Period. For details, see
Note 22(d) to Accountants’ Report set out in Appendix I to this prospectus. Given the inherent
volatility in foreign exchange markets, any significant currency fluctuations could materially and
adversely impact our business, financial condition, and results of operations.
We may require additional capital to support or expand our business, and there is no
assurance that such capital will be available on acceptable terms, or at all.
Although we believe that our anticipated cash flows from operating activities, together with
cash on hand and net proceeds from the Global Offering, will be sufficient to meet our anticipated
working capital requirements and capital expenditures in the ordinary course of business for the
next twelve months, we cannot assure you that this will remain the case. Changes in market
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conditions, business performance, regulatory developments, or strategic initiatives may require us
to seek additional capital to sustain or expand our operations. In particular, if we pursue
opportunities for investments, acquisitions, or other strategic actions, our current cash resources
may be insufficient to support such endeavors.
Should we require additional capital, we may seek to issue equity or debt securities, or secure
credit facilities. However, the issuance of additional equity would result in dilution to our existing
shareholders, while incurring debt could increase our fixed financial obligations and impose
operational and financial covenants that may restrict our business activities. We have historically
used bank borrowings to partially finance our operations. There is no assurance that we will be able
to obtain additional financing in sufficient amounts or on commercially acceptable terms, or at all.
We may be subject to complaints, claims, regulatory actions, and legal proceedings, which
could materially and adversely affect our business, financial condition, results of operations,
and reputation.
In the ordinary course of our business operations, we may become involved in disputes,
claims, litigation, arbitration, regulatory investigations, or other legal proceedings from time to
time. These, whether initiated by customers, suppliers, business partners, competitors, employees,
regulatory authorities, or other third parties, may arise from a variety of matters, including
contractual disputes, intellectual property claims, regulatory compliance issues, employment
matters, or alleged breaches of laws and regulations.
Any ongoing or potential legal proceedings may divert management’s attention, consume
substantial time and financial resources, and create operational disruptions. Even if we ultimately
prevail, the associated negative publicity could harm our reputation and brand image, potentially
affecting our ability to attract and retain customers and business partners. In the event of an adverse
ruling, we may be required to pay substantial monetary damages, assume liabilities, or suspend or
terminate parts of our business operations, any of which could materially and adversely impact our
financial position.
Furthermore, regulatory scrutiny and enforcement actions could result in fines, penalties,
compliance obligations, or operational restrictions, which may impose additional costs and
negatively affect our long-term business prospects. Given the evolvement nature of legal and
regulatory environments, any material legal disputes or regulatory actions could have a material and
adverse effect on our business, financial condition, results of operations, liquidity, cash flows, and
future growth prospects.
Failure to comply with PRC laws and regulations on social insurance and housing provident
fund contributions may result in penalties and adversely affect our financial condition and
results of operations.
According to the Social Insurance Law of the PRC () and the
Administrative Regulations on the Housing Provident Fund of the PRC (ʮ
၍ଣૢԷ), we are required to make social insurance premium payments and contributions to
housing provident funds for our employees. During the Track Record Period and up to the Latest
Practicable Date, we did not fully comply with all PRC laws and regulations on social insurance and
housing provident fund contributions.
During the Track Record Period, we engaged third-party agencies to pay social insurance and
housing provident funds for certain of our employees, as we had not yet completed the
establishment procedures for our subsidiaries in the relevant regions. In 2023, 2024 and 2025, the
number of employees involved was 74, 58 and 45, respectively, with corresponding contribution
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amounts of approximately RMB1.5 million, RMB1.3 million and RMB0.6 million, respectively.
Pursuant to the PRC laws and regulations, we may be ordered to pay social insurance premium and
housing provident funds for our employees under our own accounts instead of making payments
under third-party accounts.
In addition, during the Track Record Period and up to the Latest Practicable Date, we did not
pay social insurance and housing provident fund contributions in full amount for certain employees.
Based on our estimate, the shortfall of our social insurance and housing provident fund
contributions during the Track Record Period amounted to RMB10.8 million, RMB11.0 million and
RMB10.5 million in 2023, 2024 and 2025, respectively. See “Business — Compliance and Legal
Proceedings — Compliance — Other Non-Compliance Incidents — Social Insurance and Housing
Provident Funds.”
In the event of any non-compliance with social insurance and housing provident fund
contribution, the relevant competent authorities may order the non-compliant party to pay the
outstanding amount within a certain period of time; failing to comply with which the relevant
competent authorities may apply for people’ court for enforcement. In the event of any
non-compliance with social insurance contribution, the relevant competent authorities may order
the non-compliant party to pay the outstanding amount within a certain period of time and impose
an overdue fee amounting to 0.05% of the outstanding amount per day, failing to comply with which
the relevant competent authorities may further impose a fine amounting to no less than one time but
less than three times the outstanding amount.
As a result, we may be required by competent authorities to rectify, and pay the outstanding
amount, and could be subject to late payment penalties or enforcement application made to the court
or further subject to a fine or penalty. We may incur additional expenses to comply with such laws
and regulations.
We are subject to risks relating to our leased properties.
As of the Latest Practicable Date, we had not registered two of our lease agreements with the
relevant PRC government authorities. Properties under these non-registered lease agreements are
used as our offices. If we fail to complete or timely complete such lease registration upon the
housing authorities’ request, we may face fines on each unregistered lease agreement. For details
of the legal defects of our leased properties, see “Business — Properties.”
As advised by our PRC Legal Advisors, failure to register an executed lease agreement will
not affect its legality, validity or enforceability. However, we may be subject to a fine of no less than
RMB1,000 and not exceeding RMB10,000 for each unregistered lease agreement if the relevant
PRC government authorities require us to rectify and we fail to do so within the prescribed time
period. We estimate that the maximum penalty we may be subject to for these unregistered lease
agreements will be approximately RMB20,000. We are not aware of any material claims or actions
being contemplated or initiated by government authorities, property owners or any other third
parties with respect to our leasehold interests in or use of such properties.
However, we cannot assure you that our use of such leased properties will not be challenged
in the future. In the event that our use of properties is successfully challenged, we may be forced
to relocate the affected operations. We cannot assure you that we will be able to find suitable
replacement sites on terms acceptable to us on a timely basis, or at all, or that we will not be subject
to material liabilities resulting from third parties’ challenges on our leasehold interests. As a result,
our business, financial condition and results of operations may be materially and adversely affected.
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Any non-compliance with applicable anti-bribery and anti-corruption laws, or other forms of
illegal acts, misconduct, errors or omissions by our employees or business partners may
materially and adversely affect our reputation, business operations, and financial condition.
Our business operations are subject to anti-bribery and anti-corruption laws and regulations
in the PRC and other applicable jurisdictions, which prohibit companies and their intermediaries
from offering, promising, or providing improper benefits to government officials or third parties for
the purpose of obtaining or retaining business advantages. Even though we did not experience any
non-compliance incident in relation to applicable anti-bribery and anti-corruption laws and
regulations during the Track Record Period and up to the Latest Practicable Date, we are also
exposed to risks arising from fraud, theft, misconduct, or other unethical behavior committed by
employees, suppliers, customers, or other third parties, any of which could have a material adverse
impact on our business operations and financial condition. Misconduct may take various forms,
including fraudulent activities, misrepresentation, embezzlement, or conflicts of interest, all of
which could undermine our internal controls, financial integrity, and overall operational stability.
In particular, under our intelligent advertising services, we maintain incentive-based rebate
arrangements with both media resources suppliers and customers. These arrangements may give rise
to situations where employees engage in improper conduct during rebate negotiation or settlement
processes for personal gain. Additionally, we may also face the risk that employees responsible for
procurement may engage in bribery, corruption, or kickback schemes with suppliers, leading to
inflated costs or the procurement of services that fail to meet our requirements or standards. Such
unethical conduct could compromise our product quality, damage customer trust, and expose us to
regulatory scrutiny or legal liability. There is no assurance that we will be able to prevent, detect,
or deter all instances of misconduct, whether past, present, or future.
If any non-compliance with applicable anti-bribery or anti-corruption laws and regulations,
illegal acts, misconduct, error, or omission occurs, whether by our employees, suppliers, or other
business partners, it could result in financial losses, operational disruptions, regulatory
investigations, or reputational damage. Negative publicity or a loss of confidence in our corporate
integrity could further impact our customer relationships, business partnerships, and long-term
growth prospects. Any such events could materially and adversely affect our business, financial
condition, and results of operations.
Increasing focus with respect to environmental, social and governance (“ESG”) matters may
impose additional compliance requirements and operational costs on us, and failure to meet
evolving expectations could materially and adversely affect our business, financial condition
and results of operations.
In recent years, there has been a growing emphasis from governments, investors, business
partners, and the general public on corporate performance with respect to ESG matters, including
climate change, energy efficiency, data privacy, labor practices, and board diversity. As public
awareness and regulatory scrutiny surrounding ESG issues continue to intensify, we may face
increasing pressure to align our operations with evolving ESG-related expectations, even where
such standards are not yet mandatory.
In particular, institutional investors, investment funds, and shareholder advocacy groups have
placed heightened importance on the social and environmental impact of their investments. Any
perceived shortcoming in our ESG policies or practices could expose us to reputational risks,
reduced investor confidence, or diminished access to capital markets. In addition, new or tightened
ESG-related regulations may increase our operating and compliance costs, require us to modify our
business strategies, or necessitate additional resource allocation to areas such as disclosure,
reporting, and internal oversight.
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Failure to adequately respond to changes in ESG expectations, whether regulatory, market-
driven, or social, could adversely affect our customer relationships, employee engagement, and
business partnerships. Furthermore, if we are perceived as lagging behind peers or industry
benchmarks in ESG performance, our competitive positioning and brand reputation may be
negatively impacted.
There can be no assurance that our efforts to promote responsible business practices and
improve our ESG framework will meet all evolving stakeholder expectations or shield us from
ESG-related risks. For more information about our ESG policies and practices, please see “Business
— Environmental, Social and Governance (“ ESG”).”
Our insurance coverage is limited and may not be sufficient to cover all of our potential losses.
We maintain insurance policies that we consider to be in line with market practice and
adequate for our business. See “Business — Insurance.” However, there can be no assurance that
our insurance coverage is sufficient to cover all potential risks that may arise from our business
operations, or to compensate us for all our actual losses that may incur from business activities. If
we were to incur substantial losses and liabilities that are not covered by our insurance policies, we
could suffer significant costs and diversion of our resources, which could have a material adverse
effect on our business, financial condition and results of operations. Furthermore, we may not be
able to obtain coverage at current levels, and the premium on our insurance coverage may increase
significantly in the future, which may also adversely affect our business, financial condition and
results of operations.
Economic and market conditions beyond our control could adversely affect our business,
financial condition and operating results.
Our business performance is closely tied to global economic conditions, and any deterioration
in macroeconomic stability, market volatility, or customer confidence may lead to a reduction in
sales and overall demand for our products and services. Economic downturns, recession fears, or
weakened consumer sentiment could materially and adversely affect our business, financial
condition, and results of operations.
Disruptions in global financial markets, including sovereign debt crises, banking crises, or
liquidity constraints, could significantly impact the availability and cost of financing for businesses,
including us. Renewed financial instability affecting the banking system, capital markets, or foreign
exchange rates may restrict our ability to obtain credit from financial institutions or raise capital
through equity or debt financing on commercially reasonable terms, or at all. Such limitations could
hinder our ability to fund operations, invest in growth opportunities, or meet financial obligations,
adversely affecting our long-term business prospects.
There is also uncertainty regarding the long-term effects of monetary and fiscal policies
implemented by central banks and financial regulators in major economies. Changes in interest
rates, inflationary pressures, currency fluctuations, and fiscal policies may introduce further
instability, impacting global economic conditions. Additionally, ongoing concerns over geopolitical
tensions, trade policies, international treaties, government regulations, and tariffs could disrupt
supply chains, cross-border trade, and market accessibility, affecting our operations and financial
performance.
Unexpected regulatory changes, shifts in fiscal policies, or a decline in economic growth
expectations could negatively impact our customer base, cost structures, and revenue-generating
capabilities, potentially leading to a material adverse effect on our business, financial condition, and
results of operations.
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Our business may be materially and adversely affected by outbreaks of contagious diseases.
Our business, financial condition, and results of operations may be materially and adversely
affected by force majeure events, natural disasters, or outbreaks of epidemics and contagious
diseases, such as the COVID-19 pandemic, avian influenza, severe acute respiratory syndrome
(SARS), H1N1 influenza, or Ebola virus. The occurrence of a major epidemic or public health crisis
could significantly disrupt economic activities, global supply chains, and market stability,
potentially leading to a reduction in business activity and consumer demand in affected areas, which
may, in turn, negatively impact our business operations. To varying degrees, our business had been
affected by the COVID-19 outbreak, during which some of our customers tightened their marketing
budgets, leading to reduced or paused procurements from us. Additionally, in March and May 2022,
our Shanghai and Beijing offices were temporarily closed due to the COVID-19 pandemic. While
most of our employees were able to work remotely, the office closures directly affected the ability
of our sales personnel to carry out offline activities, resulting in the suspension of certain sales
efforts and, in turn, disruptions to our sales execution during those periods.
RISKS RELATING TO DOING BUSINESS IN THE JURISDICTIONS WHERE WE
OPERATE
Changes in the economic, political, social or regulatory conditions could have a material effect
on our business and prospects.
We generate a substantial portion of our revenue from the PRC. Substantially all of our
businesses, assets and operations are located in the PRC. As a result, our business, financial
condition and results of operations are subject, to a significant degree, to the economic, political,
social and regulatory environment in the PRC.
The PRC government regulates the economy and the industries by imposing industrial policies
and regulating the macroeconomy through fiscal and monetary policies. During the past few
decades, the PRC government has taken various actions to promote market economy and the
establishment of sound corporate governance in business entities. Our performance has been and
will continue to be affected by the Chinese economy, which in turn is influenced by the global
economy. While the Chinese economy has experienced significant growth over the past decades, the
uncertainties relating to the global economy as well as the political environment in various regions
of the world will continue to impact the economic growth in the PRC.
We are unable to predict all the risks that we face as a result of current economic, political,
social and regulatory developments and many of these risks are beyond our control. All such factors
may materially and adversely affect our business operations and financial performance.
Failure to respond to developments in the legal system may subject our business and financial
performance to risks.
We primarily conduct our business in the PRC, which is governed by the PRC laws and
regulations. Some of the current laws and regulations are relatively new and may be amended and
enforced in the future, which may affect our judgment on the relevance of legal requirements and
the value of your investment.
Meanwhile, the PRC legal system, which is based on written statutes, continues to evolve in
response to changing economic and other conditions. Some enforcement policies, including those
regulating the decision-making AI application industry, also evolve continuously with the
development of social and economic environment in China. Any enforcement actions against us
could have a material adverse impact on us. Any litigation or enforcement proceedings may result
in substantial cost and diversion of management attention and other resources, negative publicity,
and damage to reputation. We are required to constantly keep ourselves up-to-date on the latest
laws, regulations, rules and policies applicable to us. However, we may not be aware of violation
of the newly promulgated or amended laws, regulations, rules and policies until such violation has
occurred.
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In addition, we also operate overseas subsidiaries in jurisdictions including the United
Kingdom, the United States, and Singapore, which subjects us to local laws and regulations in these
countries or regions. The legal and regulatory systems in these jurisdictions differ materially from
those in the PRC, and our familiarity with and ability to adapt to such requirements may be limited.
For instance, evolving data privacy and cybersecurity regulations impose stringent obligations on
data collection, storage, cross-border transfer, and user consent mechanisms. Future amendments to
these regulations, including expanded scope of regulated activities, such as restrictions on
algorithmic decision-making transparency, or heightened compliance thresholds, such as mandatory
data localization, may require us to modify our technical infrastructure, redesign business
processes, or allocate additional resources to compliance. Such adjustments could lead to increased
operational costs, delays in market expansion, potential penalties, suspension of business licenses,
or even forced exit from certain markets, any of which would materially and adversely affect our
overseas operations, financial condition, and global growth prospects.
We are subject to the risks associated with international trade policies, geopolitics and trade
protection measures, and our business, financial condition and results of operations could be
adversely affected.
Our operations may be negatively affected by geopolitical challenges. For example, the U.S.
Department of Commerce, Bureau of Industry and Security (“ BIS”) through the Export
Administration Regulations maintains, amongst others, a list of names of certain foreign persons,
including businesses, research institutions, governmental and private organizations, individuals and
other types of legal persons (the “ Entity List ”), to impose specific export control restrictions. The
criteria for inclusion on the Entity List have evolved over time and currently include activities that
BIS determines to be contrary to U.S. national security or foreign policy interests, as well as certain
activities sanctioned or otherwise addressed by other U.S. government agencies. In recent years,
BIS has added a number of companies and institutions, including certain China-based entities, to
the Entity List. During the Track Record Period, we generated revenue from a customer listed on
the Entity List (the “ targeted customer ”), which accounted for 0.3%, 0.2% and 0.2% of our total
revenue in 2023, 2024 and 2025, respectively. As advised by our International Sanctions Legal
Advisors, during the Track Record Period and up to the Latest Practicable Date, our transaction with
the targeted customer had not violated any U.S. export-control restrictions or other U.S. sanctions
measures, and our exposure to U.S. export-control and related sanctions risks is remote. In addition,
given that (i) the services and products we provide to the targeted customer primarily comprised
digital media placement management services and certain data-management and advertising
platform solutions, which are not subject to the Export Administration Regulations , (ii) the core
technologies used in relation to our offerings to the targeted customer are self-developed and do not
involve any U.S.-origin or otherwise controlled technology or software, and (iii) the relevant
transactions were limited in scale and accounted for an immaterial portion of our Group’s total
revenue during the Track Record Period, our Directors are of the view that the sanction-related risks
associated with our transaction with the targeted customer are remote. Accordingly, we have not
ceased providing services to the targeted customer.
However, such restrictions, and similar or more expansive restrictions that may be imposed by
the United States or other jurisdictions in the future, which may be difficult or costly to comply with
and may materially and adversely affect our business relationship with such customers. 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.
Moreover, since April 2, 2025, the U.S. government has introduced a series of tariff policies,
exerting substantial adverse effects on trade relationship between China and the U.S. as well as the
global trade landscape. The future trajectory of these tariff measures and the broader trade
relationship between China and the U.S. remains uncertain and subject to change depending on
ongoing trade negotiations and geopolitical developments.
RISK FACTORS
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During the Track Record Period and up to the Latest Practicable Date, we did not derive any
revenue from the sale of products or services to the U.S. market. While some of our customers are
U.S.-based multinational companies, the services we provide to them are fully performed within the
PRC and relate solely to advertising or data services targeting the PRC market. We do not export
any goods or cross-border digital services to the U.S.. In light of recent developments in U.S.-China
trade relations, the U.S. government announced on October 10, 2025 that it plans to impose an
additional 100% tariff on certain imports from China, effective from November 1, 2025. This came
after earlier reductions, including the lowering of the so-called “reciprocal” tariff to 10% on May
14, 2025. Moreover, effective November 10, 2025, the U.S. lowered tariffs on certain Chinese
imports by 10%. In a related move, the U.S. will also maintain its suspension of heightened
reciprocal tariffs on Chinese imports until November 10, 2026. While the ultimate implementation
of some of these measures remains uncertain, and subsequent announcements have modified or
extended tariff-related relief, our Group currently does not derive any material revenue from
exports to the U.S. market. Given (i) our services are rendered entirely within the PRC for
customers targeting the domestic market, and (ii) our revenue is not dependent on access to, or sales
in, the U.S. market, our Directors are of the view, and the Sole Sponsor concurs, that such tariff
adjustments have not had, and are not expected to have, any material adverse impact on our business
operations or financial performance.
Although our business is not directly involved in the manufacturing or cross-border trade of
physical goods, we serve multinational corporations across the consumer goods and technology
sectors that may be adversely impacted by increased tariffs. In response to higher operating costs
and global supply chain disruptions, some of these customers may delay or reduce discretionary
spending, including their marketing and digital transformation budgets. Any such reduction in
customer demand could materially and adversely affect our revenue growth, business operations,
and financial performance.
In addition, continued tariff actions may aggravate broader macroeconomic and geopolitical
tensions, leading to increased currency volatility. Significant fluctuations in exchange rates may
result in foreign exchange losses for our international operations and could adversely affect the
financial results of our overseas subsidiaries, including iPinY ou US. In extreme scenarios,
uncertainty over trade policies could also affect liquidity in international capital markets,
potentially impacting our access to foreign financing or the ability to execute overseas expansion
plans. See “Business — Risk Management and Internal Control — Internal Control Risk
Management” for more details of our internal control policies regarding sanctions and export
controls.
The timing, scope, enforcement, and duration of these tariff measures remain uncertain and
are subject to change depending on ongoing trade negotiations and geopolitical developments. If
such policies are further expanded or prolonged, our international business activities, cross-border
customer engagements, and profitability may be materially and adversely affected.
Investors of our H Shares may become subject to PRC taxation liability on dividends received
from us and gains from the disposition of our H Shares.
Individual holders of H Shares who are not residents of the PRC and whose names appear on
the register of members of H Shares (the “ Non-PRC Resident Individual Holders ”), are subject
to PRC taxation liability on dividends received from us. Pursuant to the Circular on Questions
Concerning the Collection of Individual Income Tax Following the Repeal of Guo Shui Fa [1993]
No. 045 (਷೼೯[1993]045) dated June 28,
2011 and issued by the STA, the tax rate applicable to dividends paid to Non-PRC Resident
Individual Holders of H Shares varies from 5% to 20% (usually 10%), depending on whether there
is any applicable tax treaty between the PRC and the jurisdiction in which the Non-PRC Resident
Individual Holder of H Shares resides, as well as the tax arrangement between the PRC and Hong
Kong. Non-PRC Resident Individual Holders who reside in jurisdictions that have not entered into
tax treaties with the PRC are subject to a 20% withholding tax on dividends received from us.
Meanwhile, under the Individual Income Tax Law of the PRC ()
and its implementation regulations, Non-PRC Resident Individual Holders of H Shares are subject
to individual income tax at a rate of 20% on gains realized upon the sale or other disposition of H
Shares.
RISK FACTORS
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However, pursuant to the Circular Declaring that Individual Income Tax Continues to be
Exempted over Income of Individuals from Transfer of Shares (੻ᘱᚃᅲе
) issued by the MOF and the STA on March 30, 1998, gains of individuals
derived from the transfer of listed shares of enterprises may be exempt from individual income tax.
Any collection of such tax in the future may materially and adversely affect the value of such
individual holders’ investments in H Shares.
Under the Enterprise Income Tax Law of the PRC () (the
“EIT Law ”) and its implementation regulations, a non-PRC resident enterprise is generally subject
to enterprise income tax at a rate of 10% with respect to its PRC-sourced income, including
dividends derived from a PRC company and gains derived from the disposition of equity interests
in a PRC company. This rate may be reduced under applicable double tax treaty or arrangement
between the PRC and the jurisdiction in which the non-PRC resident enterprise resides. Pursuant
to the Circular on Questions Concerning Withholding of Enterprise Income Tax for Dividends
Distributed by Resident Enterprises in the PRC to Non-resident Enterprises Holding H-shares of the
Enterprises (͏ΆุΣྤ̮H੻೼Ϟᗫਪ
) promulgated by the STA on November 6, 2008, we intend to withhold tax at 10% from
dividends payable to non-PRC resident enterprise holders of H Shares (including HKSCC
Nominees). Non-PRC resident enterprises that are entitled to a reduced withholding rate under an
applicable tax treaty or arrangement could apply to the PRC tax authority for a refund of the
excessive amount withheld, and payment of such refund will be subject to the approval from the
PRC tax authority. If such tax is collected, the value of such non-PRC resident enterprise holders’
investments in H Shares may be materially and adversely affected.
Payment of dividends is subject to conditions under the PRC laws.
Dividends may be paid only out of distributable profits pursuant to the stipulation of the PRC
laws. Distributable profits are defined as our profits after taxes as determined under the PRC GAAP
or IFRS Accounting Standards (whichever is lower) less any recovery of accumulated losses and
appropriations to statutory and other reserves that we are required to make. As a result, we may not
have sufficient, if any, distributable profits to enable us to make dividend distributions to our
Shareholders in the future, including periods for which our financial statements indicate that our
operations have been profitable. Any distributable profits not distributed in a given period are
retained and available for distribution in subsequent periods.
Moreover, as the calculation of distributable profits under the PRC GAAP is different from the
calculation under IFRS Accounting Standards in multiple respects, our subsidiaries may not have
distributable profits as determined under the PRC GAAP , even if they have profits for that period
as determined under IFRS Accounting Standards, or vice versa. Accordingly, we may not receive
sufficient distributions from our subsidiaries.
Failure by our subsidiaries to pay dividends to us could adversely affect our cash flow and our
ability to make dividend distributions to our Shareholders in the future, including those periods in
which our financial statements indicate that our operations have been profitable.
Fluctuations in exchange rates could result in foreign currency exchange losses.
We expect that substantially all of our revenue will be denominated in Renminbi. A portion
of our revenue may be converted into other currencies in order to meet our foreign currency
obligations. For example, we need to obtain foreign currency to make payments of declared
dividends, if any, on our H Shares. Under the existing PRC laws and regulations on foreign
exchange, following the completion of the Global Offering, we will be able to make dividend
payments in foreign currencies by complying with certain procedural requirements and without
prior approval from the SAFE.
RISK FACTORS
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Fluctuations in the exchange rate of Renminbi against Hong Kong dollar, U.S. dollar and other
foreign currencies are affected by, among other things, the changes in domestic and international
political, economic conditions and monetary policies. The proceeds from the Global Offering will
be received in Hong Kong dollars. As a result, any appreciation of the Renminbi against the U.S.
dollar, the Hong Kong dollar or any other foreign currencies may result in the decrease in the value
of our proceeds from the Global Offering. Conversely, any depreciation of the Renminbi may
adversely affect the value of, and any dividends payable on, our H Shares in foreign currency. In
addition, there are limited instruments available for us to reduce our foreign currency risk exposure
at reasonable costs. There can be no assurance that our business, financial condition and results of
operations would not be adversely affected by the fluctuation in exchange rates in the future.
Any of these factors could materially and adversely affect our business, financial condition,
results of operations and prospects, and could reduce the value of, and dividends payable on, our
H Shares in foreign currency terms.
The remittance of Renminbi into and out of the PRC and government regulations on currency
conversion may affect our ability to pay dividends and other obligations, and affect the value
of your investment.
The PRC government requires that the convertibility of Renminbi into foreign currencies must
be subject to certain regulatory procedures, and under certain circumstances, remittances out of the
PRC are also subject to certain regulatory procedures. We may convert a portion of our revenue into
other currencies to meet our foreign currency obligations. Shortages in the availability of foreign
currency may affect our ability to remit sufficient foreign currency, or otherwise satisfy our foreign
currency-denominated obligations.
Under the existing PRC foreign exchange regulations, payments of current account items,
including profit distributions, interest payments and trade and service-related foreign exchange
transactions, can be made in foreign currencies without prior SAFE approval by complying with
certain procedural requirements. However, approval from or registration with competent
government authorities is required where Renminbi is to be converted into foreign currency and
remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign
currencies. If we are not able to obtain sufficient foreign currencies to satisfy our foreign currency
demands, we may not be able to pay dividends in foreign currencies to our Shareholders.
Y ou may experience difficulties in effecting service of the legal process upon us and our
management and seeking recognition and enforcement of judgments against them across
jurisdictions.
The legal systems across different jurisdictions vary significantly. Therefore, the effecting
service of legal process and the process of recognizing and enforcing any judgments may be
different across jurisdictions and are subject to treaties or arrangements providing for the
recognition and enforcement of judgments made by courts of other jurisdictions.
As a result, investors may experience difficulties in effecting service of process and/or
recognizing and enforcing any judgments for disputes brought in other jurisdictions. We are a
company incorporated under the laws of the PRC, and substantially all of our assets are located in
the PRC. Substantially all of our Directors, Supervisors and senior management reside within the
PRC, and the assets of our Directors, Supervisors and senior management are likely to be located
within the PRC. As a result, it may be difficult for you to effect service of process within Hong
Kong SAR, the United States or elsewhere outside the PRC upon us or these persons, or to bring
an action in Hong Kong SAR against us or these individuals. Moreover, the PRC has not entered
into treaties with certain other jurisdictions that provide for the reciprocal recognition and
enforcement of judicial rulings and awards.
RISK FACTORS
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An original action may only be brought in the PRC against us or our Directors, Supervisors
and senior management if the actions are not required to be arbitrated by the PRC laws and upon
satisfaction of the conditions for commencing a cause of action pursuant to the civil procedure laws
in the PRC.
RISKS RELATING TO THE GLOBAL OFFERING
There has been no prior public market for our H Shares, and the liquidity and market price
of our H Shares following the Global Offering may be volatile.
No public market currently exists for our H Shares. The initial Offer Price for our H Shares
to the public will be the result of negotiations between our Company and the Sponsor-Overall
Coordinator (on behalf of the Underwriters), and the Offer Price may differ significantly from the
market price of the H Shares following the Global Offering. We have applied to the Hong Kong
Stock Exchange for the listing of, and permission to deal in, the H Shares. A listing on the Hong
Kong Stock Exchange, however, does not guarantee that an active and liquid trading market for the
H Shares will develop, or if it does develop, that it will be sustained following the Global Offering,
or that the market price of the H Shares will not decline following the Global Offering.
In addition, the trading price and trading volume of our H Shares may be subject to significant
volatility in response to various factors, including:
 variations in our operating results;
 unexpected business interruptions resulting from natural disasters or outbreaks of
contagious diseases;
 changes in financial estimates by securities analysts;
 announcements made by us or our competitors;
 investors’ perception of us and of the investment environment in regions where we
operate;
 developments in the global and PRC decision-making AI application industry;
 changes in pricing made by us or our competitors;
 acquisitions by us or our competitors;
 the depth and liquidity of the market for our H Shares;
 additions to or departures of, our executive officers and other members of our senior
management;
 release or expiry of lock up or other transfer restrictions on our H Shares;
 developments in laws and regulations in regions where we operate; and
 political, economic, financial and social developments in regions where we operate and
in the global economy.
It is possible that our H Shares may be subject to changes in price not directly related to our
performance and as a result, investors in our H Shares may suffer substantial losses.
RISK FACTORS
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The conversion of Unlisted Shares into H Shares could increase the supply of H Shares in the
market, which may negatively impact the market price of H Shares.
According to the stipulations by the CSRC and the Articles of Association, our Unlisted
Shares may be converted into H Shares and such converted H Shares may be listed or traded on an
overseas stock exchange, provided that prior to the conversion and trading of such converted shares,
the requisite internal approval processes have been duly completed and the filing with the CSRC
has been completed. In addition, such conversion, trading and listing must comply with the
regulations prescribed by the CSRC and the regulations, requirements and procedures prescribed by
the relevant overseas stock exchange. We have applied for the listing of all of our Unlisted Shares
on the Hong Kong Stock Exchange as H Shares in advance of any proposed conversion to ensure
that the conversion process can be completed promptly upon notice to the Hong Kong Stock
Exchange and delivery of shares for entry on the H Share register. This could increase the supply
of H Shares in the market, and future sales, or perceived sales, of the converted H Shares may
adversely affect the trading price of H Shares.
Our Controlling Shareholders hold a relatively low percentage of our Shares, and potential
changes in our Shareholder composition may affect our corporate governance and business
stability.
As of the Latest Practicable Date, our Company was directly held as to approximately 20.96%
and 14.77% by Ms. Huang and Mr. Xie, respectively. Pursuant to an acting-in-concert agreement
entered into between Ms. Huang and Mr. Xie on July 13, 2016, they agreed to, for so long as they
are Shareholders of our Company, communicate thoroughly to reach a consensus as to how to
exercise their voting rights in our Company and act in concert by aligning their votes at the relevant
Shareholders’ meetings. Immediately upon completion of the Global Offering, Ms. Huang and Mr.
Xie will together be entitled to exercise the voting rights attaching to approximately 32.15% of the
enlarged total issued share capital of our Company.
If the Controlling Shareholders further sell their Shares or our Company issue additional new
Shares in the future, the Controlling Shareholders’ control over our Company could be
compromised. This may result in instability in the corporate governance structure, reduced
efficiency in material operational decision-making, or potentially trigger a mandatory general offer
under the Takeovers Code, all of which could adversely affect the share price and business stability
of our Company.
Furthermore, certain of our existing Shareholders are institutional or financial investors who
may have different investment strategies or liquidity considerations. There is no assurance that they
will remain as our Shareholders after the Listing. If any of these Shareholders were to substantially
reduce or dispose of their shareholdings, or if the market perceives such a possibility, it could lead
to changes in our shareholding structure, cause fluctuations in the trading price of our H Shares,
adversely affect investor confidence, or potentially impact our business stability and financing
flexibility.
As the Offer Price of our H Shares is higher than the consolidated net tangible assets per Share
immediately prior to the Global Offering, purchasers of our H Shares in the Global Offering
may experience an immediate dilution.
Our existing Shareholders will receive an increase in the pro forma adjusted consolidated net
tangible assets per Share of their H Shares.
RISK FACTORS
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There can be no assurance that if we were to immediately liquidate after the Global Offering,
any assets will be distributed to Shareholders after the creditors’ claims. To expand our business,
we may consider offering and issuing additional H Shares in the future. Purchasers of Offer Shares
may experience dilution in the net tangible assets per Share of their H Shares if we issue additional
H Shares in the future at a price which is lower than the net tangible assets per Share at that time.
Future sales or perceived sales of substantial amounts of our securities in the public market,
including any future public offering in the PRC, could have a material adverse effect on the
prevailing market price of our H Shares and our ability to raise additional capital in the
future, or may result in dilution of your shareholdings.
Future sales of substantial amounts of our H Shares or other securities relating to our H Shares
in the public market, or the issuance of new H Shares or other securities relating to our H Shares,
or the perception that such sales or issuances may occur could all cause a decline in the market price
of our H Shares. Future sales, or perceived sales, of substantial amounts of our securities or other
securities relating to our H Shares, including part of any future offerings, could also materially and
adversely affect the prevailing market price of our H Shares and our ability to raise capital in the
future at a time and at a price which we deem appropriate.
We have significant discretion as to how we will use the net proceeds from the Global Offering,
and you may not necessarily agree with how we use them.
Our management may use the net proceeds from the Global Offering in ways that you may not
agree with or that do not yield favorable returns for our Shareholders. For details of our intended
use of proceeds from the Global Offering, see “Future Plans and Use of Proceeds.” Our management
will have discretion as to the actual utilization of the net proceeds within the disclosed scope of
planned usage. Y ou are entrusting your funds to our management, upon whose judgment you must
depend for the specific uses we will make of the net proceeds from the Global Offering.
We may not pay any dividends on our H Shares.
We cannot guarantee when and in what form dividends will be paid on our H Shares following
the Global Offering. The declaration of dividends is proposed by the Board and is based on, and
limited by, various factors, including, without limitation, our business and financial performance,
capital and regulatory requirements, general business conditions and other factors that our Directors
consider relevant. We may not have sufficient or any profits to enable us to make dividend
distributions to our Shareholders in the future. See “Financial Information — Dividends.”
Certain facts, forecasts and statistics contained in this prospectus are derived from various
official sources and may not be complete or up to date.
We have derived certain facts and other statistics in this prospectus, particularly the section
headed “Industry Overview,” from information provided by the government. While we have taken
reasonable care in the reproduction of the information, the information from official government
sources has not been prepared or independently verified by us, the Sole Sponsor, the Underwriters
or any of our or their respective affiliates or advisors, and, therefore, we cannot assure you as to
the accuracy and reliability of such facts and statistics, which may not be consistent with other
information compiled inside or outside the PRC. Y ou should consider carefully how much weight
or importance you should attach to or place on such information or statistics.
Forward-looking statements contained in this prospectus are subject to risks and
uncertainties.
This prospectus contains forward-looking statements with respect to our business strategies,
operating efficiencies, competitive positions, and growth opportunities for existing operations,
plans and objectives of management, certain pro forma information and other matters.
RISK FACTORS
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The words “will,” “would,” “estimate,” “expect,” “anticipate,” “plan,” “aim,” “going
forward,” “believe,” “may,” “intend,” “ought to,” “continue,” “project,” “should,” “seek,”
“potential” and the negative of these words and other similar expressions identify a number of these
forward-looking statements. These forward-looking statements, including, among others, those
relating to our future business prospects, capital expenditure, cash flows, working capital, liquidity
and capital resources are necessary estimates reflecting the best judgment of our Directors,
Supervisors and management and involve a number of risks and uncertainties that could cause
actual results to differ materially from those suggested by the forward-looking statements. As a
consequence, these forward-looking statements should be considered in light of various important
factors, including those set out in “Risk Factors” in this prospectus. Accordingly, such statements
are not a guarantee of future performance, and you should not place undue reliance on any
forward-looking information. All forward-looking statements in this prospectus are qualified by
reference to this cautionary statement.
If securities or industry analysts do not publish research or reports about our business, or if
they adversely change their recommendations, the market price and trading volume may
decline.
The trading market for our H Shares will be influenced by research or reports that industry or
securities analysts publish about us or our business. If one or more analysts who cover us
downgrade our H Shares or publish negative opinions about us, the market price for our H Shares
would likely decline regardless of the accuracy of the information. If one or more of these analysts
cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the
financial markets, which in turn could cause the market price or trading volume of our H Shares to
decline.
Y ou should read the entire prospectus carefully and we strongly caution you not to place any
reliance on any information contained in press articles or other media regarding us or 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 prospectus, there may
have been press and media coverage regarding us and the Global Offering. Such press and media
coverage may include references to certain information that does not appear in this prospectus,
including certain operating and financial information and projections, valuations and other
information. We have not authorized the disclosure of any such information in the press or media
and do not accept any responsibility for any such press or media coverage or the accuracy or
completeness of any such information or publication. We make no representation as to the
appropriateness, accuracy, completeness or reliability of any such information or publication. To the
extent that any such information is inconsistent or conflicts with the information contained in this
prospectus, we disclaim responsibility for it, and you should not rely on such information.
RISK FACTORS
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In preparation for the Listing, our Company has applied for the following waivers from strict
compliance with the relevant provisions of the Listing Rules.
MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rule 8.12 of the Listing Rules, we must have a sufficient management presence
in Hong Kong. This normally means that at least two of our executive Directors must be ordinarily
resident in Hong Kong. Rule 19A.15 of the Listing Rules further provides that the requirement in
Rule 8.12 of the Listing Rules may be waived by having regard to, among other considerations, our
arrangements for maintaining regular communication with the Stock Exchange.
In addition, the Guide for New Listing Applicants provides that the listing applicant should
normally have the following arrangements for maintaining regular communication with the Stock
Exchange for the purpose of its granting waiver from strict compliance with the requirements under
Rule 8.12 of the Listing Rules: (a) the authorized representatives of the listing applicant will act as
the principal channel of communication with the Stock Exchange; (b) the authorized representatives
of the listing applicant should have means for contacting all its directors promptly at all times as
and when the Stock Exchange wishes to contact the directors on any matters; (c) each director of
the listing applicant 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; (d) the compliance advisor(s) of the listing applicant will act as an additional channel of
communication with the Stock Exchange; and (e) each director of the listing applicant will provide
their respective mobile phone numbers, office phone numbers, email addresses and fax numbers to
the Stock Exchange.
Since substantially all of the business operations of our Group are managed and conducted
outside of Hong Kong, and all of our executive Directors ordinarily reside in the PRC, we do not
have, and for the foreseeable future will not have, sufficient management presence in Hong Kong
for the purpose of satisfying the requirement under Rules 8.12 and 19A.15 of the Listing Rules. The
Directors consider that either by means of relocation of our existing executive Directors or
appointment of additional executive Directors who will be ordinarily resident 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 the requirements under Rules 8.12 and
19A.15 of the Listing Rules subject to the following conditions to maintain regular and effective
communication between the Stock Exchange and us:
(a) we have appointed Mr. Y ang Zhuo ( เՙ), one of our executive Directors, and Ms. Au
Wing Sze ( ਜ൘་), one of our joint company secretaries who is ordinarily resident in
Hong Kong, as our authorized representatives (“ Authorized Representatives ”) for the
purpose of Rule 3.05 of the Listing Rules to serve as our principal channel of
communication with the Stock Exchange. We have provided the Stock Exchange with
their contact details, and they will be available to meet with the Stock Exchange to
discuss any matters within a reasonable period of time upon the request of the Stock
Exchange and will be readily contactable by telephone, facsimile and email;
(b) as and when the Stock Exchange wishes to contact our Directors on any matters, each
of our Authorized Representatives will have means to contact all of our Directors
promptly at all times. We will implement measures such that (i) each Director must
provide his or her mobile phone number, office phone number, facsimile number and
email address to our Authorized Representatives and the Stock Exchange; and (ii) in the
event that a Director expects to travel or otherwise be out of office, he or she will
provide the phone number of the place of his or her accommodation to our Authorized
Representatives. We have provided the Stock Exchange with the contact details of each
Director to facilitate communication with the Stock Exchange;
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
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(c) each Director who is not an ordinary 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 of time, if required;
(d) we have appointed First Shanghai Capital Limited as our compliance advisor pursuant
to Rule 3A.19 of the Listing Rules, which will act as our additional and alternative
channel of communication with the Stock Exchange during the period from the Listing
Date to the date on which we comply with Rule 13.46 of the Listing Rules in respect of
our financial results for the first full financial year immediately after the Listing, and its
representative(s) will be fully available to answer enquiries from the Stock Exchange.
The compliance advisor will advise our Company on on-going compliance requirements
and other issues arising under the Listing Rules and other applicable laws and
regulations in Hong Kong after the Listing, and will at all times have access to our
Authorized Representatives, our Directors and the other senior management of our
Company to ensure that the compliance advisor is in a position to provide prompt
responses to any queries or requests from the Stock Exchange in respect of our
Company; and
(e) any meeting between the Stock Exchange and our Directors will be arranged through our
Authorized Representatives or compliance advisor or directly with our Directors within
a reasonable time frame. We will inform the Stock Exchange promptly in respect of any
changes in our Authorized Representatives and compliance advisor.
APPOINTMENT OF JOINT COMPANY SECRETARIES
Pursuant to Rules 3.28 and 8.17 of the Listing Rules, our company secretary must be an
individual who by virtue of his or her academic or professional qualifications or relevant experience
is, in the opinion of the Stock Exchange, capable of discharging the functions of company secretary.
Note 1 to Rule 3.28 of the Listing Rules further provides that the Stock Exchange considers the
following academic or professional qualifications to be acceptable:
(a) a member of The Hong Kong Chartered Governance Institute;
(b) a solicitor or barrister as defined in the Legal Practitioners Ordinance (Chapter 159 of
the Laws of Hong Kong); or
(c) 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:
(a) length of employment with the listing applicant and other issuers and the roles he/she
played;
(b) familiarity with the Listing Rules and other relevant laws and regulations including the
SFO, the Companies Ordinance, the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, and the Takeovers Code;
(c) relevant training taken and/or to be taken in addition to the minimum requirement under
Rule 3.29 of the Listing Rules; and
(d) professional qualifications in other jurisdictions.
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
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In addition, the Guide for New Listing Applicants provides that the waiver from strict
compliance with Rule 3.28 of the Listing Rules, if granted, will be for a fixed period of time and
on the following conditions: (i) Ms. Au is engaged as a joint company secretary, who possesses the
qualifications and experience as required under Rule 3.28 of the Listing Rules and will provide
assistance to Mr. Y ang during this period; and (ii) the waiver will be revoked with immediate effect
if Ms. Au, during the three-year waiver period, ceases to provide assistance to Mr. Y ang, or if there
are material breaches of the Listing Rules by our Company.
We have appointed Mr. Y ang Zhuo (“ Mr. Y ang”) as one of our joint company secretaries on
April 18, 2025. Mr. Y ang joined our Group in July 2019 and has been serving as the vice general
manager, chief financial officer and secretary to our Board since then, and as our Director since
June 2021, primarily responsible for capital operation and management, financial management,
investor and public relations maintenance as well as corporate governance of our Group. Mr. Y ang
has accumulated abundant knowledge about the business operations and governance of corporations
with a strong recognition of the corporate culture of our Group. By virtue of his positions and
familiarity with our Group, Mr. Y ang has worked closely with our other Directors and thus
possessed a thorough understanding of matters concerning the Board and its operations. As such,
our Directors believe that Mr. Y ang is a suitable person to act as the company secretary of our
Company.
However, Mr. Y ang does not possess the specified qualifications strictly required by Rules
3.28 and 8.17 of the Listing Rules. As a result, we have appointed Ms. Au Wing Sze (“ Ms. Au ”),
who meets the requirements under Rules 3.28 and 8.17 of the Listing Rules, to act as the other joint
company secretary. For details of Mr. Y ang’s and Ms. Au’s biographies, see “Directors, Supervisors
and Senior Management.”
Over the initial period of three years from the Listing Date, we will implement the following
measures to assist Mr. Y ang to satisfy the requisite qualifications as prescribed in Rules 3.28 and
8.17 of the Listing Rules:
(a) Ms. Au will assist Mr. Y ang to enable him to discharge his duties and responsibilities as
a joint company secretary of our Company. Given Ms. Au’s relevant experiences, Ms. Au
will be able to advise both Mr. Y ang and us on the relevant requirements of the Listing
Rules as well as other applicable laws and regulations of Hong Kong;
(b) Mr. Y ang will be assisted by Ms. Au for an initial period of three years commencing from
the Listing Date, which should be sufficient for Mr. Y ang to acquire the requisite
knowledge and experience under Rule 3.28 of the Listing Rules;
(c) we will ensure that Mr. Y ang has access to the relevant trainings and support to enable
him to familiarize himself with the Listing Rules and the duties required of a company
secretary of a Hong Kong listed company, and Mr. Y ang has undertaken to attend such
trainings;
(d) Ms. Au will communicate with Mr. Y ang on a regular basis regarding matters in relation
to corporate governance, the Listing Rules as well as other applicable laws and
regulations of Hong Kong which are relevant to our operations and affairs. Ms. Au will
work closely with and provide assistance to Mr. Y ang with a view to discharging his
duties and responsibilities as a company secretary, including but not limited to
organizing the Board meetings and Shareholders’ meetings; and
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
–7 4–


--- page 84 ---
(e) pursuant to Rule 3.29 of the Listing Rules, Mr. Y ang and Ms. Au will also attend no less
than 15 hours of relevant professional training courses in each financial year to
familiarize themselves with the requirements of the Listing Rules and other legal and
regulatory requirements of Hong Kong. Both Mr. Y ang and Ms. Au will be advised by
our legal advisers as to Hong Kong laws and our compliance advisor as and when
appropriate and required.
Accordingly, we have applied for, and the Stock Exchange has granted, a waiver from strict
compliance with the requirements of Rules 3.28 and 8.17 of the Listing Rules for an initial period
of three years from the Listing Date, in accordance with the Guide for New Listing Applicants, on
the conditions that (i) Ms. Au is engaged as a joint company secretary, who possesses the
qualifications and experience as required under Rule 3.28 of the Listing Rules and will provide
assistance to Mr. Y ang during this period; and (ii) the waiver will be revoked with immediate effect
if Ms. Au, during the three-year waiver period, ceases to provide assistance to Mr. Y ang, or if there
are material breaches of the Listing Rules by our Company. Before the end of the three-year period,
the Company must demonstrate and seek the Stock Exchange’s confirmation that Mr. Y ang, having
had the benefit of Ms. Au’s assistance during the three-year period, has attained the relevant
experience under note 2 to Rule 3.28 and is capable of discharging the functions of company
secretary so that a further waiver would not be necessary.
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
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DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This prospectus, for which our Directors 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 prospectus is
accurate and complete in all material respects and not misleading or deceptive, and there are no
other matters the omission of which would make any statement in this prospectus misleading.
UNDERWRITING AND INFORMATION ABOUT THE GLOBAL OFFERING
This prospectus is published solely in connection with the Hong Kong Public Offering, which
forms part of the Global Offering. For applicants under the Hong Kong Public Offering, this
prospectus set out the terms and conditions of the Hong Kong Public Offering. The Global Offering
comprises the Hong Kong Public Offering of initially 906,800 H Shares and the International
Offering of initially 8,161,200 H Shares (subject, in each case, to adjustment on the basis as
described in “Structure of the Global Offering”).
The Listing is sponsored by the Sole Sponsor and the Global Offering is managed by the
Sponsor-Overall Coordinator. 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 our Company and the Sponsor-Overall Coordinator (for itself and on behalf of the
Underwriters) agreeing on the Offer Price. The International Offering is expected to be fully
underwritten by the International Underwriters subject to the terms and conditions of the
International Underwriting Agreement, which is expected to be entered into on or around the Price
Determination Date.
The Offer Price is expected to be determined between the Sponsor-Overall Coordinator (for
itself and on behalf of the Underwriters) and our Company on the Price Determination Date. The
Price Determination Date is expected to be on or before Friday, May 22, 2026 and, in any event not
later than 12:00 noon on Friday, May 22, 2026. If, for any reason, the Offer Price is not agreed
among us and the Sponsor-Overall Coordinator (for itself and on behalf of the Underwriters) on or
before 12:00 noon on Friday, May 22, 2026, the Global Offering will not proceed and will lapse.
For full information about the Underwriters and the underwriting arrangements, see
“Underwriting.”
The Hong Kong Offer Shares are offered solely on the basis of the information contained and
representations made in this prospectus and on the terms and subject to the conditions set out in this
prospectus. No person is authorized to give any information in connection with the Global Offering
or to make any representation not contained in this prospectus, and any information or
representation not contained herein must not be relied upon as having been authorized by our
Company, the Sole Sponsor, the Sponsor-Overall Coordinator, the Joint Global Coordinators, the
Joint Bookrunners, the Joint Lead Managers, the Underwriters, any of their respective directors,
officers, employees, partners, agents or advisors or any other party involved in the Global Offering.
Neither the delivery of this prospectus nor any subscription or acquisition 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 prospectus or imply that
the information contained in this prospectus is correct as of any date subsequent to the date of this
prospectus.
Further information regarding the structure of the Global Offering, including its conditions,
are set out in “Structure of the Global Offering” and the procedures for applying for our Hong Kong
Offer Shares are set out in “How to Apply for Hong Kong Offer Shares.”
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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RESTRICTIONS ON OFFER AND SALE OF THE H 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 Hong Kong Offer Shares to, confirm that
he/she is aware of the restrictions on offers and sales of the Hong Kong Offer Shares described in
this prospectus.
No action has been taken to permit a public offering of the Offer Shares or the general
distribution of this prospectus in any jurisdiction other than in Hong Kong. Accordingly, this
prospectus may not be used for the purposes of, and does not constitute, an offer or invitation in
any jurisdiction or in any circumstances in which such an offer or invitation is not authorized or to
any person to whom it is unlawful to make such an offer or invitation. The distribution of this
prospectus and the offering 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 and pursuant to registration with or authorization by the relevant securities regulatory
authorities or an exemption therefrom. In particular, the Offer Shares have not been offered or sold,
and will not be offered or sold, directly or indirectly, in the PRC.
APPLICATION FOR LISTING OF THE H SHARES ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the granting of the listing of, and permission to
deal in, the H Shares to be issued pursuant to the Global Offering and the Conversion of Unlisted
Shares into H Shares.
Dealings in the H Shares on the Stock Exchange are expected to commence on Wednesday,
May 27, 2026. No part of our Shares or loan capital is listed or dealt in on any other stock exchange
and no such listing or permission to list is being or proposed to be sought on any other stock
exchange as of the date of this prospectus. All the Offer Shares will be registered on the H Share
register of members of the Company in Hong Kong 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, if the permission for the H Shares to be listed on the Stock Exchange pursuant to this
prospectus has been refused before the expiration of three weeks from the date of the closing of the
Global Offering or such longer period not exceeding six weeks as may, within the said three weeks,
be notified to us by or on behalf of the Stock Exchange, then any allotment made on an application
in pursuance of this prospectus shall, whenever made, be void.
FILING WITH THE CSRC
In compliance with the Overseas Listing Trial Measures, we shall complete filing procedures
with the CSRC and report relevant information with respect to the Listing after the submission of
our listing application to the Stock Exchange. We have submitted filing documents with the CSRC
for the application for the Listing on May 30, 2025. The CSRC published the notification on
completion of filing procedure on February 13, 2026. No other approval from CSRC is required to
be obtained for the Listing.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of the listing of, and permission to deal in, the H Shares on the Stock
Exchange and compliance with the stock admission requirements of HKSCC, the H Shares will be
accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with
effect from the Listing Date or on any other date as determined by HKSCC. Settlement of
transactions between participants of the Exchange is required to take place in CCASS on the second
settlement day after any trading day. All activities under CCASS are subject to the General Rules
of HKSCC and the HKSCC Operational Procedures in effect from time to time.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–7 7–


--- page 87 ---
All necessary arrangements have been made for the H Shares to be admitted into CCASS.
Investors should seek the advice of their stockbroker or other professional advisor for details of
those settlement arrangements and how such arrangements will affect their rights and interests.
H SHARES REGISTER AND STAMP DUTY
All of the H Shares issued pursuant to applications made in the Global Offering will be
registered on our H Share register of members to be maintained in Hong Kong by our H Share
Registrar, Computershare Hong Kong Investor Services Limited. Our principal register of members
will be maintained by us at our headquarters in the PRC.
Dealings in the H Shares will be subject to Hong Kong stamp duty. See “Statutory and General
Information — D. Other Information — 7. Taxation of Holders of H Shares” in Appendix VI to this
prospectus. For further details of Hong Kong stamp duty, please seek professional tax advice.
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 H Shares or exercising rights attached to them. None of us, the Sole Sponsor, the
Sponsor-Overall Coordinator, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Underwriters, any of their respective directors, officers, employees, partners, agents,
advisors 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,
purchasing, holding, disposition of, or dealing in, the H Shares or exercising any rights attached to
them.
EXCHANGE RATE CONVERSION
Unless otherwise specified, amounts denominated in HK$, US$ and RMB have been
translated, for the purpose of illustration only, into each other in this prospectus at the following
exchange rates prevailing on the Latest Practicable Date:
HK$1.00: RMB0.8747;
US$1.00: RMB6.8467; and
US$1.00: HK$7.8279.
No representation is made that any amounts in HK$, US$ or RMB were or could have been
or could be converted into each other at such rates or any other exchange rates on such date or any
other date.
ROUNDING
Certain amounts and percentage figures included in this prospectus have been subject to
rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures preceding them.
LANGUAGE
If there is any inconsistency between this prospectus and its Chinese translation, this
prospectus shall prevail. However, for ease of reference, the names of the Chinese laws and
regulations, government authorities, institutions, natural persons or other entities (including certain
of our subsidiaries) have been included in this prospectus in both the Chinese and English
languages. In the event of any inconsistency, the Chinese name shall prevail.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–7 8–


--- page 88 ---
DIRECTORS
Name Address Nationality
Executive Directors
Ms. Huang Xiaonan (یRoom 602, Unit 3, Building 223
No. 10, Changying North Road
Chaoyang District
Beijing
PRC
Chinese
Mr. Xie Peng ( ᑽᘄ) Room 201A, Building 4
No. 388 Lane
Longlan Road
Xuhui District
Shanghai
PRC
Chinese
Mr. Y ang Zhuo ( เՙ) Room 2003, Building 2
Megahall MOMA
No. 1 Xiangheyuan Road
Dongcheng District
Beijing
PRC
Chinese
Non-executive Directors
Ms. Tian Tian ( ͞଩) Room 1410, Building 107
Hongshan Jiayuan
Shibalidian Subdistrict
Chaoyang District
Beijing
PRC
Chinese
Mr. Huang Haibo (تRoom 401, Unit 3, Building 12
Zone No. 1, Niujie
Dongli Community
Xicheng District
Beijing
PRC
Chinese
Mr. Huang Hao (؀Room 1801, Building 18
No. 18 Jianguo Road
Chaoyang District
Beijing
PRC
Chinese
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–7 9–


--- page 89 ---
Name Address Nationality
Independent non-executive Directors
Ms. Li Juan (ࢇRoom 101, Unit 1, Building 10
No. 3 Lane, Y uhaiyuan
Haidian District
Beijing
PRC
Chinese
Mr. Xue Y ansong (֧ؒRoom 2109, Zone C
Y oushan Meidi Garden
No. 4 Y uyang Road
Houshayu Town
Shunyi District
Beijing
PRC
Chinese
Mr. Guo Bing ( ெΏ) Unit A
No. 37, Blue Pool Road
Happy V alley
Hong Kong
Chinese
(Hong Kong)
SUPERVISORS
Name Address Nationality
Ms. Lai Chunhua (ശ) Room 1802, Unit 2, Building 5
Zhongxin Jinyuan
Caishikou Street
Taoranting Subdistrict
Xicheng District
Beijing
PRC
Chinese
Ms. Wu Renhua ( ю΂ശ) Room 35C, Unit A, Building 6
Qiaoxiang Village
Futian District
Shenzhen
Guangdong Province
PRC
Chinese
Ms. Y e Nan ( ໢฻) Room 302, Unit 3, Building 15
Area 4, Anzhenxili Community
Anzhen Subdistrict
Chaoyang District
Beijing
PRC
Chinese
For further information regarding our Directors and Supervisors, see “Directors, Supervisors
and Senior Management.”
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–8 0–


--- page 90 ---
PARTIES INVOLVED IN THE GLOBAL OFFERING
Sole Sponsor ICBC International Capital Limited
37/F, ICBC Tower
3 Garden Road
Hong Kong
Sponsor-Overall Coordinator and Overall
Coordinator
ICBC International Securities Limited
37/F, ICBC Tower
3 Garden Road
Hong Kong
Joint Global Coordinators,
Joint Bookrunners, Joint Lead Managers
and Capital Market Intermediaries
ICBC International Securities Limited
37/F, ICBC Tower
3 Garden Road
Hong Kong
CCB International Capital Limited
12/F, CCB Tower
3 Connaught Road Central
Central
Hong Kong
BOCOM International Securities Limited
9/F, Man Y ee Building
68 Des V oeux Road Central
Hong Kong
Victory Securities Company Limited
20/F, 308 Central Des V oeux
Sheung Wan
Hong Kong
Guolian Securities International Capital
Co., Limited
Unit 2103-4, Li Po Chun Chambers
189 Des V oeux Road Central
Sheung Wan
Hong Kong
Joint Bookrunners, Joint Lead Managers
and Capital Market Intermediaries
Zhongtai International Securities Limited
19/F, Li Po Chun Chambers
189 Des V oeux Road Central
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, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–8 1–


--- page 91 ---
Get Nice Securities Limited
G/F-3/F, Cosco Tower
Grandmillennium Plaza
183 Queen’s Road Central
Hong Kong
Yuen Meta (International) Securities
Limited
2601, 26/F, Wanchai Central Building
89 Lockhart Road
Wanchai
Hong Kong
South China Securities Limited
36/F, The Centrium
60 Wyndham Street
Central
Hong Kong
Legal Advisors to our Company As to Hong Kong laws
Tian Yuan Law Firm LLP
Suites 3304-3309, 33/F
Jardine House
One Connaught Place
Central
Hong Kong
As to PRC laws
King & Wood
18th Floor, East Tower
World Financial Center
No. 1 Dongsanhuan Zhonglu
Chaoyang District
Beijing
PRC
As to PRC laws in respect of
data compliance
King & Wood
18th Floor, East Tower
World Financial Center
No. 1 Dongsanhuan Zhonglu
Chaoyang District
Beijing
PRC
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–8 2–


--- page 92 ---
As to Hong Kong laws (advising on general
legal compliance matters)
Loong & Y eung Solicitors
Room 1603, 16/F
China Building
29 Queen’s Road Central
Central
Hong Kong
As to the laws of England and Wales (advising
on general legal compliance matters)
Raymond Legal Ltd
1 Paternoster Lane
London EC4M 7BQ
the United Kingdom
As to the U.S. laws (advising on general legal
compliance matters)
Nixon Peabody LLP
One Embarcadero Centre, 32nd Floor
San Francisco, CA 94111
the United States
As to Singapore laws (advising on general
legal compliance matters)
Eldan Law LLP
9 Raffles Place, #13-03
Republic Plaza
Singapore 048619
As to international sanctions laws
TsingLaw NY LLP
1934 W 9th Street
Brooklyn
New Y ork 11223
the United States
Legal Advisors to the Sole Sponsor
and Underwriters
As to Hong Kong laws
Jingtian & Gongcheng LLP
Suites 3203–3209, 32/F
Edinburgh Tower
The Landmark
15 Queen’s Road Central
Hong Kong
As to PRC laws
Jingtian & Gongcheng
45/F, K. Wah Centre
1010 Huaihai Road (M)
Xuhui District
Shanghai
PRC
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–8 3–


--- page 93 ---
Auditor and Reporting Accountants KPMG
Certified Public Accountants
Public Interest Entity Auditor registered in
accordance with the Accounting and Financial
Reporting Council Ordinance
8th Floor
Prince’s Building
10 Chater Road
Central
Hong Kong
Industry Consultant Frost & Sullivan (Beijing) Inc., Shanghai
Branch Co.
Suite 2504
Wheelock Square
1717 Nanjing West Road
Shanghai
PRC
Compliance Advisor First Shanghai Capital Limited
19/F, Wing On House
71 Des V oeux Road
Central
Hong Kong
Receiving Bank Industrial and Commercial Bank of China
(Asia) Limited
33/F, ICBC Tower
3 Garden Road
Central
Hong Kong
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–8 4–


--- page 94 ---
Registered Office Unit 01, 9/F
Building 20
Dongsanhuan Central Road
Chaoyang District
Beijing
PRC
Headquarters and Principal Place of
Business in the PRC
Unit 01, 9/F
Building 20
Dongsanhuan Central Road
Chaoyang District
Beijing
PRC
Principal Place of Business in Hong Kong 31/F, Tower Two
Times Square
1 Matheson Street
Causeway Bay
Hong Kong
Company’s Website www.deepzero.com
(the information contained on the website does
not form part of this prospectus)
Joint Company Secretaries Mr. Y ang Zhuo ( เՙ)
Room 2003, Building 2
Megahall MOMA
No. 1 Xiangheyuan Road
Dongcheng District
Beijing
PRC
Ms. Au Wing Sze ( ਜ൘་)
(ACG and HKACG)
31/F, Tower Two, Times Square
1 Matheson Street
Causeway Bay
Hong Kong
Authorized Representatives Mr. Y ang Zhuo ( เՙ)
Room 2003, Building 2
Megahall MOMA
No. 1 Xiangheyuan Road
Dongcheng District
Beijing
PRC
Ms. Au Wing Sze ( ਜ൘་)
(ACG and HKACG)
31/F, Tower Two, Times Square
1 Matheson Street
Causeway Bay
Hong Kong
CORPORATE INFORMATION
–8 5–


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Audit Committee Ms. Li Juan (ࢇ)Chairperson)
Mr. Xue Y ansong (֧ؒ)
Mr. Guo Bing ( ெΏ)
Remuneration and Appraisal Committee Mr. Xue Y ansong (֧ؒ)Chairperson)
Ms. Li Juan (ࢇ)
Mr. Xie Peng ( ᑽᘄ)
Nomination Committee Ms. Huang Xiaonan (ی)Chairperson)
Ms. Li Juan (ࢇ)
Mr. Xue Y ansong (֧ؒ)
Strategy Committee Ms. Huang Xiaonan (ی)Chairperson)
Mr. Huang Hao (؀)
Mr. Xie Peng ( ᑽᘄ)
H Share Registrar Computershare Hong Kong Investor
Services Limited
Shops 1712-1716, 17th Floor
Hopewell Centre
183 Queen’s Road East
Wan Chai
Hong Kong
Principal Banks China Merchants Bank Beijing Wanda
Plaza Branch
Building 7, Wanda Plaza
93 Jianguo Road
Chaoyang District
Beijing
PRC
Ping An Bank Beijing Dongsihuan Branch
Rooms 105, 205 and 206
No. 99, West Balizhuang
Chaoyang District
Beijing
PRC
CORPORATE INFORMATION
–8 6–


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Certain information and statistics set out in this section and elsewhere in this prospectus
are derived from various government and other publicly available sources and from the
market research report prepared by Frost & Sullivan. Frost & Sullivan is an independent
industry consultant engaged by us, and we commissioned Frost & Sullivan to prepare a
market research report. The information from official governmental sources has not been
independently verified by our Company, the Sole Sponsor , the Sponsor-Overall Coordinator ,
the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital
Market Intermediaries, the Underwriters, any of their respective directors, supervisors,
advisers, officers, employees, agents, or any other persons or parties involved in the Global
Offering, and no representation is given as to the accuracy. For discussions of risks relating
to our industry, please see “Risk Factors — Risks Relating to Our Business and Industry.”
OVERVIEW OF MARKETING SERVICE INDUSTRY IN CHINA
The marketing service industry in China refers to provision of services that enable enterprises
to promote their products and services through digital approaches, build brand awareness and
ultimately drives sales conversion. The marketing industry in the China has demonstrated sustained
growth and is expected to maintain its upward trajectory, which primarily supported by enterprise
demand for brand building and digital transformation as well as evolving consumer expectations for
more personalized, interactive and emotionally engaging content, alongside more efficient access to
trending products and services. The market size of marketing service industry in China reached
RMB1.9 trillion in 2024 and is expected to further increase to RMB3.0 trillion in 2029, representing
a CAGR of 9.8% from 2024 to 2029. The market is highly fragmented, with over one million
participants in 2025, including marketing agencies that provide campaign planning and execution
services, marketing content providers that support content creation and distribution, marketing
validation providers that offer effectiveness measurement and optimization services, as well as
numerous other participants serving different functions across the value chain. Given the broad
scope of the market and the diversity of participant roles, the Company’s market share in this market
is not meaningful or representative.
Market size of Marketing Service Industry in China
2020-2024 2024-2029E
CAGR 10.0% 9.8%
RMB Trillion, 2020-2029E
2020 2021 2022 2024 2025E 2027E 2029E2023 2026E 2028E
1.3
1.5 1.5
1.7
1.9
2.1
2.3
2.5
2.8
3.0
Source: Desk research, Frost & Sullivan
INDUSTRY OVERVIEW
–8 7–


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The marketing service industry in China typically involves multiple major participants,
including advertisers/advertising agencies, marketing service providers, media platforms, and
ultimately the target audience. Advertisers or their appointed advertising agencies, as the demand
side, seek to promote their products and services with their allocated marketing budgets. Marketing
service providers act as intermediaries offering marketing services to help advertisers to evaluate
each advertising opportunity by considering, among others, the characteristics of the ad slot (e.g.
format and size), historical engagement pattern of the audience, in order to help advertisers
effectively reach their target consumers. Media platforms serve as the primary channels for traffic
distribution and user engagement, enabling the delivery of marketing content across diverse digital
touchpoints. The audience, as the end users, receive, interact with, and respond to marketing
content, thereby completing the feedback loop and influencing campaign effectiveness.
Advertisers/
Advertising agency
Marketing Service Provider
(where the Company falls in)
Media
Platform Audience
Procure marketing
services
Leverage media platforms to
execute advertising campaign
Deliver marketing contents
to audience
Source: Desk research, Frost & Sullivan
The important drivers and future trends of the marketing service industry in China including:
 Continued dominance of content-driven and social marketing. Content, particularly
short video and live streaming, will remain the core medium for consumer engagement.
Social platforms such as short video and lifestyle-sharing platforms are expected to
further strengthen their role as primary marketing channels, combining entertainment,
community interaction, and commerce to drive both brand building and conversion.
 Increasing importance of influencers and user-generated content. Influencers and
user-generated content becoming critical components of marketing strategies.
Influencers and user-generated content are generally perceived as more authentic,
relatable, and trustworthy, thereby enhancing consumer engagement and influencing
purchase decisions. Leveraging influencers and encouraging user participation enable
brands to efficiently reach targeted audience segments, particularly within niche
communities and social platforms.
OVERVIEW OF AI APPLICATION MARKET IN CHINA
With the widespread of AI technology, AI has been embraced in diverse application scenarios,
transforming various industries and infusing them with greater intelligence. The market size of AI
application market in China has grown from RMB20.0 billion in 2020 to RMB63.9 billion in 2024
with a CAGR of 33.7% from 2020 to 2024, and is expected to further increase to RMB283.3 billion
in 2029 with a CAGR of 34.7% from 2024 to 2029.
Market size of AI application market in China (Revenue)
2020-2024 2024-2029E
CAGR 33.7% 34.7%
RMB in billions
2020 2021 2022 2024 2025E 2027E 2029E2023 2026E 2028E
20.0 28.2 34.8 48.1
63.9
84.9
114.8
158.1
213.6
283.3
Source: Desk research, Frost & Sullivan
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From an application perspective, the evolution of AI can be divided into three stages — AI 1.0,
AI 2.0, and AI 3.0 — each distinguished by major advancements and a shifting focus.
 Massive data and real-time execution (AI 1.0): AI 1.0 was characterized by its ability
to handle massive data and perform real-time execution. This stage laid the groundwork
for AI by enabling systems to process vast amounts of information and respond
instantaneously, primarily seen in applications such as decision-making in advertising,
where AI algorithms are used to analyze real-time advertising impression data, predict
click-through and conversion rates, assess fraud risks, and automate bidding decisions.
 Massive data and real-time execution (AI 2.0): AI had progressed to AI 2.0, with a
core focus on unleashing the value of data. This phase moved beyond simple data
processing to extracting meaningful insights and leveraging that information to enhance
capabilities. Examples in this stage include intelligent data management services, where
AI algorithms are employed to segment users, predict purchasing behavior, and generate
data-driven marketing recommendations to support CRM decision-making.
 Automated complex task handling (AI 3.0): AI 3.0 represents a leap towards
automating complex tasks. This advanced stage signifies AI systems capable of
independent decision-making and autonomous operation, tackling sophisticated
challenges without direct human oversight. AI agents, built on top of large model
technology, are key applications in this stage, which can take a single instruction and
autonomously orchestrate a sequence of actions to achieve a defined goal.
The AI application market supply chain in China can be divided into upstream, midstream, and
downstream segments as diagram illustrated below. The upstream provides the foundational IT
infrastructure and technology, encompassing servers, storage, chips, networks, and essential data
services. The midstream features AI application providers who develop solutions segmented by
fields like decision-making, visual, and speech and semantic AI for diverse uses. The downstream
comprises enterprises from various industries such as retail, automotive, and healthcare, acting as
end-customers for these AI applications.
Midstream
AI application providers
Segmented by fields of
application
•


 Others
Key
roles
Upstream
IT infrastructure and
Technology providers
Technology suppliers
 Domain-specific data
 Data services such as
data labelling
IT infrastructure
 Servers
 Storages
 Chips
 Network
 Others
Downstream
Customers
Retail
Financial service
Automobile
Healthcare
Others
Education
Decision-making AI: mimic
human decision-making
process in various business
processes.
Visual AI: interpret, analyze,
and understand visual
information
Speech and semantic AI:
process spoken language or
written context including its
underlying meaning
 Provision of IT infrastructure such as servers,
storages, chips, network, and supportive
technology such as domain-specific data and
data services for AI training
 Provision of AI application for various
application scenarios
 Procuring data intelligence application
software to streamline their businesses,
make more informed strategic decisions,
provide better user experience, and others.
Source: Desk research, Frost & Sullivan
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OVERVIEW OF DECISION-MAKING AI APPLICATION MARKET IN CHINA
Development of Decision-making AI Application Market in China
Decision-making AI application uses AI technology to deeply analyze, model, and reason on
massive multi-source heterogeneous data, and simulate human cognition and decision-making
processes based on preset rules or adaptive optimization mechanisms. It helps enterprises achieve
automated decision-making or intelligent assisted decision-making in various business processes,
thus improving operational efficiency, optimizing resource allocation and enhancing market
competitiveness.
The value of decision-making AI application to enterprises are reflected by improving quality
of decision-making, enhancing automation and minimizing costs.
 Improving quality of decision-making . Enterprises traditionally rely on human judgment
during decision-making process, which can be limited by various biases and information
processing capability. Decision-making AI applications can rapidly process and analyze
vast amounts of data, automatically uncovering patterns and trends through machine
learning and data mining. It can uncover hidden patterns and trends that may be
overlooked by human analysts, leading to more accurate, consistent, and objective
outcomes.
 Enhancing automation . Decision-making AI application can increase automation by
rapidly processing and analyzing large volumes of data. This capability enables
enterprises to respond to complex business scenarios with greater speed and accuracy,
while reducing reliance on human intervention.
 Minimizing costs . Traditional enterprise decision-making process often struggles to
avoid the high costs associated with poor decisions and trial-and-error. Enterprise
decision-making AI applications leverage data-driven insights from AI technology to
enable smarter, more informed and automated decisions, helping businesses reduce these
avoidable costs.
China’s decision-making AI application market, in terms of revenue, increased from RMB10.6
billion in 2020 to RMB34.5 billion in 2024 at a CAGR of 34.3%. Driven by enterprise digital
transformation needs, exponential growth in data volumes, and advances in technology, China’s
decision-making AI application market is poised for further expansion, and is expected to reach
RMB161.5 billion in 2029 at a CAGR of 36.2% from 2024 to 2029.
Marketing and sales
Non-marketing and sales
2020-2024 2024-2029ECAGR
34.3%Total 36.2%
35.0% 36.5%
33.3% 35.7%
Marketing and sales
Non-marketing and sales
2020 2021 2022 2024 2025E 2027E 2029E2023 2026E 2028E
10.6 15.0 18.6 25.9
46.4
63.4
88.2
120.5
161.5
34.5
6.26.26.2 4.44.44.4 5.95.95.9 7.57.57.5 10.710.710.7 13.913.913.9
18.918.918.9
26.226.226.2
36.736.736.7
49.349.349.3
63.963.963.9
9.19.19.1 11.111.111.1 15.215.215.2 20.620.620.6 27.427.427.4 37.237.237.2 51.551.551.5
71.171.171.1
97.697.697.6
Market size of decision-making AI application market in China (Revenue)
Source: Desk research, Frost & Sullivan
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Market Driver of Decision-making AI Application Market in China
 Advances in technology. AI has undergone a profound evolution, driven by advances in
algorithms, data availability, and computing power. In its early stages, AI relied on traditional
machine learning techniques that required structured data and manually engineered features.
The emergence of deep learning marked a major breakthrough, enabling neural networks to
automatically extract complex patterns from unstructured data. A more transformative shift
occurred in 2017, which revolutionized natural language processing by allowing models to
handle long-range dependencies and perform tasks more efficiently. These foundational
innovations paved the way for today’s large language model technologies, which leverage
massive multimodal datasets and sophisticated architectures to carry out a wide range of tasks
with high levels of creativity, adaptability, and autonomy. As AI continues to evolve, these
technological advancements are driving the rapid growth of decision-making AI applications
in China.
 Enterprise digital transformation needs . As Chinese enterprises accelerate their digital
transformation, the complexity of data and business operations within an increasingly
interconnected digital ecosystem is fueling demand for AI-powered decision-making. This
transformation not only generates vast amounts of data across disparate systems, offering rich
foundation for AI applications, but also exposes the limitation of traditional decision-making
models in managing dynamic and data-intensive environments. In response, AI-powered
decision-making solutions, with advanced data processing and intelligent analytics
capabilities, are enabling enterprises to make fast, informed, and automated decisions. This
shift is driving the continued expansion of the decision-making AI application market in
China.
Future Trends of Decision-making AI Application Market in China
 Further technical advances . With the continuous optimization of algorithms, the rapidly
developing large language model is expected to integrate with AI in this market, significantly
helping enterprises to make more accurate, scientific and real-time decisions in the changing
market environment. Looking forward, the emergence of AI agents will further enhance
decision-making capabilities by enabling more advanced functions in automated task
execution, multimodal user interaction and among others.
 Multimodal data fusion and the improvement of big data processing capabilities . As data
sources continue to expand, particularly with the rise of multimodal data such as text, images,
video, and audio, enterprises will require more powerful decision-making AI applications
capable of processing and integrating heterogeneous data. In the future, these AI applications
will demonstrate higher efficiency in unifying diverse data resources and performing
cross-domain data mining and analysis, providing enterprises with more comprehensive,
accurate, and executable decision support.
 Broader adoption across industries and scenarios. As the technology continues to mature,
these applications will provide more precise, targeted AI support for various operational
aspects of enterprises, tailoring decision-making assistance to the unique characteristics of
each application scenario. For example, AI-driven marketing and sales decision-making
applications will deeply integrate AI technologies to deliver intelligent digital advertising
strategies, optimize digital advertising effectiveness, and enhance the accuracy and efficiency
of marketing and sales decisions.
Entry Barriers of Decision-making AI Application in China
 Technological innovation capability . There is a strong call for technology advancement in the
decision-making AI application market, requiring providers to consistently invest in research
and development. To enhance algorithm accuracy and efficiency, players must continually
drive technological innovation, while also improving their ability to address rapidly changing
market demands through versatile, cross-scenario decision-making AI capabilities.
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 Industry know-how. Different operational segments have distinct business logic, decision-
making processes, and demand characteristics. These require decision-making AI application
providers to gain a deep understanding of each industry’s operating model and key challenges.
As industries evolve and market demands shift, providers must continuously refine and
optimize their applications to ensure efficient, accurate decision support for enterprises. New
entrants have to invest significant time in accumulating industry experience and understanding
the pain points and specific needs of each sector to develop tailored applications that
effectively address evolving challenges and adapt to fast-changing market dynamic.
OVERVIEW OF DECISION-MAKING AI APPLICATION MARKET FOR MARKETING
AND SALES IN CHINA
Development of Decision-making AI Application Market for Marketing and Sales in China
Marketing and sales represent important application scenarios of decision-AI application for
enterprises. Decision-making AI application for marketing and sales refers to the utilization of AI
technology to analyze and process massive marketing and sales data from different channels to
optimize the decision-making process and improve business efficiency.
For marketing department, the application can be used to analyze customer behavior and
market trends in real-time, aligning with corporate objectives to intelligently adjust marketing
strategies and enhance digital advertising accuracy. For sales department, the solution can be used
to enable enterprises to efficiently boost customer conversion rates, streamline customer
management, accelerate sales conversions, and seize growth opportunities in a highly competitive
market, ultimately driving performance improvements.
The value of decision-making AI application for marketing and sales can be brought to
enterprises by improving the effect of customer acquisition in public domain and maximizing
end-customer value:
 Improving the effect of customer acquisition in public domain . Due to the lack of
data-driven decision-making tools and processes, enterprises often face the problem of
ineffective digital advertising, while the decision-making AI application for marketing
and sales can analyze digital advertising data, optimize digital advertising strategies, and
improve the return on investment (“ ROI”) of digital advertising. By identifying target
audiences and predicting their likelihood to make purchase decisions, these AI
technologies enable advertisers to make smarter bidding decisions, ensuring more
cost-effective and results-driven ad spending.
 Maximizing end-customer value . In the absence of effective decision-making tools,
enterprises often struggle to unlock the full potential of their customer base, limiting
improvements in repurchase rates and profitability. By leveraging data and AI,
decision-making AI applications for marketing and sales enable enterprises to build
comprehensive customer profiles, implement personalized strategies for different
segments, and cultivate private-domain engagement. These capabilities help enterprises
deepen customer relationships, enhance user lifetime value, and ultimately maximize the
commercial potential of their customer base.
Our Group’s AI solutions are embedded in the core functions of our product offerings and
serve as the foundation for automating and enhancing key business decisions in marketing and
sales. AlphaDesk uses AI algorithms to analyze real-time advertising impression data, predict
click-through and conversion rates, assess fraud risks, and automate bidding decisions. AlphaData
applies AI models to segment users, predict purchases, and generate data-driven marketing
recommendations to support CRM decisions.
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Demand for our Group’s AI solutions is closely tied to enterprise needs for greater operational
efficiency and more effective decision-making. As businesses face increasingly complex data and
market environments, they turn to intelligent systems to optimize resource allocation and improve
outcomes. Our Group’s AI capabilities are fully integrated into the value proposition of our end
products, and adoption of our solutions is directly driven by these evolving business needs.
The market size of decision-making AI application market for marketing and sales in China
increased from RMB6.2 billion in 2020 to RMB20.3 billion in 2024 at a CAGR of 35.0% from 2020
to 2024, and is expected to reach RMB94.4 billion in 2029 with a CAGR of 36.5% from 2024 to
2029.
Market size of decision-making AI application market for marketing
and sales in China (Revenue)
2020-2024 2024-2029E
CAGR 35.0% 36.5%
RMB in billions
2020 2021 2022 2024 2025E 2027E 2029E2023 2026E 2028E
6.2 9.1 11.0 15.0
20.3
26.9
36.4
50.1
69.0
94.4
Source: Desk research, Frost & Sullivan
Market Drivers of Decision-Making AI Application Market for Marketing and Sales in China
 The development of the media platforms . The development of different media platforms, such
as short video platforms, live streaming, and social networks, provides advertisers with a
broader and more dynamic range of channels to execute their marketing campaigns. The
robust growth of these platforms, including establishment of new media platforms, reflects
advertisers’ strong willingness to plan and optimize their marketing activities across multiple
digital touchpoints, which is also driving the demand for decision-making AI applications in
marketing and sales, as enterprises rely on intelligent tools to select the most suitable channels
on these platforms, optimize the digital advertising strategy, and improve the digital
advertising effect and ROI.
 Growing demand for decision-making AI applications in marketing and sales . As marketing
and sales processes become increasingly complex and dynamic, enterprises face mounting
pressure to rapidly interpret customer behavior and make timely, informed decisions. To
remain competitive and responsive, enterprises adopts decision-making AI applications that
leverage large-scale data and intelligent algorithms to augment and automate human
decision-making. Furthermore, enterprises need to improve the overall conversion efficiency
of their marketing and sales. Compared to traditional manual approaches, decision-making AI
applications allow enterprises to process massive data sets, capture real-time feedback, and
apply intelligent optimization strategies. These capabilities enable more precise and
automated decisions, helping enterprises navigate fast-changing market conditions and
achieve better return on investment.
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 Growth of massive, multi-source, heterogeneous data . The amount of data generated in China
reached 41ZB in 2024, increasing from 5ZB in 2020, representing a CAGR of nearly 70%
from 2020 to 2024, including consumer behavior data, social media data, purchase records,
and more, which also in highlight the necessity for more automated solutions to solve the
complex the decision-making process, as traditional manual-based method adopted become
insufficient for advertisers to extract actionable, effective insights to guide their marketing
activities with massive, multi-source, heterogeneous data. Enterprises therefore need
marketing and sales decision-making AI application solution to extract valuable insights from
this massive amount of multi-source heterogeneous data, helping them to accurately predict
market trends, consumer demand, and optimize digital advertising.
 Increased application of advanced AI technologies in wider marketing and sales scenarios .
The massive data in marketing and sales scenarios lays a solid foundation for the application
of generalized large models in vertical fields, enabling the continuous improvement of their
technological capabilities in marketing and sales decision-making. With deep learning and
reinforcement learning capabilities, large models can more accurately understand consumer
behaviors, optimize digital advertisement placement strategies, and improve sales conversion
rates, driving the sustainable development of the market of decision-making AI application
solution for enterprise marketing and sales.
Future Trends of Decision-making AI Application Market for Marketing and Sales in China
 Increasing intelligence . Decision-making AI applications are driving smarter marketing and
sales operations. For marketing, they optimize ad placements in real time using AI algorithms
based on metrics like click-through and conversion rates. For sales, they generate personalized
content and recommendations by analyzing user behavior and preferences. These capabilities
not only improve customer acquisition and retention but also help enterprises tailor strategies
across global markets, supporting their international expansion.
 Integration with large model . With the rapid proliferation of large model technology in China,
decision-making AI applications for marketing and sales are expected to become increasingly
integrated with this advanced technology. Integrated with domain know-how, data know-how
and digital tools, AI agents, as one of the most prominent embodiments of large model
technology, can understand context, interpret unstructured data, and engage in natural
language interactions, enabling them to support complex, real-time decision-making
processes. AI agents can autonomously optimize advertising pre-evaluating creatives with AI,
analyzing granular data, and automatically adjust the campaign strategies. In addition, AI
agents can assist frontline teams by providing AI generated responses and personalized
products recommendation. As these agents evolve from supportive tools to semi-autonomous
decision-makers, they will not only transform enterprise operations but also play a critical role
in scaling intelligent decision-making across diverse geographies, facilitating global market
expansion and cross-border marketing effectiveness.
 Opportunities accompanied by enterprises going overseas . The trend of Chinese enterprises
expanding internationally has gained significant momentum in recent years. As more
companies actively pursue overseas markets, the development and execution of effective
marketing and sales strategies have become critical to their success. However, Chinese
enterprises often face numerous challenges in navigating unfamiliar market environments,
making accurate marketing and sales decision-making increasingly vital. Leveraging robust
data analysis capabilities and advanced deep learning technologies, AI solutions help Chinese
enterprises rapidly understand and adapt to local market demands and consumer behaviors,
while also enhancing data management. Through intelligent data processing and decision-
making optimization, these solutions deliver valuable market insights, refine digital
advertising strategies, and effectively mitigate the risks associated with market entry.
Compared to their overseas counterparts, China’s enterprise decision-making AI solutions for
marketing and sales offer distinct advantages, including stronger data security, better
alignment with Chinese user habits, higher cost-effectiveness, and seamless integration of
domestic and international data resources.
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Competitive Landscape of Decision-making AI Application Market for Marketing and Sales in
China
Decision-making AI application market for marketing and sales in China is relatively
fragmented with over a hundred market players currently operating in the space. Our Company was
the largest provider in decision-marking AI application market for marketing and sales in China, in
terms of revenue in 2024. The following table sets forth the key players in decision-making AI
application market for marketing and sales in China in 2024:
Ranking Company Revenue
(RMB Billion, 2024)
Market Share
(%, 2024)
1 Our Company 0.54 2.6%
2 Company A 0.51 2.4%
3 Company B 0.44 2.1%
4 Company C 0.40 1.9%
5 Company D 0.38 1.8%
Notes:
(1) Company A, founded in 1998, is a public company listed on Hong Kong Stock Exchange, which primarily provides
cloud services, AI solutions, and among others across various industries. It had over 100 thousand employees as end
of December 31, 2024.
(2) Company B, founded in 1999, is a public company listed on Shenzhen Stock Exchange, which primarily provides AI
solutions to enterprises. It had approximately 5,000 employees as of December 31, 2024.
(3) Company C, founded in 1999, is a public company listed on both the Hong Kong Stock Exchange and the New Y ork
Stock Exchange, which primarily provides a wide range of services including cloud services, AI solutions and among
others. It had less than 200 thousand employees as of December 31, 2024.
(4) Company D, is a private company founded in 2015, which primarily provides decision-making AI application for
marketing and sales to enterprises in retails, internet, and among others. It had less than 500 employees as end of
December 31, 2024.
Source: Desk research, Frost & Sullivan
Entry Barriers of Decision-making AI Application Market for Marketing and Sales in China
 Application of cutting-edge technologies . With the rapid emergence of cutting-edge
technologies such as LLMs, marketing participants must adopt a proactive approach to
continuously track and embrace innovation in order to maintain and increase market share.
Among these advancements, AI agents are becoming a transformative force in marketing and
sales. As intelligent, autonomous systems, they enhance customer acquisition by
automatically optimizing marketing strategies, personalizing content, and dynamically
adapting to user behavior. At the same time, they help maximize customer value by supporting
frontline sales teams in navigating diverse sales scenarios, providing real-time insights and
recommendations. These capabilities enable enterprises to respond faster and more precisely
in an increasingly competitive and dynamic market environment.
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 Industry know-how . Today, enterprises increasingly recognize the critical role of AI in
marketing and sales decision-making, driving demand for industry-specific solutions. In this
context, domain expertise becomes essential to ensure that AI applications are closely aligned
with sector-specific needs. A deep understanding of industry nuances, such as ad placement
strategies and shifting market dynamics to consumer behavior patterns, enables leading
players to optimize performance and deliver more targeted, impactful outcomes. This
combination of technical integration and business insight provides a significant competitive
advantage. In contrast, new entrants without sufficient industry knowledge and technological
sophistication face steep challenges, making it difficult to compete with established players
and creating high barriers to entry.
 Product capability . Product capability is critical to the successful marketing and sales of
decision-making AI solutions and serves as a key barrier to entry. Through years of R&D
investment, technological innovation, and product optimization, leading providers have
developed powerful and mature solutions capable of efficiently processing vast amounts of
data, accurately analyzing customer behavior, and autonomously adjusting marketing and
sales strategies. Y ears of algorithms and data accumulation will also lead to stronger product
capability for the provider. For new entrants, the lack of adequate R&D funding, technological
expertise, practical product experience, algorithms and data accumulation makes it
challenging to offer superior and comprehensive capabilities compared to market leaders in
the short term, particularly when it comes to meeting the complex demands of large
customers. As a result, new entrants face significant barriers in breaking into the market and
securing large customers.
 Customer Accumulation . In the marketing and sales decision-making AI application solution
market, customers typically prefer companies with established brand influence in the industry,
enabling leading providers to amass a large base of high-value enterprise clients. This
customer accumulation reflects the provider’s comprehensive technological innovation,
excellent product quality, and continuously optimized service levels for attracting more
enterprise customers. A strong customer accumulation also enables providers to train their AI
algorithms with richer datasets, further enhancing their ability to deliver more sophisticated
solutions and creating a virtuous cycle of growth and improvement. In contrast, new entrants
face significant challenges in quickly accumulating comparable resources and establishing
this cycle in the short term.
SOURCE OF INFORMATION
In connection with the Global Offering, we have engaged Frost & Sullivan, an independent
market research consultant, to conduct a detailed analysis of and prepare an industry report on the
markets in which we operate with a commission fee of RMB0.4 million. Founded in 1961, Frost &
Sullivan provides market research across various industries. The information disclosed in this
prospectus from Frost & Sullivan is extracted from the Frost & Sullivan Report with their consent.
To compile and prepare the Frost & Sullivan Report, Frost & Sullivan used the following key
methodologies to collect multiple sources, validate the data and information collected, and
crosscheck each respondent’s information and views against those of others: (i) secondary research,
which involved reviewing published sources including national statistics, annual reports of listed
companies, industry reports and data based on Frost & Sullivan’s in-house research database; and
(ii) primary research, which involved in-depth interviews with the industry participants.
Frost & Sullivan adopted the following primary assumptions while making projections for
preparing the Frost & Sullivan Report: (i) China’s economy is expected to grow at a steady rate
supported by favorable government policies as well as the global economic recovery, among other
factors; and (ii) there are no material changes in government policies in respect of the
decision-making AI application market in China.
Unless otherwise noted, all data and forecasts contained in this section are derived from the
Frost & Sullivan Report. Our Directors confirm that after taking reasonable care, there have been
no material adverse change in the overall market information since the date of the Frost & Sullivan
Report that would materially qualify, contradict, or have an impact on such information.
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This section offers a concise summary of the most crucial rules and regulations that have an
impact on our business operations.
LA WS AND REGULATIONS RELATING TO OUR BUSINESS IN CHINA
Regulations on Foreign Investment Restrictions
The PRC Foreign Investment Law (جthe “ FIL”) was enacted by
the National People’s Congress (ɽึ) on March 15, 2019. This law took effect on
January 1, 2020, and replaced three previous major laws concerning foreign investments in China,
namely the Sino-foreign Equity Joint V enture Law, the Sino-foreign Cooperative Joint V enture Law,
and the Wholly Foreign-owned Enterprise Law, together with their respective implementing
regulations. With the aim of investment protection and fair competition, the FIL, through
legislation, formulates the fundamental framework for the access, promotion, protection, and
administration of foreign investment.
As defined by the FIL, “foreign investments” denote investment activities carried out directly
or indirectly by foreign investors (including foreign natural persons, foreign enterprises, or other
foreign organizations) in the People’s Republic of China. These activities cover the following
situations: (i) foreign investors establishing foreign-invested enterprises in the PRC either
individually or jointly with other investors; (ii) foreign investors acquiring shares, equity interests,
property shares, or other similar rights and interests of domestic enterprises in the PRC; (iii) foreign
investors investing in new projects in the PRC either independently or jointly with other investors;
and (iv) investment in other ways as prescribed by laws, administrative regulations, or stipulated
by the State Council. On December 26, 2019, the Implementation Rules of the PRC Foreign
Investment Law (ૢԷ) (the “ Implementation Rules ”) was issued
by the State Council and came into force on January 1, 2020. The Implementation Rules further
elaborate that the state encourages and promotes foreign investment, safeguards the legitimate
rights and interests of foreign investors, standardizes foreign investment administration,
continuously improves the foreign investment environment, and promotes a higher level of
opening-up.
The FIL and its implementation regulations stipulate that for the administration of foreign
investment, a system of pre-entry national treatment and a negative list shall be implemented.
“Pre-entry national treatment” implies that, at the market access stage, the treatment accorded to
foreign investors and their investments is not less favorable than that given to domestic investors
and their investments, with the exception of foreign investments in “restricted” or “prohibited”
fields or industries. The “negative list” refers to the special administrative measures regarding the
access of foreign investment to the aforementioned “restricted” or “prohibited” fields or industries.
Such a list will be put forward by the competent investment department of the State Council in
collaboration with the competent commerce department of the State Council and other relevant
departments, and then reported to the State Council for promulgation. Alternatively, it can be
promulgated by the competent investment department or the competent commerce department of the
State Council after being approved by the State Council. Foreign investment outside the scope of
the negative list will be entitled to national treatment. Foreign investors are prohibited from
investing in the fields specified as prohibited in the negative list. And those who invest in the
restricted fields must conform to the special requirements concerning shareholding, senior
management personnel, and so on.
Meanwhile, relevant competent government departments will formulate a catalogue of
industries that encourage foreign investment based on the demands of national economic and social
development. This catalogue will enumerate the specific industries, fields, and regions where
foreign investors are encouraged and guided to invest. Currently, the industry entry clearance
requirements for investment activities in the PRC carried out by foreign investors are specified in
two catalogues. One is the Special Management Measures for the Access of Foreign Investment
(Negative List) (2024 version) (݄(૶ఊ) (2024وthe “ 2024
REGULATORY OVERVIEW
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Negative List ”), which was issued by MOFCOM and the NDRC on September 6, 2024 and took
effect on November 1, 2024. The other is the Catalog of Industries for Encouraging Foreign
Investment (2025 V ersion) ( ོᎸ̮ਠҳ༟ପุͦ፽(2025وthe “ Encouraging Catalog ”),
which was promulgated by the NDRC and MOFCOM on December 15, 2025 and came into effect
on February 1, 2026. For sectors prohibited from investment as specified in the negative list, foreign
investors shall not invest therein. For sectors with restricted investment as specified in the negative
list, foreign investors shall comply with the special administrative measures for restricted access,
including equity requirements and senior management requirements, as stipulated in the negative
list. Therefore, it is necessary to determine whether the Company, after the completion of this
issuance and listing, complies with the FIL and Implementation Rules based on the 2024 Negative
List. The Company’s businesses include intelligent advertising services and intelligent data
management services, neither of which fall under the telecommunications services specified in Item
12 or the internet news information services, online publishing services, online audio-visual
program services, internet cultural operations, or internet public information release services
specified in Item 13 of the 2024 Negative List. Therefore, the Company’s existing businesses are
not subject to the restrictions of the 2024 Negative List, and this issuance and listing will not affect
the Company’s ability to continue operating its current businesses. If the Company expands into
new business areas in the future, it must still comply with the relevant provisions of the Foreign
Investment Law, the Implementation Rules, and the 2024 Negative List.
On December 30, 2019, MOFCOM and the State Administration for Market Regulation (the
SAMR) jointly issued the Measures for Information Reporting on Foreign Investment (ڦ
جwhich came into force on January 1, 2020. According to the Measures for Information
Reporting on Foreign Investment, when a foreign investor conducts investment activities in China
either directly or indirectly, the foreign investor or the foreign-invested enterprise is required to
submit the investment information to the competent commerce department.
Regulations Relating to Overseas Securities Offering and Listing
On 17 February 2023, the CSRC promulgated the Trial Administrative Measures of Overseas
Securities Offering and Listing by Domestic Companies (جthe “ Trial Measures
of Overseas Listing ”) and the relevant supporting guidelines, which became effective from March
31, 2023. The Trial Measures of Overseas Listing comprehensively upgrades and reforms the
existing regulatory regime for the overseas securities offering and listing by the PRC domestic
enterprises and regulates direct and indirect overseas offering and listing of securities by domestic
enterprises. Any domestic enterprise deemed to be engaged in overseas offering and listing
activities should file a report with the CSRC in accordance with the Trial Measures of Overseas
Listing.
The Trial Measures of Overseas Listing provided that, the overseas securities offering and
listing will be regarded as a direct overseas offering by a domestic enterprise if the issuer is a joint
stock limited company registered and established in the PRC. In accordance with the Trial Measures
of Overseas Listing, the issuer shall file an IPO application with the CSRC within 3 working days
after submitting the IPO application to the overseas securities regulators.
Regulations on Cybersecurity, Data Security and Protection of Personal Information
Cybersecurity
The Decision in Relation to Protection of Internet Security (),
which was enacted by the Standing Committee of the National People’s Congress (the “SCNPC”)
on December 28, 2000 and amended on August 27, 2009, stipulates, among other aspects, that the
following activities carried out via the Internet, if they constitute criminal acts under the laws of
the People’s Republic of China, will be subject to criminal punishment: (i) hacking into a computer
or a system of crucial strategic significance; (ii) deliberately creating and spreading destructive
programs like computer viruses to launch attacks on computer systems and communication
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networks, thereby causing damage to computer systems and communication networks; (iii)
discontinuing the computer network or communication service without authorization in violation of
state regulations; (iv) disclosing state secrets; (v) spreading false commercial information; or (vi)
infringing upon intellectual property rights through the Internet.
On December 13, 2005, the Ministry of Public Security (the “ MPS”) issued the Regulations
on Technological Measures for Internet Security Protection (֛the
“Internet Protection Measures ”), which came into effect on March 1, 2006. The Internet
Protection Measures obliges internet service providers to adopt appropriate measures such as
anti-virus measures, data backup, and other relevant measures. It also requires them to keep records
of certain information about their users (including user registration information, log-in and log-out
times, IP addresses, the content and posting times of users’ posts) for a minimum of 60 days. They
are supposed to detect and identify illegal information, halt the transmission of such information,
and retain relevant records. Internet service providers are prohibited from disclosing users’
information to any third parties without authorization, except when such disclosure is required by
laws and regulations. Moreover, internet service providers are further obligated to establish
management systems and take technological measures to protect the freedom and confidentiality of
users’ communications.
Under the Administrative Measures for the Multi-level Protection of Information Security (ڦ
جthe “ Measures for the Multi-level Protection ”), which was jointly
promulgated by the MPS and some other government authorities of the People’s Republic of China
on June 22, 2007 and took effect on the same date, the national multi-level protection of information
security shall adhere to the principle of “independent grading and independent protection”.
Companies operating information systems should determine the security protection level of the
information system in accordance with the Measures for the Multi-level Protection and the
Guidelines for Grading of Classified Protection of Cybersecurity (یܸthe
“Guidelines for Grading ”), and submit the determined level to the relevant department for
examination and approval. According to the Measures for the Multi-level Protection and the
Guidelines for Grading, the security protection of an information system can be classified into five
levels. For any system whose level is determined to be level II or above in accordance with these
measures, a record-filing with the competent authority is necessary.
In accordance with the State Security Law of the People’s Republic of China ( ʕശɛ͏΍
), which was promulgated by the SCNPC on February 22, 1993 and most recently
amended on July 1, 2015, the state is tasked with developing a network and information security
guarantee system. It needs to enhance its capabilities in ensuring network and information security,
strengthen innovative research, development, and application of network and information
technologies, and achieve the security and controllability of network and information core
technologies, critical infrastructure, and information systems and data in key areas. Additionally,
the state should step up network management, prevent, deter, and punish network criminal activities
such as cyber-attacks, network intrusions, network thefts, and the illegal dissemination of harmful
information. All these efforts aim to safeguard the sovereignty, security, and development interests
of the state in the cyberspace.
As per the Cybersecurity Law of the People’s Republic of China ( ʕശɛ͏΍ձ਷ၣഖτΌ
) (the “Cybersecurity Law ”), which was promulgated by the SCNPC on November 7, 2016
and came into effect on June 1, 2017, China implements a multi-level protection scheme (the
“MLPS ”). Network operators are obligated to fulfill their security protection duties according to the
requirements of the MLPS. Their responsibility is to ensure that the network remains free from
interference, disruption, or unauthorized access and to prevent network data from being disclosed,
stolen, or tampered with. In the event of data security incidents, data processors must promptly
notify the individuals whose information has been collected as required and report the incident to
the relevant competent authorities. Moreover, network operators are required to collect and use
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personal information only with the consent of the individuals concerned. They should adopt legal,
proper, and transparent methods, adhere to the principle of necessity, and clearly define the rules,
purposes, methods, and scope of use.
Based on the Regulations for the Security Protection of Critical Information Infrastructure
(ᚐૢԷ), which were promulgated by the State Council on July 30,
2021 and took effect on September 1, 2021, “critical information infrastructures” refer to significant
network facilities and information systems in crucial industries such as public communications and
information services. These are also those that, if damaged, suffer a loss of function, or experience
a data breach, may seriously endanger national security, the national economy, people’s livelihoods,
or public interests. The Regulations for the Security Protection of Critical Information
Infrastructure also stipulate that relevant government authorities are responsible for formulating
rules for identifying critical information infrastructures by referring to several factors specified
therein. They must further identify the critical information infrastructure within the relevant
industries according to these rules. Additionally, the relevant authorities are required to inform the
operators whether they are classified as critical information infrastructure operators. As of now, the
Company has not received any notice from relevant authorities identifying it as a “critical
information infrastructure operator”. Therefore, the Company is not currently a “critical
information infrastructure operator”. If the Company is identified as a “critical information
infrastructure operator” in the future, it will need to comply with the obligations of operators
stipulated in the Regulations.
On December 28, 2021, the Cyberspace Administration of China (the “ CAC”) and the NDRC,
the Ministry of Industry and Information Technology (the “ MIIT ”) and several other PRC
governmental authorities jointly promulgated the Measures for Cybersecurity Review ( ၣഖτΌ
) which came into effect on February 15, 2022. Pursuant to the Measures for
Cybersecurity Review, operators of critical information infrastructure purchasing network products
and services, and network platform operators carrying out data processing activities that affect or
may affect national security, shall report to the cybersecurity review office for a cybersecurity
review. In addition, an operator who controls more than 1 million users’ personal information must
report to the cybersecurity review office for a cybersecurity review if it intends to be listed in a
foreign country.
The Regulations on the Administration of Cyber Data Security ( ၣഖᅰኽτΌ၍ଣૢԷ)
(the “ Cyber Data Security Regulations ”) were released by the State Council on September 30,
2024 and came into force on January 1, 2025. These regulations apply to cyber data processing
activities conducted within the territory of China, and under certain circumstances, they also have
extraterritorial effect.
Situated within the comprehensive cybersecurity framework established by the “Cyber
Security Law”, the Cyber Data Security Regulations act as joint implementation regulations for
both the “Data Security Law” and the “Personal Information Protection Law”. They
comprehensively combine and organize the various obligations of different types of cyber data
processors. These obligations cover general requirements for cyber data processors, specific duties
for personal information processors, responsibilities of important data processors, and obligations
of network platform service providers. The Cyber Data Security Regulations mandate that cyber
data processors must standardize their data processing activities. This includes implementing MLPS
of cybersecurity, establishing robust network data security management systems, and formulating
emergency response plans for cyber data security incidents.
Moreover, the regulations place a particular emphasis on elaborating the provisions of the
“Personal Information Protection Law” regarding notification, consent, and the exercise of rights by
individuals. Firstly, through the formulation of personal information processing rules, the
regulations clarify the content, format, and other requirements for fulfilling the notification
obligation. Secondly, they define the fundamental principles that should be adhered to when
processing personal information based on individual consent. Thirdly, specific requirements for
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individuals to exercise their rights of access, reproducing, correction, supplementation, and deletion
of personal information are clearly stated, and the conditions for the transfer of personal
information are refined. Fourthly, requirements for establishing a dedicated agency or designating
a representative within China, as stipulated in Article 53 of the “Personal Information Protection
Law”, are made explicit. Finally, when cyber data processors handle the personal information of
over 10 million individuals, additional obligations are specified, such as the appointment of a cyber
data security officer and the establishment of a cyber data security management organization.
Data Security
On June 10, 2021, the SCN PC promulgated the Data Security Law of the PRC ( ʕശɛ͏΍
جthe “ Data Security Law ”), which took effect on September 1, 2021. This law
prescribes the data security and privacy obligations for entities and individuals engaged in data
activities. It also introduces a data classification and hierarchical protection system. The
classification is based on two key aspects: the significance of data in economic and social
development, and the extent of harm that may occur to national security, public interests, or the
legitimate rights and interests of individuals or organizations if the data is tampered with,
destroyed, leaked, or illegally obtained and used. For each classified category of data,
corresponding appropriate protection measures must be implemented. For instance, an entity
processing important data is required to assign specific personnel and establish a management body
responsible for data security, conduct risk assessments for its data processing operations, and
submit the risk assessment reports to the relevant competent authorities. Additionally, the Data
Security Law sets up a national security review process for data activities that might impact national
security and imposes restrictions on the export of certain data and information. Within the territory
of the PRC, no entity or individual is allowed to provide data stored within the country to foreign
judicial or law enforcement authorities without the approval of the competent authorities of the
PRC.
On September 17, 2021, the Cyberspace Administration of China (the CAC), the SAMR, along
with several other regulatory bodies, jointly issued the Guidelines on Strengthening the
Comprehensive Regulation of Algorithm for Internet Information Services (ࢹڦ
ኬจԈ). These guidelines stipulate that relevant regulatory agencies
should conduct daily monitoring of data usage, application scenarios, and the effects of algorithms,
perform security evaluations on algorithms, establish an algorithm filing system, and adopt a
classification and hierarchical security management approach for algorithms.
On December 31, 2021, the CAC, the MIIT, the Ministry of Public Security, and the SAMR
jointly promulgated the Provisions on the Administration of Algorithm-generated
Recommendations for Internet Information Services () (the
“Algorithm Recommendation Provisions ”), which came into force on March 1, 2022. The
Algorithm Recommendation Provisions implement a classification and hierarchical management
mechanism for algorithm recommendation service providers according to various criteria. They
mandate that algorithm recommendation service providers must clearly notify users about the
provision of algorithm recommendation services, properly disclose the basic principles, intentions,
and main operating mechanisms of these services. Moreover, when algorithm recommendation
service providers sell goods or offer services to consumers, they are required to safeguard
consumers’ rights to fair trade and are prohibited from engaging in illegal practices such as
imposing unreasonable differential treatment on transaction terms based on consumers’ preferences,
purchasing habits, or other characteristics.
Personal Information Protection
The Several Provisions on Regulating the Market Order of Internet Information Services ( ஝
֛issued by the MIIT on December 29, 2011 and effective as
of March 15, 2012, establish clear rules regarding user personal information. Internet information
service providers are generally prohibited from collecting user personal information or sharing it
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with third parties without the user’s consent, except as otherwise permitted by laws and
administrative regulations. “User Personal information” is defined as information about users that,
either on its own or in combination with other data, can identify the users’ identities. Service
providers must explicitly inform users about how they collect, process, and for what purposes, and
can only gather information essential for providing services. They also have the responsibility to
store user personal information properly. In case of a leak or potential leak, immediate corrective
actions must be taken, and in serious situations, the incident must be reported promptly to the
telecommunications regulatory authority.
Following the Decision on Strengthening the Protection of Online Information (̋੶ၣഖ
֛issued by the SCNPC on December 28, 2012, and the Order for the Protection of
Telecommunications and Internet User Personal Information (ᚐ஝
֛issued by the MIIT on July 16, 2013, any collection and use of user personal information must
meet specific criteria. It requires user consent and must adhere to the principles of legality,
rationality, and necessity, operating within defined purposes, methods, and scopes. Internet
information service providers are obligated to maintain strict confidentiality of such information,
and are strictly prohibited from disclosing, altering, destroying, selling, or providing it to others.
Violations of these regulations can lead to various penalties, including warnings, fines, confiscation
of illegal earnings, license revocation, filing cancellation, website shutdown, and in severe cases,
criminal liability.
According to the Notice of the Supreme People’s Court, the Supreme People’s Procuratorate
and the Ministry of Public Security on Legally Punishing Criminal Activities Infringing upon the
Personal Information of Citizens (ʮ͏
ٝeffective from April 23, 2013, and the Interpretation of the Supreme
People’s Court and the Supreme People’s Procuratorate on Several Issues regarding Legal
Application in Criminal Cases Infringing upon the Personal Information of Citizens (ج
༆ᙑ), issued on
May 8, 2017 and effective on June 1, 2017, certain activities are considered criminal acts of
infringing upon citizens’ personal information. These include: (i) providing citizens’ personal
information to specific individuals or releasing it online or through other channels in violation of
national regulations; (ii) sharing legitimately collected citizen information with others without the
individuals’ consent (except when the information is processed to be unidentifiable and
unrecoverable); (iii) collecting citizens’ personal information in violation of relevant rules and
regulations during duty performance or service provision; and (iv) obtaining citizens’ personal
information through illegal means such as purchasing, accepting, or exchanging.
On May 28, 2020, the National People’s Congress adopted the Civil Code (Պ), which
came into force on January 1, 2021. The Civil Code safeguards the personal information of natural
persons, stipulating that any organization or individual must legally acquire others’ personal
information when necessary, ensuring its security, and refraining from illegal collection, storage,
use, processing, transmission, provision, or disclosure. Personal information of natural persons
encompasses various details like names, dates of birth, ID numbers, biometric data, addresses,
phone numbers, email addresses, health information, and whereabouts, recorded electronically or
otherwise.
The Personal Information Protection Law of the People’s Republic of China ( ʕശɛ͏΍ձ
), promulgated by the SCNPC on August 20, 2021 and effective from
November 1, 2021, defines the scope of its application. It covers: (i) personal information
processing activities within China involving natural persons; (ii) such activities occurring outside
China but aimed at providing products or services to Chinese natural persons or
analyzing/evaluating their behavior. Personal information is defined as all types of information
related to identifiable natural persons recorded by electronic or other means, excluding anonymized
data. Processing includes collection, storage, use, processing, transmission, provision, disclosure,
deletion, etc. The law reiterates the circumstances under which personal information can be
processed, such as with individual consent, for contract — related purposes, to fulfill legal duties,
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in response to public health emergencies, for public — interest activities like news reporting, when
processing publicly available information within reasonable limits, or as otherwise provided by
laws and regulations. It also specifies the obligations of personal information processors. Violations
of the law can result in penalties like rectification orders, warnings, fines, business suspension,
license revocation, inclusion in credit records, and criminal liability.
Laws and Regulations on Advertising Business
Advertising
According to the Advertising Law of the People’s Republic of China ( ʕശɛ͏΍ձ਷ᄿѓ
) promulgated by the SCNPC on October 27, 1994 and last amended on April 29, 2021, the
advertisers refer to the natural persons, legal persons or other organizations that, for the purpose of
marketing products or services, design, produce and publish advertisements either by themselves or
by commissioning others to do so. The advertising operators refer to the natural persons, legal
persons or other organizations that on a commission basis provide advertisement designing,
production and agent service. The advertisement publishers refer to the natural persons, legal
persons or other organizations that publish advertisements for advertisers or advertising operators
commissioned by advertisers. An advertisement shall not contain any information that is false or
causing misunderstanding, and shall not deceive or mislead consumers. Advertisers shall be
responsible for the authenticity of the contents of their advertisements.
Advertisers, advertising agents and advertisement publishers shall, when engaged in
advertising activities, abide by laws and regulations, and comply with the requirements of honesty,
credibility and fair competition.
The administration for market regulation of the State Council shall be in charge of the
supervisory and administrative work for advertisements nationwide and relevant departments of the
State Council shall be responsible for the work relating to the administration of advertisements
within their respective scope of duties. The local administrations for market regulation at or above
the county level shall be in charge of the supervisory and administrative work for advertisements
within their respective administration regions and the relevant departments of the local people’s
governments at or above the county level shall be responsible for the work relating to the
administration of advertisements within their respective scope of duties.
An advertisement shall not involve any of the following circumstances: (i) using or using in
a disguised manner the national flag, the national anthem, the national emblem, the army flag, the
military song or army emblem of the PRC; (ii) using or using in a disguised manner the names or
images of the State organs or their functionaries; (iii) using words such as the State-level, the
highest-grade or the best; (iv) impairing the dignity or interests of the State or disclosing the secrets
of the State; (v) hindering social stability or harming public interests; (vi) endangering the safety
of the person or property, or disclosing personal privacy; (vii) hindering the public order or
violating the sound social morals; (viii) having information suggesting pornography, eroticism,
gamble, superstition, terror or violence; (ix) carrying information of ethnic, racial, religious or
sexual discrimination; (x) hindering the protection of environment, natural resources or cultural
heritage; or (xi) other circumstances prohibited by laws or administrative rules and regulations.
Under the Advertising Law, advertisements must be clearly distinguishable. When laws or
regulations mandate certain content to be shown in an advertisement, that content must be
prominently and distinctly presented. In any advertisement, statements regarding a product’s
performance, function, origin, purpose, quality, ingredients, price, manufacturer, validity period,
and guarantees, or a service’s content, provider, form, quality, price, and guarantees, should be
precise, clear, and unambiguous. If an advertisement includes mentions of free gifts to promote
product sales or service provision, details such as the type, specification, quantity, validity period,
and form of these gifts must be clearly stated. Any data, statistics, research findings, excerpts,
quotations, or other cited information used in advertisements must be genuine and accurate, with
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the source disclosed. When the cited information has an applicable scope or validity period, this
should be clearly indicated. If an advertisement involves a patented product or process, the patent
number and type must be shown. Pending patent applications, as well as terminated, revoked, or
invalidated patents, cannot be advertised.
Advertising agents and publishers are required to establish and improve systems for accepting,
registering, reviewing, verifying, and recording advertising business in line with relevant state
regulations. They must review relevant supporting documents and verify advertisement content in
accordance with laws and administrative regulations. For advertisements with false information or
incomplete supporting documents, advertising agents should not offer design, production, or agency
services, and publishers should not release them.
Advertising activities carried out via the Internet are also governed by the Advertising Law.
Online advertisement dissemination should not disrupt users’ normal network use. Pop-up and other
forms of online advertisements must display a close button prominently and enable one-click
closure.
For advertisements of medical treatments, pharmaceuticals, medical devices, agricultural
pesticides, veterinary drugs, health foods, or other advertisements subject to examination as
stipulated by laws or administrative regulations, relevant departments (hereafter referred to as the
“advertisement examination authorities ”) must review the advertisement content before
publication; unauthorized publication is prohibited.
Violators of the Advertising Law may face penalties, including but not limited to fines,
confiscation of advertising fees, suspension of advertising operations, revocation of business
licenses, or revocation of advertisement publication registration certificates.
Internet Advertising
On February 25, 2023, the SAMR issued the Measures for the Administration of Internet
Advertising (), (the “ Internet Advertising Measures ”). These measures
came into effect on May 1, 2023 and concurrently repealed the Interim Administrative Measures on
Internet Advertising (). The Internet Advertising Measures govern
commercial advertising activities within the People’s Republic of China. These activities involve
using websites, web pages, apps, or other online media to directly or indirectly promote products
or services through various forms such as text, images, audio, and video.
Advertising agents and publishers are required to establish, enhance, and enforce systems for
accepting, registering, reviewing, and managing files related to their online advertising business.
Additionally, they must lawfully cooperate with market regulatory authorities in investigations of
the Internet advertising industry and promptly supply true, accurate, and comprehensive
information. When Internet advertisements are published via algorithmic recommendations or other
methods, details such as the rules of algorithmic recommendation services and advertising delivery
records should be included in the advertising records.
The Internet Advertising Measures further stipulate that Internet advertisements must be
distinguishable so that consumers can recognize them as advertisements. For products or services
presented as a result of an auction, advertising publishers should mark them with “advertisement”
to clearly set them apart from organic search results. When publishing Internet advertisements in
pop-up or other forms, advertisers or advertising publishers must prominently display a close icon
to ensure one-click closure. It is strictly prohibited to mislead or deceive users into clicking on or
viewing advertisements through any means. If advertising agents or publishers violate the Internet
Advertising Measures, they may face penalties, including but not limited to fines, confiscation of
advertising fees, suspension of advertising publication operations, or revocation of business
licenses.
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Regulation Relating to Leasing
Pursuant to the Law on Administration of Urban Real Estate (ήପ
) which came into 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 and repair liabilities, and other rights and obligations of parties thereto.
According to the PRC Civil Code (Պ) which took effect on January
1, 2021, 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 agreement if the lessee subleases the
premises without the prior consent of the lessor.
Pursuant to the Administrative Measures for Commodity Housing Leasing (ॡ༣
) issued by the Ministry of Housing and Urban-Rural Development on December 1,
2010 and came into effect on February 1, 2011, the parties concerned to a housing lease shall go
through the housing lease registration formalities with the competent construction (real estate)
departments of the municipalities directly under the central government, cities and counties where
the housing is located within 30 days after the housing lease contract is signed.
Regulation on Intellectual Property
The patent law
As stipulated by the Patent Law of the PRC (جwhich was promulgated
by the SCNPC on December 27, 2008, amended on October 17, 2020, and came into effect in its
revised form on June 1, 2021, along with its Implementation Rules (୚
ۆpromulgated by the State Council on January 9, 2010, effective on February 1, 2010 (and
further revised on December 11, 2023, with the revised version taking effect on January 20, 2024),
the China National Intellectual Property Administration (ᗆପᛆ҅) (the “ CNIPA”) assumes
the responsibility for patent administration across the PRC. Meanwhile, the patent administration
departments of provincial, autonomous region, or municipal governments are tasked with
overseeing patent matters within their respective administrative regions.
The Patent Law of the PRC and its implementation rules define three categories of patents:
“invention,” “utility model,” and “design.” Invention patents, design patents, and utility model
patents enjoy a validity period of 20 years, 15 years, and 10 years respectively, commencing from
the date of application. The Chinese patent system adheres to the “first come, first file” principle.
This implies that when multiple individuals submit patent applications for the same invention, the
patent will be awarded to the applicant who files first. For an invention or utility model to be
eligible for patenting, it must satisfy three key criteria: novelty, inventiveness, and practicability.
Any third party wishing to use a patent must secure the consent or an appropriate license from the
patent holder. Failure to do so will result in an act of patent infringement.
Copyright and software products
In the PRC, copyright, including that of software products, is mainly safeguarded by the
Copyright Law of the PRC (جand its related rules and regulations. As per
the Copyright Law, the protection period for copyrighted software lasts for 50 years. The Regulation
on the Protection of the Right to Communicate Works to the Public over Information Networks (ڦ
ᚐૢԷ), last revised on January 30, 2013, sets out specific provisions regarding
fair use, statutory license, and a “safe harbor” for the use of copyrights and copyright management
technology. It also clearly defines the liabilities of various entities, such as copyright holders,
libraries, and Internet service providers, in case of violations.
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The Measures on Administrative Protection of Internet Copyright (ᚐ
), jointly issued by the MII and the NCAC and effective from May 30, 2005, require that
upon receiving a notice from a copyright owner indicating that certain content disseminated via the
Internet infringes their copyright, an Internet information service provider should remove the
relevant content, record related information, and retain the copyright owner’s notice for six months.
If an Internet information service provider is clearly aware of an Internet content provider’s act of
copyright infringement on the Internet, or fails to remove relevant content after receiving the
copyright owner’s notice despite not having prior knowledge, and at the same time causes damage
to public interests, the infringer will be ordered to cease the infringing act. Additionally, they may
face confiscation of illegal proceeds and a fine of up to three times the illegal business volume; if
the illegal business volume is hard to calculate, a fine of up to RMB100,000 may be imposed.
The Regulations on the Protection of Computer Software (ᚐૢԷ),
promulgated by the State Council, last amended on January 30, 2013, and effective from March 1,
2013, aim to protect the rights and interests of computer software copyright holders and encourage
the development of the software industry and the information economy. In China, software
developed by Chinese citizens, legal persons, or other organizations is automatically protected upon
development, without the need for an application or approval process. Software copyright can be
registered with the designated agency. Once registered, the registration certificate issued by the
software registration agency serves as prima facie evidence of copyright ownership and other
registered details. The Computer Software Copyright Registration Measures (ၑዚழ΁ഹЪᛆ೮
جissued by the National Copyright Administration on February 20, 2002, govern the
registration of software copyrights, exclusive licensing contracts for software copyrights, and
assignment agreements. The National Copyright Administration oversees software copyright
registration, and the Copyright Protection Center of China is designated as the software registration
authority. The Copyright Protection Center of China issues registration certificates to applicants for
computer software copyrights who meet the relevant requirements.
Trademarks
The trademarks in the People’s Republic of China are safeguarded by the PRC Trademark Law
(جwhich was initially promulgated by the SCNPC on August 23, 1982, and
has undergone subsequent amendments on February 22, 1993, October 27, 2001, August 30, 2013,
and April 23, 2019. In addition, the Implementation Regulation of the PRC Trademark Law ( ʕശ
ૢԷ), issued by the State Council on August 3, 2002 and amended on April
29, 2014, also plays a part in trademark protection.
The Trademark Office is responsible for handling trademark registrations. Registered
trademarks are granted a validity period of 10 years initially. Upon the expiration of this initial
10-year term or any renewed 10-year term, an additional 10-year term can be obtained if the
trademark registrant makes a request. A trademark registrant has the right to license its registered
trademark to other parties by concluding a trademark license agreement. However, such trademark
license agreements must be submitted to the Trademark Office for record-filing. The licensor bears
the responsibility of supervising the quality of the goods on which the trademark is used, while the
licensee is obliged to ensure the quality of those goods.
The PRC Trademark Law adheres to the “first-to-file” principle for trademark registration. If
a trademark applied for registration is identical or similar to another trademark that has already been
registered or has passed the preliminary examination and approval and is intended for use on the
same or similar goods or services, the application for registration of the former trademark is likely
to be rejected. When applying for trademark registration, no applicant is allowed to infringe upon
the pre-existing rights of others. Moreover, no one can preemptively register a trademark that has
been used by another party and has achieved a “sufficient degree of reputation” through such use.
Trademark license agreements need to be filed with the Trademark Office or its local branches.
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Domain names
Internet domain name registration and related matters are primarily regulated by the Measures
on Administration of Internet Domain Names (جwhich were promulgated by
the MIIT on August 24, 2017 and effective on November 1, 2017 and the Implementing Rules on
the Registration of National Top-level Domain Names (ۆwhich were
promulgated by China Internet Network Information Center (ʕː) and effective
on June 18, 2019. Domain name owners are required to register their domain names, and the MIIT
is in charge of the administration of PRC internet domain names. The domain name services follow
a “first come, first file” principle. Applicants for registration of domain names shall provide their
true, accurate and complete information of such domain names to and enter into registration
agreements with domain name registration service institutions. The applicants will become the
holders of such domain names upon the completion of the registration procedure.
Regulations Relating to Foreign Exchange
Regulation on foreign currency exchange
According to the Foreign Exchange Administration Regulations ( ̮ි၍ଣૢԷ), which
were promulgated by the State Council on January 29, 1996, came into effect on April 1, 1996, and
were last amended on August 5, 2008, the Renminbi can be freely converted into other currencies
for current account transactions. These transactions cover dividend distribution, interest payments,
as well as foreign exchange transactions related to trade and services. However, for capital account
items like direct investments, loans, investment repatriation, and investments in overseas securities,
such free conversion is not allowed. Instead, prior approval from the State Administration of
Foreign Exchange (the “ SAFE ”) is required, and registration with the SAFE must be completed in
advance.
In accordance with the Notice of the SAFE on Further Improving and Adjusting Foreign
Exchange Administration Policies for Direct Investment (ආɓӉҷආձሜ዆
) (the “ SAFE Notice No. 59 ”), which was issued by the SAFE on
November 19, 2012, took effect on December 17, 2012, and has been further amended on May 4,
2015, October 10, 2018, and December 30, 2019, there is no need to obtain approval for opening
an account entry in foreign exchange accounts under direct investment. SAFE Notice No. 59 has
also streamlined the capital verification and confirmation procedures for foreign-invested entities.
It has simplified the foreign capital and foreign exchange registration formalities that foreign
investors need to go through when acquiring equities from Chinese parties. Additionally, it has
further enhanced the management of the exchange settlement of foreign exchange capital of
foreign-invested entities.
On March 30, 2015, the SAFE issued the Circular on Reforming the Management Approach
Regarding the Foreign Exchange Capital Settlement of Foreign-Invested Enterprises (̮ි၍
) (the “ Circular 19 ”). This circular
came into effect on June 1, 2015 and was subsequently amended on December 30, 2019, and March
23, 2023. Later, on June 9, 2016, SAFE further promulgated the Circular on Reforming and
Standardizing the Administrative Provisions on Foreign Exchange Settlement of Capital Accounts
() (the “ Circular 16 ”). Among
its various provisions, Circular 16 made certain amendments to Circular 19. As per Circular 19 and
Circular 16, foreign-invested enterprises are given the permission to freely convert 100% of their
foreign exchange capitals and foreign debts from foreign currency into Renminbi. At the same time,
the circulation and utilization of the Renminbi capital converted from the foreign currency-
denominated registered capital or foreign debt of a foreign-invested enterprise are subject to
regulations. Specifically, Renminbi capital cannot be used for business activities beyond the
enterprise’s business scope. Also, it is not allowed to provide loans to entities other than affiliated
companies, except when such actions are permitted within the enterprise’s business scope. In case
of any violations of Circular 19 or Circular 16, the entities involved may be subject to
administrative penalties.
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In addition, the SAFE promulgated the Circular on Printing and Distributing the Provisions on
Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the
Supporting Documents (Ι೯<֛> ஷ
) on May 11, 2013 and amended it on October 10, 2018 and December 30, 2019, which
specifies that the administration by the SAFE or its local branches over direct investment by foreign
investors in the PRC shall be conducted by way of registration and banks shall process foreign
exchange business relating to the direct investment in the PRC based on the registration information
provided by the SAFE and its branches.
On February 13, 2015, the SAFE promulgated Notice of the SAFE on Further Simplifying and
Improving Policies for the Foreign Exchange Administration of Direct Investment (̮ි၍
) (the “ Circular 13 ”), which took
effect on June 1, 2015 and was amended on December 30, 2019. Circular 13 delegates the authority
to enforce the foreign exchange registration in connection with the inbound and outbound direct
investment under relevant SAFE rules to certain banks and therefore further simplifies the foreign
exchange registration procedures for inbound and outbound direct investment.
On January 26, 2017, the SAFE promulgated the Notice on Improving the Check of
Authenticity and Compliance to Further Promote Foreign Exchange Control (ආɓӉપආ̮
) (the “ Circular 3 ”), which stipulates several capital
control measures with respect to the outbound remittance of profit 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 the 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 October 23, 2019, the SAFE issued Circular Regarding Further Promotion of the
Facilitation of Cross-Border Trade and Investment (ҳ
), pursuant to which all foreign-invested enterprises can make domestic equity
investments with their capital funds in accordance with the related laws.
Regulations on foreign exchange registration of overseas investment by PRC residents
On July 4, 2014, SAFE promulgated the Circular 37 for the purpose of simplifying the
approval process, and for the promotion of the cross-border investment. Under Circular 37, (i) a
resident in Chinese Mainland must register with the local SAFE branch before he or she contributes
assets or equity interests in an overseas special purpose vehicle (an “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, PRC resident must update his or her SAFE
registration when the Overseas SPV undergoes material events relating to any change of basic
information (including change of such PRC citizens or residents, name and operation term,
increases or decreases in investment amount, transfers or exchanges of shares, or mergers or
divisions).
In 2015, SAFE Notice 13 amended the Circular 37 by requiring PRC residents or entities to
register with qualified banks rather than 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. Failure to comply with the registration procedures set forth in Circular 37 and the
subsequent notice, or making misrepresentations or failing to disclose the control of the
foreign-invested enterprise that is established through round-trip investment, may result in
restrictions being imposed on the foreign exchange activities of the relevant foreign-invested
enterprise, 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.
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Stock Incentive Plans
According to the Notices on Issues Concerning the Foreign Exchange Administration for
Domestic Individuals Participating in Stock Incentive Plans of Overseas Publicly-Listed Companies
()
promulgated by the SAFE on February 15, 2012, individuals participating in any stock incentive
plan of any overseas publicly listed company who are Chinese citizens or foreign citizens who
reside in Chinese Mainland for a continuous period of not less than one year, subject to a few
exceptions, are required to register with the SAFE or its local branches and complete certain other
procedures through a domestic qualified agent, which could be a Chinese subsidiary of such
overseas listed company. The participants must also retain an overseas entrusted institution to
handle matters in connection with their exercise of stock options, the purchase and sale of
corresponding stocks or interests and fund transfers. In addition, the agent in Chinese Mainland is
required to further amend the SAFE registration with respect to the stock incentive plan if there is
any material change to the stock incentive plan, the mainland Chinese agent or the overseas
entrusted institution or other material changes. The mainland Chinese agents must, on behalf of the
mainland Chinese residents who have the right to exercise the employee share options, apply to the
SAFE or its local branches for an annual quota for the payment of foreign currencies in connection
with the mainland Chinese residents’ exercise of the employee share options. The foreign exchange
proceeds received by the mainland Chinese residents from the sale of shares under the stock
incentive plans granted and dividends distributed by the overseas listed companies must be remitted
into the bank accounts in Chinese Mainland opened by the mainland Chinese agents before
distribution to such mainland Chinese residents.
Regulations Relating to Employment and Social Welfare
The labor contract law
Pursuant to the PRC Labor Law (جwhich was promulgated by the
SCNPC on July 5, 1994, effective on January 1, 1995 and amended on August 27, 2009 and
December 29, 2018, the PRC Labor Contract Law (جwhich was
promulgated by the SCNPC on June 29, 2007, effective on January 1, 2008 and amended on
December 28, 2012, and the Implementing Regulations of the Employment Contracts Law ( ʕശɛ
ૢԷ) which were promulgated by the State Council and effective on
September 18, 2008, labor relationships between employers and employees must be executed in
written form. Wages may not be lower than the local minimum wage. Employers must establish a
system for labor safety and sanitation, strictly abide by state standards and provide relevant
education to its employees. Employees are also required to work in safe and sanitary conditions.
Social insurance and housing fund
According to PRC laws and regulations, such as the Social Insurance Law of the PRC ( ʕശ
جwhich was promulgated by the State Council on October 28, 2010, took
effect on July 1, 2011, and was amended on December 29, 2018. The Interim Regulations on the
Collection and Payment of Social Security Funds (ᎈ൬ᅄᖮᅲБૢԷ), which were
promulgated by the State Council and took effect on January 22, 1999, and were amended on March
24, 2019. And the Regulations on the Administration of Housing Accumulation Funds (ږ
၍ଣૢԷ), which were promulgated by the State Council, took effect on April 3, 1999, and were
amended on March 24, 2002 and March 24, 2019. Employers are obligated to make contributions
on behalf of their employees to several social security funds. These include funds for basic pension
insurance, unemployment insurance, basic medical insurance, occupational injury insurance,
maternity insurance, and housing accumulation funds. The payments should be made to local
administrative authorities. Any employer that fails to contribute may face fines and be ordered to
pay the outstanding amount.
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Regulations on Taxes
Enterprise income tax
Under the EIT Law, which became effective on January 1, 2008 and was subsequently
amended on February 24, 2017 and December 29, 2018, and its implementing rules, enterprises are
classified as resident enterprises and non-resident enterprises.
PRC resident enterprises typically pay an enterprise income tax at the rate of 25% while
non-PRC resident enterprises without any branches in the PRC should pay an enterprise income tax
in connection with their income from the PRC at the tax rate of 10%. According to the EIT Law,
the EIT tax rate of a high and new technology enterprise is 15%.
The EIT Law and its implementation rules stipulate that a 10% income tax rate is typically
applicable to dividends payable to “non-resident enterprises” as investors. This rate also applies to
gains obtained by such investors in two scenarios: (i) when they do not have an establishment or
business location in the PRC; or (ii) when they do have an establishment or business location in the
PRC, but the relevant income is not effectively connected to this establishment or location, provided
that these dividends and gains are sourced within the PRC.
Notably, the income tax on these dividends can be reduced according to tax treaties between
China and other jurisdictions. For instance, in line with the Arrangement Between the Mainland of
China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation on
Income (τર) (the “ Double Tax
Avoidance Arrangement ”) and other applicable PRC laws, if a Hong Kong resident enterprise
meets the relevant conditions and requirements set by the competent PRC tax authority under this
arrangement and other laws, the 10% withholding tax on dividends it receives from a PRC resident
enterprise can be lowered to 5% upon approval from the in-charge tax authority. However, as per
the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax
Treaties (ٝissued by the SA T on February 20, 2009, if
the relevant PRC tax authorities determine, at their discretion, that a company’s reduced income tax
rate is due to a tax-driven structure or arrangement, they have the right to adjust the preferential tax
treatment.The SA T’s Announcement on Relevant Issues Concerning the “Beneficial Owners” in Tax
Treaties (ʕ“Ϟɛ”ʮѓ), released on February 3, 2018 and
effective from April 1, 2018, details factors that either support or are not conducive to determining
an applicant’s status as a “beneficial owner”.
The Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated
Enterprises as People’s Republic of China Tax Resident Enterprises on the Basis of De Facto
Management Bodies (͏ΆุϞᗫਪᕚ
ٝpromulgated by the SA T on April 22, 2009 (effective from January 1, 2008 and amended
on December 29, 2017), sets out clear standards and procedures. These are used to determine
whether the “de facto management body” of an enterprise registered outside Chinese Mainland but
controlled by mainland Chinese enterprises or enterprise groups is actually located within Chinese
Mainland.
The SA T Bulletin 7, issued on February 3, 2015 and last amended on December 29, 2017,
expands China’s tax jurisdiction. It covers transactions involving the transfer of taxable assets
through the offshore transfer of a foreign intermediate holding company. According to this bulletin,
if a non-resident enterprise indirectly transfers properties such as equity in PRC resident enterprises
without justifiable business purposes and with the intention of avoiding enterprise income tax, this
indirect transfer will be reclassified as a direct transfer of equity in a PRC resident enterprise. To
assess the reasonable commercial purposes of an indirect transfer of PRC taxable properties, all
related arrangements must be comprehensively considered, and the factors listed in SA T Bulletin 7
must be thoroughly analyzed based on the actual situation. Additionally, SA T Bulletin 7 has
introduced safe harbors for internal group restructurings and the purchase and sale of equity through
a public securities market.
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The Announcement of the State Administration of Taxation on Issues Concerning the
Withholding of Non-resident Enterprise Income Tax at Source (੻
ʮѓ) (the “ SAT Bulletin 37 ”), issued by the SA T on October 17, 2017 and
amended on June 15, 2018, further clarifies the practices and procedures for withholding
non-resident enterprise income tax. This helps to ensure more standardized and accurate
implementation of tax withholding in this regard.
V alue-added tax
The Provisional Regulations on V alue-added Tax (೼ᅲБૢԷ), initially promulgated by
the State Council on December 13, 1993 and subsequently amended on November 10, 2008,
February 6, 2016, and November 19, 2017, along with the Implementing Rules of the Provisional
Regulations on V alue-added Tax (ۆfirst issued by the MOF on December
25, 1993 and revised on December 15, 2008, and October 28, 2011, are collectively referred to as
the “ V AT Law”. According to these regulations, all taxpayers who sell goods, provide processing,
repair, or replacement services, or import goods within the PRC are obligated to pay V A T. Unless
otherwise specified, for general V A T taxpayers engaged in the sale of services and intangible assets,
the applicable V A T rate stands at 6%.
On April 4, 2018, MOF and the SA T jointly issued the Circular of the Ministry of Finance and
the State Administration of Taxation on Adjustment of V alue-Added Tax Rates (௅e೼ਕᐼ҅
ٝ“() Circular 32 ”). This circular introduced several key adjustments: (i)
the V A T rates for taxable sales or importation of goods that were previously subject to 17% and 11%
rates were reduced to 16% and 10%, respectively; (ii) the deduction rate for the purchase of
agricultural products, which was originally 11%, was adjusted down to 10%; (iii) when purchasing
agricultural products for the production, sales, or consigned processing of goods subject to a 16%
tax rate, the input V A T would be calculated based on a 12% deduction rate; (iv) for exported goods
that previously had a 17% tax rate and a 17% export tax refund rate, the export tax refund rate was
lowered to 16%; (v) for exported goods and cross-border taxable activities that were subject to an
11% tax rate and an 11% export tax refund rate, the export tax refund rate was adjusted to 10%.
Circular 32 took effect on May 1, 2018, and in case of any discrepancies with prior provisions, it
superseded them.
Further, on March 20, 2019, the MOF, the SA T, and the General Administration of Customs
jointly released the Announcement on Policies for Deepening the V A T Reform (೼ҷ
ʮѓ)( “ Announcement 39 ”), aimed at further slashing V A T rates. Announcement 39
stipulated the following changes: (i) for general V A T payers, the applicable V A T rate for sales
activities or imports previously taxed at 16% was decreased to 13%, and for those taxed at 10%,
it was adjusted to 9%; (ii) The deduction rate for agricultural products purchased by taxpayers,
which was 10%, was reduced to 9%; (iii) when taxpayers purchased agricultural products for
production or commissioned processing of goods subject to a 13% V A T rate, the input V A T would
be calculated using a 10% deduction rate; (iv) for the exportation of goods or labor services taxed
at 16% with an equal export refund rate, the export refund rate was adjusted to 13%; (v) for the
exportation of goods or cross-border taxable activities taxed at 10% with an equal export refund
rate, the export refund rate was lowered to 9%. Announcement 39 came into force on April 1, 2019,
and in case of conflicts with existing regulations, it prevailed.
On January 9, 2023, the MOF and the SA T issued the Announcement on Clarifying the
V alue-added Tax Reduction and Exemption Policy for Small-scale V alue-added Tax Taxpayers and
Other Policies (ʮѓ). From January 1,
2023, to December 31, 2023, taxpayers in productive service industries — defined as those whose
sales from providing postal, telecommunication, modern, and life services accounted for over 50%
of total sales — were permitted to deduct 5% of their current period’s deductible input tax from the
tax payable.
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Finally, on August 2, 2023, the MOF and the SA T promulgated the Announcement of the
Ministry of Finance and the State Taxation Administration on the Relevant Tax and Fee Policies for
Further Supporting the Development of Micro and Small Enterprises and Individual Industrial and
Commercial Households (Ϟᗫ೼
ʮѓ). This announcement stated that from January 1, 2023, to December 31, 2027,
small-scale V A T taxpayers, small low-profit enterprises, and individual industrial and commercial
households would be eligible for a 50% reduction in resource tax (excluding water resource tax),
urban maintenance and construction tax, property tax, urban land use tax, stamp tax (excluding
securities trading stamp tax), farmland occupation tax, educational surtax, and local education
surcharges.
LA WS AND REGULATIONS RELATING TO OUR BUSINESS IN THE UNITED KINGDOM
Below is a summary of laws and regulations in the U.K. which are relevant to our intelligent
advertising services.
Digital Markets, Competition and Consumers Act (“DMCCA”)
The DMCCA prohibits unfair commercial practices by traders towards consumers before,
during and after a contract is made or a transaction takes place. Commercial practices can include
advertising, marketing, sales, supplies and post-sale customer service.
Commercial practices are unfair if they meet any of the following criteria:
 They would likely cause the average consumer to take a transactional decision that they
would not otherwise have taken as a result of a misleading action, misleading omission,
aggressive practice or a breach of the requirements of professional diligence.
 They comprise an invitation to purchase (ITP), such as an advert, and fail to include
material information.
 They are listed in Schedule 20 as being automatically banned.
Section 225(4), DMCCA
A trader means any person or entity acting for the purposes of their business or in the name
of (or on behalf of) a business (section 225(3), DMCCA). Business includes a trade, craft or
profession, any other undertaking carried on for gain or reward, and the activities of government
departments and local or public authorities (section 249, DMCCA).
Business Protection from Misleading Marketing Regulations (“BPRs”)
Advertising to businesses is covered by the Business Protection from Misleading Marketing
Regulations 2008 (BPRs). The BPRs came into force on 26 May 2008 implementing the Misleading
and Comparative Advertising Directive (2006/114/EC) (MCAD) and apply to all of the UK.
The BPRs prohibit business-to-business advertising that misleads traders.
Advertising is misleading under the BPRs if it deceives or is likely to deceive traders and,
because of its deceptive nature, it is likely to affect their economic behaviour or to injure (or is
likely to injure) a competitor (regulation 3(2)).
The BPRs also regulate comparative advertising (that is, advertising which expressly or
impliedly identifies a competitor or its products (regulation 2(1)) directed at consumers or
businesses. For comparative advertising to be lawful under the BPRs, it must meet a long list of
criteria in regulation 4.
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In particular, the comparative advertising must not be misleading under regulation 3 of the
BPRs or a misleading action or omission under (Consumer Protection from Unfair Trading
Regulations 2008/1277) CPUT or the DMCCA.
Other legislation and common law rules relevant to advertising content
Other legislation and common law rules relevant to advertising content include those
governing:
 Intellectual property rights. For example, copyright in images and rights in trade
marks used in advertising.
 Defamation. This can be particularly relevant to statements about competitors.
 Privacy. For example, where an advert suggests that an individual uses or endorses a
product.
 Passing off. For example, where an advert wrongly suggests that a product is made by,
endorsed by or somehow connected to a third party.
 Sector specific legislation. The ASA publishes a list of all legislation which impacts on
advertising and which includes sector specific legislation.
 Communications Act 2003 (CA 2003). The CA 2003 requires Ofcom, the regulator for
broadcast services, to set standards for television and radio content, including
advertising. Statutory objectives for these standards which relate to advertising include
protecting under-18s and preventing advertising which may be misleading, harmful or
offensive in television and radio services (section 319(2)). These statutory objectives are
reflected in the BCAP Code.
 Consumer protection law. In addition to the DMCCA, other consumer protection law
may be relevant to advertising. For example, the Consumer Rights Act 2015 (CRA)
could result in promises made in advertising becoming terms of the contract formed with
any eventual consumer purchaser.
LA WS AND REGULATIONS RELATING TO OUR BUSINESS IN THE UNITED STATES
Businesses operating in the United States are subject to a variety of federal, state and local
laws and regulations (“ U.S. Regulations ”). The U.S. Regulations expected to be material to our
operations are those relating to, among others, data privacy, corporate income tax, and contract law
as described below.
Data Privacy
We are subject to a variety of laws and regulations in the United States that involve privacy,
data protection and personal information, data security, and data retention and deletion. In
particular, we are subject to federal, state, and foreign laws regarding privacy and protection of
people’s data. U.S. federal and state laws and regulations, which in some cases can be enforced by
private parties in addition to government entities, are constantly evolving and can be subject to
significant change. As a result, the application, interpretation, and enforcement of these laws and
regulations are often uncertain, particularly in the new and rapidly evolving industry in which we
operate, and may be interpreted and applied inconsistently from state to state and country to country
and inconsistently with our current policies and practices.
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Corporate Income Tax
U.S. corporate income tax is imposed at the federal level on all entities treated as corporations
and by 47 states and the District of Columbia. The U.S. corporate income tax (CIT) rate is based
on a progressive rate schedule; however, an alternative minimum tax provides for a flat rate with
fewer deductions. Certain localities also impose corporate income tax. Corporate income tax is
imposed on all domestic corporations and on foreign corporations having income or activities
within the jurisdiction.
Transfer Pricing
The U.S. has an extensive system of laws and practices designed to preserve the U.S. tax base
by preventing income from being shifted among related parties through the inappropriate pricing of
related party transactions. The U.S. transfer pricing regime seeks to ensure that transactions
involving the transfer of goods and services between related companies are made on an arm’s length
basis and are priced based on market conditions that permit profit to be reflected in the appropriate
tax jurisdiction. Where the results of a transaction do not reflect an arm’s length price, the U.S. tax
authority can reallocate the income to reflect the appropriate price and in some cases, impose
monetary penalties for substantial or deliberate inaccuracy.
The U.S. Congress has enacted legislation and the US Treasury Department has promulgated
regulations to control transfer pricing, all of which are administered and enforced by the Internal
Revenue Service (“ IRS”). On 22 December 2017, the Tax Cuts and Jobs Act (Tax Act) became law.
The Tax Act represents a comprehensive reform to the Internal Revenue Code (“ IRC”). Among its
many changes, the Tax Act lowered the federal corporate income tax rate to 21% and overhauled
the international tax provisions of the IRC, which may cause many multi-national companies to
reevaluate their transfer pricing arrangements. Additionally, the Tax Act amended the IRC’s transfer
pricing provisions, which will directly affect transfers of intangible property.
Federal tax legislation is contained in the IRC. Specifically, Section 482 of the IRC governs
transfer pricing and applies when two or more organizations, trades, or businesses (regardless of
form and place of the organization) are owned or controlled, directly or indirectly, by the same
interests. The general rule of Section 482 authorizes the IRS to reallocate income, deductions,
credits or allowances among the members of a controlled group of entities to ensure clear reflection
of income or to prevent tax avoidance.
Section 482 also provides an additional test for transfers of intangible property (IP). Income
with respect to the transfer (or license) of IP must be “commensurate with the income” attributable
to the IP . Under the commensurate-with-income standard, actual profit realized from the
exploitation of an intangible must be considered in determining an arm’s length price for the
transfer of the intangible. The amount of the compensation should therefore reflect changes in the
income attributable to that intangible over time.
In the U.S., individual states enact their own corporate income tax rules, which include the
power and authority to regulate transfer pricing. The state rules focus on the shifting of income and
deductions from a high-tax state to lower-tax states. Although the focus of most multinational
businesses is on the relationship with the IRS, the state-by-state approach to transfer pricing
methodologies must not be ignored. Each state is a sovereign taxing jurisdiction with the authority
to disregard the conclusions reached by the IRS with respect to the appropriateness of a particular
transfer pricing method.
Each of the 50 U.S. states has its own internal statutes, regulations, case law and other
authority governing transfer pricing issues.
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Contract Law
Contract law in the U.S. governs the obligations established by agreements between private
parties. Whether these agreements are express or implied, they create legally enforceable rights and
duties. The law of contracts varies from state to state. Each state has its own set of rules and
principles governing contracts. However, there are certain areas where federal contract law applies
nationwide.
LA WS AND REGULATIONS RELATING TO OUR BUSINESS IN SINGAPORE
The following is a summary of the main laws and regulations of Singapore that are material
to our business and operations in Singapore as of the Latest Practicable Date:
Singapore Code of Advertising Practice
In Singapore, the Singapore Code of Advertising Practice (“ SCAP ”) applies to digital and
online advertising (which includes advertisements on social media, interactive advertisements, and
influencer partnerships).
The SCAP is managed by the Advertising Standards Authority of Singapore (“ ASAS ”), an
advisory council under the Consumers Association of Singapore (CASE), and seeks to promote a
high standard of ethics in advertising through industry self-regulation. ASAS has further
implemented the Guidelines for Interactive Marketing Communication & Social Media, which read
in conjunction with the SCAP , set the standards for advertising and marketing communication that
appear on interactive advertisements and social media. Advertisements in Singapore should be
honest, should not contain anything illegal or which may mislead in any way by inaccuracy,
ambiguity, exaggeration, omission or otherwise, and should not, without justifiable reason, play on
fear.
Whilst the SCAP does not have the force of law in Singapore, it is in practice applied to
complement the regimes governing advertisements of certain regulated products in Singapore. For
example, therapeutic products (as categorised under the Health Products Act 2007) are subject to
the Health Products (Advertisement of Therapeutic Products) Regulations 2016. Non-compliance
with the SCAP may result in directives from the ASAS to alter or remove the non-compliant
content, which would generally be adhered to by advertisers in Singapore.
Consumer Protection (Fair Trading) Act 2003
Advertisements in Singapore must comply with the Consumer Protection (Fair Trading) Act
2003 (“ CPFTA”) which requires advertisements to be accurate and not misleading. The CPFTA
further generally prohibits “unfair practice” in relation to consumer transactions. “Unfair practice”
includes acts where a supplier does or says anything or omits to do or say anything, and where a
consumer may reasonably be deceived or misled or makes a false claim or takes any action as
prohibited under the Second Schedule to the CPFTA (which covers general acts of
misrepresentation).
Persistent offenders may face investigation by the Competition and Consumer Commission of
Singapore (CCCS).
Broadcasting Act 1994
All Internet content providers and Internet service providers in Singapore are automatically
licensed under the Broadcasting (Class Licence) Notification (“ Class Licence Notification ”)
promulgated under the Broadcasting Act 1994 (“ Broadcasting Act ”).
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All class licensees are required to comply with the conditions stated in the Schedule to the
Class Licence Notification, and ensure that any content offered complies with the Internet Code of
Practice, which inter-alia obliges the licensees to use best efforts to ensure that prohibited material
is not broadcast via the Internet to users in Singapore.
The Info-Communications Development Authority of Singapore (“ IMDA ”) is empowered
under the Broadcasting Act to impose sanctions, including fines, on any class licensee which has
contravened the Internet Code of Practice.
Electronic Transactions Act 2010
The Electronic Transactions Act 2010 (“ ETA”) provides a framework for the regulation of
nearly all digital and e-commerce services, including electronic contracts, records and signatures.
The ETA reflects Singapore’s implementation of the United Nations Convention on the Use of
Electronic Communications in International Contracts which follows from the 1998 UNCITRAL
Model Law on Electronic Commerce, and the UNCITRAL Model Law on Electronic Transferable
Records.
Section 6 of the ETA expressly recognises that information would not be denied legal effect,
validity or enforceability solely on the ground that it is in the form of an electronic record. Under
section 8 of the ETA, a legal requirement for a signature is satisfied in an electronic record if a
method is used to identify the signatory to indicate the person’s intent in respect of the information
in the electronic record, and such method is appropriately reliable in the circumstances. Section
11(2) of the ETA further expressly recognises that a contract would not be denied validity or
enforceability solely on the ground that an electronic communication was used in the formation of
the contracts.
Online Criminal Harms Act 2023
The Online Criminal Harms Act 2023 (“ OCHA ”) enables the authorities to issue directions to
be issued to, inter-alia, online service providers and any other digital advertising intermediaries to
put in place systems to prevent the misuse of online accounts, and enhance the transparency of
political advertising.
If a designated online service is found to be non-compliant with any Code of Practice issued
pursuant to OCHA, the Singapore Police Force is empowered to issue a rectification notice to the
service provider to correct the non-compliance within a specified timeframe, or an Implementation
directive to the provider of a designated online service to put in place any system, process, or
measure as is necessary or expedient to address a relevant offence under the Second Schedule to the
OCHA. Where there has been non-compliance with a direction, rectification notice, an
implementation directive, or any other order, the Singapore Police Force can issue an “Access
Blocking Order”, “App Removal Order”, or “Service Restriction Order” to restrict access to the
non-compliant online service, or part of the service, to prevent the criminal activity and content
from being accessed by persons in Singapore.
Spam Control Act 2007
The Spam Control Act 2007 (“ SCA”) is intended to combat unsolicited commercial electronic
communications. Persons who intend to send, cause to be sent or authorise the sending of such
unsolicited commercial electronic messages are required to comply with all requirements set out in
the Second Schedule of the SCA. These include, amongst other requirements, incorporating a space
before the title in the subject field, or if there is no subject field, in words first appearing in the
message. In addition, an unsubscribe facility must be provided within the message.
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The SCA adopts a civil-based regime for the enforcement of its requirements, allowing parties
who have suffered loss or damage due to a sender’s non-compliance with the SCA to take direct
legal action against the sender.
Protection From Online Falsehoods And Manipulation Act 2019
The Protection From Online Falsehoods And Manipulation Act 2019 (“ POFMA ”) is intended
to combat unsolicited commercial electronic communications. The IMDA is the regulatory authority
that administers the POFMA through a dedicated office known as the POFMA Office. The POFMA
Office has issued codes of practice to ensure that prescribed Internet intermediaries and digital
advertising intermediaries have adequate systems and processes in place to prevent and counter the
misuse of online accounts by malicious actors, enhance the transparency of political advertising,
and deprioritise online falsehoods.
Personal Data Protection Act 2012
The Personal Data Protection Act 2012 (“ PDPA”) governs the collection, use, disclosure, and
care, of personal data collected by organisations.
Personal data includes any data about an individual who can be identified from that data, or
when that data is read together with other information to which an organisation has or is likely to
have access, but excludes personal data about a deceased person who has been dead for more than
10 years, personal data that is contained in a record that has been in existence for at least 100 years,
and business contact information (i.e. an individual’s name, position name or title, business
telephone number, business address, business email or business fax number and any other similar
information about the individual not provided by him or her for his or her personal purposes).
The PDPA sets out the following overriding obligations in accordance with which all personal
data must be obtained, used and disclosed by organisations:
 Consent Obligation: The PDPA prohibits organisations from collecting, using or
disclosing an individual’s personal data unless consent or deemed consent has been
obtained from the individual after he was notified of the purposes for which his personal
data is to be collected, used and disclosed. Consent given may be withdrawn at any time
by the individual, and the organisation must allow and facilitate the withdrawal of
consent. Upon receiving the notice to withdraw consent, the individual should be
informed of the likely consequences of withdrawing his consent and the organisation
must thereafter cease to collect, use or disclose the individual’s personal data.
 Purpose Limitation Obligation: An organisation may collect, use or disclose personal
data about an individual only for the purposes that a reasonable person would consider
appropriate in the circumstances, and the individual has been informed of the purposes.
 Notification Obligation: All organisations are required to notify individuals of the
purposes for which their personal data is being collected, used and disclosed on or before
such collection, use or disclosure.
 Accuracy Obligation: Organisations are required to make a reasonable effort to ensure
that personal data so collected is accurate and complete.
 Protection Obligation: Organisations are required to implement reasonable security
arrangements to protect personal data under their possession/control to prevent
unauthorised access, collection, use, disclosure, copying, modification, disposal or
similar risks.
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 Access & Correction Obligations: All organisations are required to notify the individuals
that they are entitled to request for access to, and correction of, their personal data. If
the organisation is unable to respond to the access or correction request within 30 days
after receiving the request, the individual should be informed in writing within 30 days
of the time by which the organisation would be able to respond to the request.
Organisations may charge an individual a reasonable fee for access to personal data
about the individual but are not permitted to charge any fee for the correction of personal
data.
 Retention Limitation Obligation: Organisation are required to cease retaining documents
that contain personal data, and remove the means by which the personal data can be
associated with any particular individuals as soon as it is reasonable to assume that the
purpose(s) for which that personal data was collected is no longer being served by
retention of the personal data, and retention is no longer necessary for legal or business
purposes. However, personal data may be retained so long as one or more of the purposes
for which it was collected remains valid, or where they are legally required to retain
records under applicable laws. Personal data just cannot be kept on a “just in case” basis.
 Transfer Limitation Obligation: Organisations are generally not permitted to transfer
personal data outside of Singapore except in accordance with the requirements
prescribed under the PDPA.
 Accountability Obligation: Organisations are required to undertake measures to meet
their obligations under the PDPA, including but not limited to appointing a data
protection officer to ensure that organisation’s compliance with the PDPA, developing
and implementing data protection policies and practices; and making information about
their data protection policies and practices publicly available.
Individuals may submit a complaint to the Personal Data Protection Commissioner (“ PDPC ”)
who would investigate the organisation’s conduct and compliance with the PDPA. If it is found that
the organisation was not PDPA-compliant, the PDPC may impose a financial penalty of up to
S$1,000,000 or 10% of the organisation’s annual turnover in Singapore, whichever is the higher,
and direct the organisation to stop collecting, using or disclosing personal data in contravention of
the PDPA or destroy personal data collected in contravention of the PDPA.
LA WS AND REGULATIONS RELATING TO OUR BUSINESS IN HONG KONG
There is no specific statutory requirement for us to obtain any license to carry out our business
in Hong Kong other than the requirement to register our business in accordance with the Business
Registration Ordinance (Chapter 310 of the Laws of Hong Kong). Below is a summary of the laws
and regulations in Hong Kong which are relevant to our business.
Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong)
We are subject to the Business Registration Ordinance. The Business Registration Ordinance
requires every entity that carries on a business in Hong Kong to apply for business registration
within one month from the date of commencement of the business, and to display the valid business
registration certificate at the place of business.
Any person who fails to apply for business registration or display a valid business registration
certificate at the place of business shall be guilty of an offence, and shall be liable to a fine of
HK$5,000 and to imprisonment for one year.
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Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong)
We are subject to the profits tax regime under the Inland Revenue Ordinance. The Inland
Revenue Ordinance is an ordinance for the purposes of imposing taxes on property, earnings and
profits in Hong Kong. The Inland Revenue Ordinance provides, among others, that persons, which
include corporations, partnerships, trustees and bodies of persons, carrying on any trade, profession
or business in Hong Kong are chargeable to tax on all profits (excluding profits from the date of
capital assets) arising in or derived from Hong Kong from such trade, profession or business.
As at the Latest Practicable Date, the standard profits tax rate for corporations was at 16.5%.
The Inland Revenue Ordinance also contains provisions relating to, among others, permissible
deductions for outgoings and expenses, set-offs for losses and allowances for depreciation.
Trade Marks Ordinance (Chapter 559 of the Laws of Hong Kong)
The Trade Marks Ordinance provides for the registration of trade marks, the use of registered
trade marks and related matters. In order to enjoy protection by the laws of Hong Kong, trade marks
shall be registered with the Trade Marks Registry of the Intellectual Property Department under the
Trade Marks Ordinance and the Trade Marks Rules (Chapter 559A of the Laws of Hong Kong).
By virtue of Section 14 of the Trade Marks Ordinance, the owner of a registered trade mark
is conferred with exclusive rights in the trade mark. Any use of the trade mark by third parties
without the consent of the owner is an infringement of the trade mark and the owner of the
registered trade mark is entitled to remedies under the Trade Marks Ordinance, such as infringement
proceedings under Sections 23 and 25 of the Trade Marks Ordinance.
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OVERVIEW
Our history can be traced back to 2009 when our Company was established in the PRC. Over
the years, under the leadership of our founders, Ms. Huang and Mr. Xie, we have been dedicated
to providing intelligent marketing services to enterprises by leveraging AI technologies through our
proprietary AI application products. For details of the biographies of our founders, see “Directors,
Supervisors and Senior Management.” During the Track Record Period, we delivered intelligent
advertising services and intelligent data management through our two flagship platforms,
AlphaDesk and AlphaData. Through our continuous in-house research and development, our
AlphaDesk has been developed from a programmatic advertising system into an intelligent
advertising platform with capabilities for cross-platform campaign and performance optimization,
and our AlphaData has continuously evolved into an AI-enabled platform for customer relationship
management. For details on the development history of AlphaDesk and AlphaData, see “Business
— Our Product Matrix.” Leveraging our early mover advantage in the industry and sustained
commitment to research and development of AI technologies, we have been a major player in
China’s decision-making AI application market for marketing and sales, ranking first in terms of
revenue in 2024, according to Frost & Sullivan.
Our Company was converted into a joint stock company with limited liability on October 21,
2015 and was renamed as Beijing DeepZero Technology Co., Ltd. (ʮ
̡) on July 30, 2019.
BUSINESS MILESTONES
The following table sets forth the key milestones of our business development:
Y ear Milestone
2009 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Our Company was established as a limited liability company in the
PRC under the name of Beijing Pinyou Interactive Advertising Co.,
Ltd. (ʮ̡).
2011 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Our Company was renamed as Beijing Pinyou Interactive Information
Technology Co., Ltd. (ʮ̡).
We developed AlphaDesk then as a programmatic advertising system
for personal computer web, supporting behavioural, interest-based and
geographic audience targeting, intelligent bidding, and real-time
performance reporting.
2014 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We released the first demand-side platform with PDB function under
AlphaDesk, and ran the first PDB campaign in China.
2015 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Our Company was converted into a joint stock company with limited
liability.
Our AlphaDesk was expanded into a programmatic advertising
platform for mobile applications and other online platforms.
2016 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We expanded our overseas presence into the United States by
establishing our subsidiary, iPinY ou US.
2017 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We became the first batch of key members of the China AI Marketing
Industry Alliance ( ʕ਷AIᐄቖପุᑌຑ).
We developed AlphaData to address enterprises’ needs for managing
their internal customer data and enhancing customer operations,
primarily through functions including data collection, data cleansing,
data analytics, tag management systems, and precision marketing.
We ventured into the Southeast Asian market with the launch of our
subsidiary, iPinY ou Singapore.
2018 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We further broadened our global reach into Europe by establishing our
subsidiary, iPinY ou UK, in the United Kingdom.
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Y ear Milestone
2019 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Our brand name was upgraded to DeepZero and our Company was
renamed as Beijing DeepZero Technology Co., Ltd. (߅
ʮ̡), with our product matrix anchored by AlphaData and
AlphaDesk officially established.
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Our Company was accredited as a National-level Specialized, Refined,
Characteristic, and Innovative “Little Giant” Enterprise (ॴਖ਼ၚत
อʃ̶ɛΆุ) by the Ministry of Industry and Information Technology
of the PRC (ʷ௅).
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We launched the international version of customer data platform (CDP)
and marketing automation (MA) under AlphaData.
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We launched Deep Agent, our enterprise AI agent system.
MAJOR CORPORATE DEVELOPMENT
Early Development
On April 30, 2009, our Company was established as a limited liability company in the PRC
under the name of Beijing Pinyou Interactive Advertising Co., Ltd. (ʮ̡)
with an initial registered capital of RMB100,000, owned by Ms. Huang and Mr. Xie as to 78% and
22%, respectively. On June 11, 2009, Ms. Huang transferred 6% equity interest in our Company to
Mr. Xie at a consideration of RMB6,000, which was determined based on our then registered capital
and had been fully paid up, upon the completion of which our Company was owned by Ms. Huang
and Mr. Xie as to 72% and 28%, respectively. Our registered capital was increased from
RMB100,000 to RMB1 million on September 23, 2009, which were subscribed for by Ms. Huang
and Mr. Xie on a pro rata basis and had been fully paid up as of September 22, 2009.
On April 6, 2011, Ms. Huang transferred 6.71% and 11.02% equity interest in our Company
to Mr. Xie and Mr. Shen Xuehua ( ӏኪശ), an early individual investor of our Company,
respectively, at a total consideration of RMB177,300, which was determined based on our then
registered capital and had been fully paid up. Upon the completion of such equity transfer, our
Company was owned by Ms. Huang, Mr. Xie and Mr. Shen Xuehua as to 54.27%, 34.71% and
11.02%, respectively.
Previous Offshore Structure
In 2011, for the purpose of facilitating offshore financing to support our business growth and
in view of our global vision, we underwent the following steps to set up an offshore corporate
structure:
 Incorporation of PinY ou Cayman : On April 1, 2011, PinY ou Cayman was incorporated
in the Cayman Islands as an exempted company with limited liability, which was owned
by Ms. Huang, Mr. Xie and Mr. Shen Xuehua, through their respective wholly-owned
investment holding vehicle, namely Intelligence Holding Ltd (“ Intelligence Holding ”),
Y uan An Holding Ltd. (“ Yuan An Holding ”) and Kaweh V enture Limited (“ Kaweh
Venture ”), as to 54.27%, 34.71% and 11.02%, respectively;
 Incorporation of PinY ou HK and Tianjin Optimus : On April 29, 2011, PinY ou HK was
incorporated in Hong Kong as a private limited company and directly wholly-owned by
PinY ou Cayman. On June 27, 2011, Tianjin Optimus was established by PinY ou HK as
a wholly foreign-owned limited liability company in the PRC with an initial registered
capital of US$5 million; and
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 Entering into contractual arrangements : On June 29, 2011, our Company and its then
registered Shareholders, namely Ms. Huang, Mr. Xie and Mr. Shen Xuehua, entered into
a series of contractual arrangements with Tianjin Optimus, which enabled Tianjin
Optimus to exercise control over the operations and enjoy the relevant economic benefits
of our Company.
From 2011 to 2015, we underwent several rounds of Pre-IPO Investments at the level of
PinY ou Cayman. See “— Pre-IPO Investments” for details. After completion of these Pre-IPO
Investments and immediately before we unwound our offshore shareholding structure in 2015 (the
“Flip-down ”) as detailed in “— Unwinding of the Offshore Structure and Flip-down” below, the
shareholding structure of PinY ou Cayman was as follows:
Name of shareholder Category of shares
Number of
shares held
Aggregate
percentage of
shareholding
Intelligence Holding (1) /H1118/H1118/H1118/H1118/H1118Ordinary shares 18,547,950 26.20%
Y uan An Holding (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118Ordinary shares 12,504,280 17.66%
China Broadband (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Ordinary shares 380,569 16.87%
Series B preferred shares 8,219,967
Series C preferred shares 3,339,362
Fantastic Charm
(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Series A-2 preferred shares 7,951,938 11.23%
Forward New Era (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118Series A-2 preferred shares 5,301,292 7.49%
Kaweh V enture (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Ordinary shares 3,969,000 5.61%
Forward New Ads (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118Ordinary shares 1,682,391 4.93%
Series A-1 preferred shares 1,143,048
Series C preferred shares 667,872
V angoo
(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Ordinary shares 89,645 3.97%
Series B preferred shares 2,054,992
Series C preferred shares 667,872
OP V entures
(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Series C preferred shares 2,003,617 2.83%
Forward New Century (3) /H1118/H1118/H1118/H1118Series B preferred shares 1,027,496 1.45%
CGC(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Ordinary shares 530,129 0.75%
Fortunate New Century (3) /H1118/H1118/H1118/H1118Ordinary shares 529,786 0.75%
Gar Y ee Elaine Wong (4) /H1118/H1118/H1118/H1118/H1118Series A-1 preferred shares 183,985 0.26%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,795,191 100.00
Notes:
(1) During the Flip-down, an aggregate of 7,447,529 shares of PinY ou Cayman were not flipped down to our
Company and were repurchased by PinY ou Cayman, including (i) 1,112,877 shares held by Intelligence
Holding, 750,257 shares held by Y uan An Holding and 238,140 shares held by Kaweh V enture, and (ii) all the
shares held by V angoo China Growth Fund II, L.P . (“ Vangoo”), OP V entures Global I FCPR (“ OP Ventures ”)
and CGC Great Warrants Limited (“ CGC”) who exited our Group after the share repurchase. For details of the
share repurchases, see “— Unwinding of the Offshore Structure and Flip-down — Share Repurchases by
PinY ou Cayman.”
(2) During the Flip-down, all the shareholding held by China Broadband at the offshore level was flipped down
to our Company and subscribed for by its affiliate, Mr. Tian Suning ( ͞๑ྐྵ). See “— Unwinding of the
Offshore Structure and Flip-down — Flipping down of shareholdings in PinY ou Cayman to our Company” for
details.
(3) During the Flip-down, all the shareholdings held by Fantastic Charm Limited (“ Fantastic Charm ”),
FORW ARD NEW ERA LIMITED (“ Forward New Era ”), Forward New Ads Limited (“ Forward New Ads ”),
FORW ARD NEW CENTURY LIMITED (“ Forward New Century ”) and Fortunate New Century Limited
(“Fortunate New Century ”) at the offshore level were flipped down to our Company and subscribed for by
their affiliates, Forward Maoshang, Shanghai Maoyao and Shanghai Zhencheng. See “— Unwinding of the
Offshore Structure and Flip-down — Flipping down of shareholdings in PinY ou Cayman to our Company” for
details.
(4) During the Flip-down, Gar Y ee Elaine Wong exited our Group, whose shareholding at the offshore level was
flipped down to our Company and subscribed for by Mr. Qu Zhe (ࡪSee “— Unwinding of the Offshore
Structure and Flip-down — Flipping down of shareholdings in PinY ou Cayman to our Company” for details.
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Capital Increases and Conversion into Joint Stock Company
Our registered capital was increased from RMB1 million to RMB5 million on February 3,
2015, and further increased to RMB10 million on July 7, 2015, which were all subscribed for by
Ms. Huang, Mr. Xie and Mr. Shen Xuehua and had been fully paid up as of June 30, 2015. Upon
the completion of such capital increases, our Company was owned by Ms. Huang, Mr. Xie and Mr.
Shen Xuehua as to 52.96%, 35.71% and 11.33%, respectively.
On October 21, 2015, our Company was converted into a joint stock company with limited
liability under the laws of the PRC. Our registered capital became RMB10,000,000 divided into
10,000,000 Shares with a nominal value of RMB1.00 each.
Unwinding of the Offshore Structure and Flip-down
In 2015, in contemplation of our then NEEQ quotation plan as further described in “—
Previous Listing Applications,” we underwent the following restructuring steps to flip down the
shareholding to our Company and unwind our offshore shareholding structure:
Flipping down of shareholdings in PinY ou Cayman to our Company
To flip down the shareholdings in PinY ou Cayman to our Company, pursuant to a capital
increase agreement dated November 13, 2015, the respective beneficial owners or transferees of our
offshore investors, Mr. Tian Suning, Forward Maoshang, Shanghai Maoyao, Shanghai Zhencheng,
Pinyou Chuanqi, Chiyou Wanghui, Y ouchi Hetao, Y oupin Hutong and Mr. Qu Zhe subscribed for an
aggregate of 10,135,927 Shares at a total consideration of RMB96,902,000, which was based on a
price per share of RMB9.56 negotiated on an arm’s length basis between our Company and the
relevant subscribers and fully settled on January 12, 2016.
Upon the completion of such share subscriptions, the shareholding structure of our Company
was as follows:
Name of Shareholder
Number of
Shares held
Approximate
percentage of
shareholding
Ms. Huang /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/H11185,296,202 26.30%
Mr. Tian Suning /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/H11183,626,948 18.01%
Mr. Xie /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/H11183,570,486 17.73%
Forward Maoshang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,576,573 12.80%
Shanghai Maoyao /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/H11182,371,033 11.78%
Mr. Shen Xuehua /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/H11181,133,312 5.63%
Shanghai Zhencheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118612,494 3.04%
Pinyou Chuanqi (1) /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/H1118223,247 1.11%
Chiyou Wanghui (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118223,247 1.11%
Y ouchi Hetao (1) /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/H1118223,248 1.11%
Y oupin Hutong (1) /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/H1118223,248 1.11%
Mr. Qu Zhe /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/H111855,889 0.28%
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/H111820,135,927 100.00%
Note:
(1) Pinyou Chuanqi, Chiyou Wanghui, Y ouchi Hetao and Y oupin Hutong were shareholding platforms owned as
to 50% by Ms. Huang as the general partner and 50% by Mr. Xie as the sole limited partner. The Shares
subscribed for by these shareholding platforms were equivalent to 2,939,719 ordinary shares originally
reserved by PinY ou Cayman as employee share incentives which were not implemented, and all the Shares held
by these shareholding platforms were transferred to Ms. Huang and Mr. Xie in 2021. For details of the share
transfers, see “— Major Shareholding Changes after the Flip-down — Share transfers by our Shareholders in
2020 and 2021.”
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Acquisition of Tianjin Optimus
On October 16, 2015, PinY ou HK transferred 100% equity interest in Tianjin Optimus to our
Company at a consideration of RMB240,000,000, which was determined with reference to the
repurchase price paid by PinY ou Cayman as described below and the subscription price of the
corresponding onshore subscriptions, and fully settled on January 7, 2016, upon the completion of
which Tianjin Optimus became a directly wholly-owned subsidiary of our Company.
Share Repurchases by PinY ou Cayman
PinY ou Cayman repurchased (i) an aggregate of 30,427,706 shares from China Broadband,
Fantastic Charm, Forward New Era, Forward New Ads, Forward New Century, Fortunate New
Century and Gar Y ee Elaine Wong whose shareholdings were flipped down to our Company through
subscriptions by the respective affiliates or transferee of such offshore investors, at a total
consideration of US$13,894,941.32 which was determined after arm’s length negotiation with
reference to their onshore subscription price; and (ii) an aggregate of 7,447,529 shares from
Intelligence Holding, Y uan An Holding, Kaweh V enture, V angoo, OP V entures and CGC, at a total
consideration of US$21,594,234.47 which was determined after arm’s length negotiation with
reference to the original investment cost paid by the relevant offshore shareholders. Such
considerations were fully settled on January 8, 2016.
Termination of contractual arrangements
On December 10, 2015, Tianjin Optimus, our Company and its then registered Shareholders
terminated the contractual arrangements as detailed in “— Previous Offshore Structure.”
Major Shareholding Changes after the Flip-down
Series D Investment
Pursuant to the respective investment agreements dated November 16, 2015 and December 12,
2015 and a supplementary agreement dated February 1, 2016, China Mobile Fund, Beijing BGWG,
Zhuhai Da’an, Shenzhen Capital, Hongtu Chengzhang, Ms. Lu Haoxuan ( ௤ᚦໞ), Pinyou Chuanqi
and Mr. Zhang Wei ( ੵ⑸) subscribed for an aggregate of 4,549,708 Shares at a total consideration
of RMB284,201,000 and fully settled on May 30, 2016. See “— Pre-IPO Investments” for details.
Capital increase converted from capital reserve in 2016
On September 2, 2016, the registered capital of our Company increased from RMB24,685,635
to RMB81,264,998 through conversion of capital reserve. Immediately upon completion of the
capital increase, the shareholding structure of our Company was as follows:
Name of Shareholder
Number of
Shares held
Approximate
percentage of
shareholding
Ms. Huang /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/H111817,435,073 21.45%
Mr. Tian Suning /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/H111811,939,898 14.69%
Mr. Xie /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/H111811,754,023 14.46%
Forward Maoshang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,482,066 10.44%
China Mobile Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,126,502 10.00%
Shanghai Maoyao /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/H11187,805,430 9.60%
Mr. Shen Xuehua /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/H11183,730,860 4.59%
Beijing BGWG /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/H11182,898,549 3.57%
Shanghai Zhencheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,016,327 2.48%
Zhuhai Da’an /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/H11181,054,018 1.30%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name of Shareholder
Number of
Shares held
Approximate
percentage of
shareholding
Shenzhen Capital /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/H11181,054,018 1.30%
Hongtu Chengzhang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,054,018 1.30%
Pinyou Chuanqi /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/H1118998,433 1.23%
Chiyou Wanghui /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/H1118734,928 0.90%
Y ouchi Hetao /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/H1118734,931 0.90%
Y oupin Hutong /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/H1118734,931 0.90%
Ms. Lu Haoxuan /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/H1118263,504 0.32%
Mr. Zhang Wei /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/H1118263,504 0.32%
Mr. Qu Zhe /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/H1118183,985 0.23%
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/H111881,264,998 100.00%
Share transfers by our Shareholders in 2017
Pursuant to a share transfer agreement dated January 6, 2017, Zhuhai Da’an agreed to transfer
1,054,018 Shares to its general partner, Ms. Liu Chunru (ন), at a consideration of RMB20
million, which was determined based on the original investment cost paid by Zhuhai Da’an and
fully settled on June 29, 2017.
As certain performance targets prescribed under the investment and shareholders agreements
for the Series D Investment were not achieved, the relevant compensation mechanism was triggered.
Pursuant to a supplemental agreement dated September 6, 2017, the following transferors, as the
obligors under the relevant compensation clause, transferred certain number of Shares to China
Mobile Fund at nil consideration. Details of the share transfers are set forth as follows:
Transferor
Number of
Shares Transferred
Ms. Huang /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/H1118/H1118/H1118/H1118908,645
Mr. Xie /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/H1118/H1118/H1118/H1118/H1118/H1118612,572
Mr. Shen Xuehua /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/H1118194,437
Mr. Tian Suning /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/H1118153,616
Forward Maoshang /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/H1118109,128
Shanghai Maoyao /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/H1118100,423
Shanghai Zhencheng /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/H111825,942
Series E Investment
Pursuant to an investment agreement dated October 31, 2017, Qidian Yihao subscribed for
2,650,177 Shares at a consideration of RMB60,000,007.28 and fully settled on November 20, 2017.
See “— Pre-IPO Investments” for details.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Share transfers by our Shareholders in 2020 and 2021
From December 2020 to November 2021, certain of our shareholders transferred their shares
and ceased to be our Shareholders, details of which are set forth as follows:
No. Transferor Transferee
Number
of Shares
transferred Consideration
Date of settlement
of consideration
(in RMB)
1. /H1118/H1118/H1118Mr. Tian Suning (1) Beijing Heyin (2) 11,786,282 168,543,833 (3) April 19, 2021
2. /H1118/H1118/H1118Ms. Huang Mr. Huang Jicheng
(ו2)
1,025,810 20,906,007 (4) January 14, 2021
Mr. Xie 691,560 14,093,993 (4) December 30, 2020
3. /H1118/H1118/H1118Ms. Lu Haoxuan (1) Shanghai
Zhencheng (2)
263,504 5,370,211.52 (4) April 22, 2021
4. /H1118/H1118/H1118Pinyou Chuanqi (1) Ms. Huang 499,217 1,897,024.60 (5) November 22, 2021
Mr. Xie 499,216 1,897,020.80 (5) November 22, 2021
5. /H1118/H1118/H1118Chiyou Wanghui (1) Ms. Huang 367,464 1,396,363.20 (5) November 22, 2021
Mr. Xie 367,464 1,396,363.20 (5) November 22, 2021
6. /H1118/H1118/H1118Y ouchi Hetao (1) Ms. Huang 367,466 1,396,370.80 (5) November 22, 2021
Mr. Xie 367,465 1,396,367.00 (5) November 22, 2021
7. /H1118/H1118/H1118Y oupin Hutong (1) Ms. Huang 367,465 1,396,367.00 (5) November 22, 2021
Mr. Xie 367,466 1,396,370.80 (5) November 22, 2021
Notes:
(1) Upon the completion of such share transfers, Mr. Tian Suning, Ms. Lu Haoxuan, Pinyou Chuanqi, Chiyou
Wanghui, Y ouchi Hetao and Y oupin Hutong ceased to be our Shareholders.
(2) For the background of Beijing Heyin, Mr. Huang Jicheng and Shanghai Zhencheng, see “— Pre-IPO
Investments — Information about the Pre-IPO Investors” below.
(3) The consideration was determined after arm’s length negotiation between the relevant parties primarily with
reference to the original investment cost paid by the relevant transferor.
(4) The considerations were determined after arm’s length negotiation between the relevant parties with reference
to an agreed-upon modest discount to the subscription price in our Series E Investment.
(5) The considerations were determined after arm’s length negotiation between the relevant parties with reference
to the then net assets value of our Company.
Share repurchases and capital reduction
Due to commercial considerations of certain of our investors, on December 27, 2024, we
repurchased an aggregate of 2,304,000 Shares, representing 2.75% of the total issued share capital
of our Company immediately before such Share repurchases, from Shanghai Maoyao, Beijing
Heyin, China Mobile Fund, Beijing BGWG, Shenzhen Capital and Hongtu Chengzhang at a total
consideration of RMB44,006,400 which was determined based on the post-money valuation of
RMB1.5 billion of our Group in the Series D Investment and fully settled on March 25, 2025. Upon
completion of share repurchases and capital reduction, the shareholding structure was as follows:
Name of Shareholder
Number of
Shares held
Approximate
percentage of
shareholding
Ms. Huang /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/H111817,102,230 20.96%
Mr. Xie /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/H111812,051,502 14.77%
Beijing Heyin /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/H111811,455,282 14.04%
China Mobile Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,911,265 10.92%
Forward Maoshang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,372,938 10.26%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name of Shareholder
Number of
Shares held
Approximate
percentage of
shareholding
Shanghai Maoyao /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/H11187,405,007 9.07%
Mr. Shen Xuehua /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/H11183,536,423 4.33%
Beijing BGWG /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/H11182,817,549 3.45%
Qidian Yihao /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/H11182,650,177 3.25%
Shanghai Zhencheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,253,889 2.76%
Mr. Huang Jicheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,717,370 2.10%
Ms. Liu Chunru /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/H11181,054,018 1.29%
Shenzhen Capital /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/H1118918,018 1.12%
Hongtu Chengzhang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118918,018 1.12%
Mr. Zhang Wei /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/H1118263,504 0.32%
Mr. Qu Zhe /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/H1118183,985 0.23%
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/H111881,611,175 100.00%
ACTING-IN-CONCERT AGREEMENT
In order to formalize the joint influence and control effected by our founders, Ms. Huang and
Mr. Xie, they entered into an acting-in-concert agreement on July 13, 2016, pursuant to which they
agreed to, for so long as they are our Shareholders, communicate thoroughly to reach a consensus
as to how to exercise their voting rights in our Company and act in concert by aligning their votes
at the relevant Shareholders’ meetings. In the event that they could not reach a consensus as to how
to exercise their voting rights, Mr. Xie agreed to follow the directions of Ms. Huang.
OUR PRINCIPAL SUBSIDIARIES
The following entities are our principal operating subsidiaries which we consider material to
our business operations:
Name of company
Shareholding held
by our Group
Date and place
of establishment
Principal business
activities
Shanghai Pinyou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100% June 27, 2018, PRC Provision of intelligent
advertising services
and intelligent data
management services
to customers
iPinY ou International /H1118/H1118/H1118/H1118/H1118/H1118100% June 7, 2016, Hong Kong Provision of intelligent
advertising services
and intelligent data
management to
customers
iPinY ou UK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100% November 7, 2018,
the United Kingdom
Provision of intelligent
advertising services
and intelligent data
management to
customers
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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PREVIOUS LISTING APPLICATIONS
Our Company submitted a quotation application to the NEEQ in July 2016 (the “ Proposed
NEEQ Quotation ”). During the vetting process in relation to the Proposed NEEQ Quotation, no
major comments or issues were raised and all the vetting comments issued to our Company were
satisfactorily addressed and resolved. In October 2016, we received the approval for quotation on
the NEEQ. Subsequently, taking into account the trading volume and liquidity level of the NEEQ
market as well as our long-term strategic goals for fund-raising and business development, in
November 2016, the then Shareholders of our Company resolved not to proceed with the NEEQ
quotation and our Shares were not quoted and transferred on the NEEQ.
In June 2022, our Company submitted an application to the Shenzhen Stock Exchange for
listing on its ChiNext market (the “ Previous A Share Listing Application ”). From July 2022 to
September 2023, our Company received and fully responded to three rounds of written vetting
comments issued by the Shenzhen Stock Exchange, among which the material comments mainly
requested additional disclosure on, inter alia , (i) our business model, including, among others, (a)
the key system modules, functionalities, performance outcomes and core technologies of our
AlphaDesk and AlphaData, (b) the detailed service workflow and service effectiveness of our
products and services, (c) the value proposition, critical role and irreplaceability of our services
within the industry value chain, and (d) our R&D commitments and capabilities, technological
advancement and competitive strengths; (ii) our financial performance during the track record
period for our Previous A Share Listing Application; and (iii) our historical corporate development
and shareholding changes.
We have duly addressed and resolved such comments by fully responding to and
supplementing disclosure on all the aforesaid requested information, which are publicly disclosed
and have also been taken into consideration during the process of our preparation for this prospectus
and the Listing. As of the Latest Practicable Date, there was no outstanding comment or enquiry
from the Shenzhen Stock Exchange in connection with the Previous A-Share Listing Application.
Our Company voluntarily withdrew the application after taking into consideration, among others,
our business and future development strategies. Our withdrawal application was accepted by the
Shenzhen Stock Exchange in June 2024.
On the other hand, considering that (i) the Stock Exchange, as an internationally recognized
and renowned stock exchange, would offer us an established platform to tap into the international
capital markets, diversify our fund-raising channels and broaden our shareholder base; and (ii) the
Listing on the Stock Exchange would elevate our brand visibility in both domestic and overseas
markets and benefit our business collaboration with international business partners with an
improved and transparent corporate governance structure, our Directors believe that the Listing on
the Stock Exchange is in line with our development strategies and will be in the best interests of
our Company and our Shareholders as a whole.
Our Directors are not aware of (i) any matters or findings from the Proposed NEEQ Quotation
or the Previous A Share Listing Application which have been brought to their attention that would
have a material adverse implication on the Listing; (ii) any disagreement or dispute between us and
the professional parties engaged for the Proposed NEEQ Quotation or the Previous A Share Listing
Application; or (iii) any matters that might materially and adversely affect our Company’s
suitability for the Listing. Our Directors further confirm that there is no other matter in relation to
the Proposed NEEQ Quotation or the Previous A Share Listing Application that needs to be brought
to the attention of the Stock Exchange or potential investors.
Based on the due diligence work conducted by the Sole Sponsor, nothing has come to the Sole
Sponsor’s attention that would reasonably cause the Sole Sponsor to cast doubt in any material
respect with the Directors’ view above.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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PRE-IPO INVESTMENTS
Overview
The principal terms of our Pre-IPO Investments are summarized below:
Round (1)
Series A-2
Investment
Series B
Investment
Series C
Investment
Series C-1
Investment (9)
Series D
Investment
Series E
Investment
Name of the Pre-IPO
Investors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Forward New Era (2) China Broadband (3), V angoo(4),
Forward New Century (2) and
Forward New Ads (2)(5)
China Broadband (3),
OP V entures(6), V angoo(4),
Forward New Ads (2)(7) and
CGC(8)
Fortunate New Century (2),
China Broadband (3) and
V angoo(4)
China Mobile Fund, Beijing
BGWG, Zhuhai Da’an (10) ,
Shenzhen Capital, Hongtu
Chengzhang, Ms. Lu
Haoxuan
(11), Pinyou
Chuanqi (12) and Mr. Zhang
Wei
Qidian Yihao
Date of the relevant
agreements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
May 12, 2011 December 18, 2012 (15) &
August 19, 2013 (15)
May 27, 2014 &
July 10, 2014
July 1, 2015 (16) November 16, 2015 &
December 12, 2015 &
February 1, 2016
October 31, 2017
Number of Shares
purchased
(13) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
13,253,230 10,390,511 5,689,625 910,355 14,977,617 2,650,177
Total consideration paid by
the investors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
US$7,500,000 US$10,112,461 US$8,519,044 US$1,483,880 RMB284,201,000 RMB60,000,007.28
Date on which consideration was
fully settled /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
July 26, 2011 January 28, 2013 (15) October 8, 2014 March 2, 2015 (16) May 30, 2016 November 20, 2017
Cost per Share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118US$0.57 US$0.97 US$1.50 US$1.63 RMB18.98 RMB22.64
Discount to the Offer Price (14) /H1118/H111890.99% 84.67% 76.28% 74.22% 56.16% 47.72%
Post-money valuation of our
Group /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
US$30.0 million US$62.6 million US$106.6 million US$116.0 million RMB1.5 billion RMB1.9 billion
Basis of determination of the
considerations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
The considerations of the Pre-IPO Investments were determined through arm’s length negotiations with the Pre-IPO Investors, taking into account th e valuation when the respective
investment agreements were entered into based on the then business prospect, results of operation and financial condition of our Group.
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 and operation of our Group as well as for general working capital purposes. A s of the Latest
Practicable Date, the proceeds from the Pre-IPO Investments had been fully utilized.
Lock-up /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Pursuant to the PRC Company Law, all the Shares issued by our Company prior to the Global Offering (including those held by the Pre-IPO Investors) will b e subject to a lock-up
period of one year from the Listing Date.
Strategic benefits of the Pre-IPO
Investments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
At the time of the Pre-IPO Investments, our Directors were of the view that our Group could benefit from the additional capital provided by the Pre-IPO I nvestors and their
knowledge and experience. Moreover, the investments by the Pre-IPO Investors demonstrated their confidence in the business operations of our Group and served as an
endorsement of our performance and prospects.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Notes:
(1) There was a Series A-1 Investment undertaken by Gar Y ee Elaine Wong, EUDAIMONIA CAPITAL PTE. LTD., Tee Keng Foo, Philipp Moritz Georgi and Eric Theo dor George Batscha,
all being Independent Third Parties, who invested US$138,246 in total for subscription of 1,725,950 series A-1 preferred shares of PinY ou Cayman. Th ese investors had all exited our Group
before or during the Flip-down through (i) transfer of shares to Forward New Ads as part of the Series B Investment as further described in Note (5) below ; (ii) repurchase by PinY ou
Cayman of 398,917 series A-1 preferred shares in aggregate from EUDAIMONIA CAPITAL PTE. LTD., Tee Keng Foo and Eric Theodor George Batscha on July 31, 2 015 at a total
consideration of US$1,076,199 which was determined after arm’s length negotiation with reference to their original investment cost and fully settl ed on August 20, 2015; and (iii) transfer
of the corresponding shareholding in our Group by Gar Y ee Elaine Wong to Mr. Qu Zhe during the Flip-down as further described in “— Major Corporate Devel opment — Previous Offshore
Structure.”
In addition, after the Series E Investment, there were a series of share transfers by certain of our Shareholders in 2020 and 2021. Se e “ — Major Corporate Development — Major
Shareholding Changes after the Flip-down — Share transfers by our Shareholders in 2020 and 2021” for details.
(2) Forward New Era, Forward New Century, Forward New Ads and Fortunate New Century were our investors prior to the Flip-down and after the Flip-down, t heir shareholdings were held
by their onshore affiliates, Forward Maoshang, Shanghai Maoyao and Shanghai Zhencheng, our Pre-IPO Investors.
(3) During the Flip-down, Mr. Tian Suning, an affiliate of China Broadband, replaced it to hold the equity interest in our Company. Subsequently, Mr. T ian Suning exited our Company by
transferring all the Shares to Beijing Heyin, after which Mr. Tian Suning ceased to be our Shareholder. See “— Major Corporate Development — Previous O ffshore Structure” and “ —
Major Corporate Development — Major Shareholding Changes after the Flip-down — Share transfers by our Shareholders in 2020 and 2021” for details.
(4) During the Flip-down, PinY ou Cayman repurchased all the shares purchased by V angoo under the Series B Investment, Series C Investment and Series C -1 Investment, as a result of which
V angoo exited our Group. See “— Major Corporate Development — Previous Offshore Structure” for details. Therefore, the total consideration of the re levant round of Pre-IPO Investment
does not include the amount paid by V angoo of (i) US$2,000,000 under the Series B Investment; (ii) US$1,000,000 under the Series C Investment; and (iii ) US$146,122 under the Series
C-1 Investment.
(5) The shares purchased by Forward New Ads under the Series B Investment were acquired from certain former investors of the Series A-1 Investment purs uant to a share transfer agreement
dated August 19, 2013, details of which are set forth as follows:
Transferor Number of shares acquired in PinY ou Cayman Equivalent Shares acquired Consideration
Red Delta Ltd. (an investment holding company of
Philipp Moritz Georgi which undertook all shares
subscribed for by Philipp under Series A-1
Investment) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
376,160 series A-1 preferred shares 114,265 US$366,094
EUDAIMONIA CAPITAL PTE. LTD. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118275,978 series A-1 preferred shares 83,833 US$268,593
Gar Y ee Elaine Wong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118183,985 series A-1 preferred shares 55,889 US$179,062
Tee Keng Foo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118183,985 series A-1 preferred shares 55,889 US$179,062
Eric Theodor George /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118122,940 series A-1 preferred shares 37,345 US$119,650
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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(6) During the Flip-down, PinY ou Cayman repurchased all the shares purchased by OP V entures under the Series C Investment, as a result of which OP V entu res exited our Group. See “—
Major Corporate Development — Previous Offshore Structure” for details. Therefore, the total consideration of the Series C Investment does not incl ude the amount of US$3,000,000 paid
by OP V entures.
(7) Among the shares purchased by Forward New Ads under the Series C Investment, an aggregate of 1,482,391 Shares, equivalent to 1,482,391 ordinary sh ares of PinY ou Cayman, were
acquired from two former offshore ordinary shareholders, namely TECH LONG LIMITED and Stephanie Ann Sarka, who were both Independent Third Parties, at a total consideration
of US$2,219,584.
(8) All the shares purchased by CGC under the Series C Investment were acquired from TECH LONG LIMITED at a consideration of US$515,922, which was deter mined after arm’s length
negotiation between the relevant parties with reference to the subscription price in our Series B Investment. During the Flip-down, PinY ou Cayman re purchased all the shares purchased
by CGC under the Series C Investment, as a result of which CGC exited our Group. See “— Major Corporate Development — Previous Offshore Structure” for de tails. Therefore, the
total consideration of the Series C Investment does not include such amount paid by CGC.
(9) All the shares purchased by Fortunate New Century, China Broadband and V angoo under the Series C-1 Investment were acquired from Intelligence Hol ding, the investment holding vehicle
of Ms. Huang.
(10) Zhuhai Da’an exited our Company by transferring all the Shares to its general partner, Ms. Liu Chunru, after which Zhuhai Da’an ceased to be our Sha reholder. See “— Major Corporate
Development — Major Shareholding Changes after the Flip-down — Share transfers by our Shareholders in 2020 and 2021” for details.
(11) Ms. Lu Haoxuan exited our Company by transferring all the Shares to Shanghai Zhencheng, after which Ms. Lu Haoxuan ceased to be our Shareholder. Se e “— Major Corporate
Development — Major Shareholding Changes after the Flip-down — Share transfers by our Shareholders in 2020 and 2021” for details.
(12) Pinyou Chuanqi, a shareholding platform owned as to 50% by Ms. Huang as the general partner and 50% by Mr. Xie as the sole limited partner, invested R MB5,000,000 for subscription
of 263,504 Shares (equivalent to 80,044 Shares before the capital increase converted from capital reserve) under the Series D Investment. Such inves tment made by Pinyou Chuanqi was
to assume the unfulfilled commitment of a prior investor who withdrew before capital contribution and to further reinforce the controlling interest of Ms. Huang and Mr. Xie in our
Company. Subsequently, Pinyou Chuanqi exited our Company by transferring all the Shares to Ms. Huang and Mr. Xie, after which Pinyou Chuanqi ceased to be our Shareholder. See “—
Major Corporate Development — Major Shareholding Changes after Flip-down — Share transfers by our Shareholders in 2020 and 2021” for details.
(13) The number of Shares purchased represents the number of Shares of our Company after conversion into joint stock company and conversion from capit al reserve to capital increase
attributable to the relevant investors or their transferees under each round of the Pre-IPO Investments.
(14) Assuming the Offer Price is fixed at HK$49.50, being the mid-point of the indicative Offer Price range.
(15) The cost per share for Series B Investment was agreed among the parties with reference to the subscription agreement dated December 18, 2012, prio r to the settlement date of
considerations. Accordingly, the payment was made through arm’s length negotiations based on the cost per share and number of shares acquired.
(16) The share transfers among the investors and selling shareholders in Series C-1 Investment (the “ Share Transfers ”) were agreed through arm’s length negotiations prior to the settlement
date of the consideration and payment were made accordingly. The Share Transfers and the transaction documents thereof were subsequently rectified and approved by resolutions of the
board of Pinyou Cayman on July 1, 2015. Accordingly, the relevant transaction agreements were dated July 1, 2015, after the date on which consideratio n was fully settled for Series C-1
Investment.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 141 ---
Special Rights
We granted customary special rights to the Pre-IPO Investors under the Pre-IPO Investments,
including, among others, the redemption right, preemptive right, right of first refusal, right of
co-sale, anti-dilution right and director nomination right. All the special rights had been terminated
pursuant to a supplementary agreement to the shareholders’ agreement entered into in November
2021. The special rights will remain not reinstated upon occurrence of any events which are beyond
the control of the Company.
Information about the Pre-IPO Investors
Set out below is the information about our Pre-IPO Investors.
Beijing Heyin and Beijing BGWG
Beijing Heyin is a limited partnership established in the PRC on September 29, 2014, the
general partner of which is Beijing Chord Capital Management Co., Ltd. (ࠢ
ʮ̡)( “Chord Capital ”) holding 0.06% partnership interest therein. Chord Capital is controlled by
Mr. Huang Hao (؀our non-executive Director, as to 85%. Among the three limited partners of
Beijing Heyin, each of Beijing Broadcasting Group Co., Ltd. (ʮ̡)( “ Beijing
Broadcasting Group ”) and Beijing Time Co., Ltd. (ʮ̡)( “ Beijing Time ”) holds
more than one-third of the partnership interest, being 42.81% and 41.69%, respectively. Beijing
Broadcasting Group is wholly owned by Beijing Radio & Television Station ( ̏ԯᄿᅧཥൖၽ), a
public institution directly subordinated to Beijing Municipal Government (ִ݁while
Beijing Time is also controlled by Beijing Radio & Television Station as to 67.82%.
Beijing BGWG is a limited partnership established in the PRC on October 14, 2015. Chord
Capital is also the general partner of Beijing BGWG holding 0.83% partnership interest therein.
Beijing Broadcasting Group is the largest limited partner of Beijing BGWG holding 49.58% interest
therein, and the other two limited partners are institutions each holding less than one-third of the
partnership interest.
Chord Capital currently oversees multiple RMB-denominated equity investment funds
covering strategically emerging sectors including culture and media, cutting-edge technology,
internet and healthcare.
China Mobile Fund
China Mobile Fund is a limited partnership established in the PRC on May 19, 2015. China
Mobile Guotou Innovative Investment Management Co., Ltd. (ʮ̡)i s
the general partner of China Mobile Fund holding 1.85% partnership interest therein, which is
owned by SDIC Fund Management Co., Ltd. (ʮ̡)( “ SDIC Fund ”) and
China Mobile Communication Group Co., Ltd. (ʮ̡)( “ CMC Group ”) as
to 46% and 45%, respectively. SDIC Fund is controlled by China SDIC Gaoxin Industrial
Investment Corp. Ltd. (ʮ̡) as to 40%, which is in turn controlled as
to 72.36% by National Development and Investment Group Co., Ltd. (ʮ̡)
(“National Development ”), a company directly wholly owned by the SASAC. CMC Group is also
directly wholly owned by the SASAC. Each of China Mobile Communication Co., Ltd. ( ʕ਷୅ਗ
ʮ̡)( “ CMC”) and National Development holds more than one-third of the partnership
interest in China Mobile Fund, being 55.43% and 36.95%, respectively. CMC is wholly owned by
China Mobile Limited (ʮ̡), a company listed on the Stock Exchange (Stock Code:
941 (HKD Counter) and 80941 (RMB Counter)) and the Shanghai Stock Exchange (Stock Code:
600941.SH). China Mobile Fund has been focusing on investments in innovative enterprises at
start-up and growing stages in mobile internet as well as its upstream and downstream industries.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Forward Maoshang and Mr. Zhang Wei
Forward Maoshang is a limited partnership established in the PRC on August 14, 2015, the
general partner of which is Mr. Zhang Wei, who is also our Pre-IPO Investor, holding 0.01%
partnership interest therein.
Mr. Zhang Wei has 16 years of professional experience in corporate governance, securities,
investment banking and fund management. He has been serving as the general manager of Beijing
Fude Xinmao Investment Management Consulting Co., Ltd. (ʮ
̡), overseeing strategic operations and investment governance. He is also a supervisor of our
subsidiary, Hefei Pince. We became acquainted with Mr. Zhang Wei through introduction of his
friend.
Among the six limited partners of Forward Maoshang, Jiaxing Yingfei Investment Centre
(Limited Partnership) (ҳ༟ʕː(Υྫ)) (“ Jiaxing Yingfei ”) is the largest limited
partner holding 62.50% interest therein, and the other five are individual investors who are all
Independent Third Parties, each holding less than one-third of the partnership interest. The general
partner of Jiaxing Yingfei is Beijing Dade Hongtao Asset Management Co., Ltd. ( ̏ԯɽ੻҃ᏹ༟
ʮ̡), which is indirectly controlled by Ms. Zhao Xiaoling (ޛan Independent
Third Party, as to 70%, and Mr. Zhao Y ufei (࠭is the largest limited partner of Jiaxing Yingfei
holding 79.60% interest therein, who is also an Independent Third Party.
Individual Investors
Mr . Huang Jicheng
Mr. Huang Jicheng has over 20 years of experience in entrepreneurship, corporate governance
and investment. We became acquainted with him through Mr. Xie, who was a schoolmate of Mr.
Huang Jicheng. Mr. Huang Jicheng is an Independent Third Party.
Ms. Liu Chunru
Ms. Liu Chunru has nearly 30 years of professional experience in business administration and
corporate governance. We became acquainted with Ms. Liu Chunru through introduction of her
friend. Ms. Liu Chunru is an Independent Third Party.
Mr . Qu Zhe
For nearly 30 years, Mr. Qu Zhe has been practicing as a lawyer specializing in a wide range
of areas, including private equity, venture capital, M&A, capital markets and corporate compliance,
especially with a focus on TMT sectors. We became acquainted with Mr. Qu Zhe when he was an
early legal advisor to our Company. Mr. Qu Zhe is an Independent Third Party.
Shanghai Maoyao
Shanghai Maoyao is a limited partnership established in the PRC on August 14, 2015. Mr. Tian
Futai ( ͞బ⌹) is the general partner of Shanghai Maoyao holding 0.44% of the partnership interest,
who is also a supervisor of our subsidiary, Guangzhou Shuzhi. The limited partners of Shanghai
Maoyao are 11 individual investors who are all Independent Third Parties, each holding less than
one-third of the partnership interest.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Shanghai Zhencheng
Shanghai Zhencheng is a limited partnership established in the PRC on November 2, 2015.
Shanghai Huiyang Guohong Investment Management Co., Ltd. (ʮ̡)
is its general partner holding 59.97% interest therein, which is directly wholly owned by Shanghai
Grand Y angtze Capital Co., Ltd. (ʮ̡)( “ Grand Y angtze Capital ”),
which is in turn controlled by Mr. Li Chunyi (່), an Independent Third Party, as to 65.50%,
who is also the sole limited partner of Shanghai Zhencheng holding 40.03% interest therein. Grand
Y angtze Capital is an established private equity firm specializing in healthcare, advanced
manufacturing and technology sectors.
Shenzhen Capital and Hongtu Chengzhang
Hongtu Chengzhang is a limited liability company established in the PRC on November 18,
2014, whose largest shareholder is Shenzhen Capital, holding one-third of the equity interest
therein. Shenzhen Capital is a limited liability company incorporated in the PRC on August 25,
1999, initially co-founded by the Shenzhen Municipal People’s Government (ִ݁and
a group of private shareholders, approximately 28.20% of the equity of which is currently held by
its largest shareholder and de facto controller, the State-owned Asset Supervision and
Administration Commission of the Shenzhen Municipal People’s Government (਷
ึ). Shenzhen Capital currently is a state-owned and independently-managed
investment institution concentrated on venture capital, primarily investing in innovative high-tech
companies in emerging industries at their start-up, growth, or pre-IPO stages, including in IT, new
media, medical, new energy, environmental protection, chemical engineering, new materials,
advanced manufacturing, and consuming goods.
Qidian Yihao
Qidian Yihao is a limited partnership established in the PRC on September 5, 2017, whose
general partner is Qidian V enture Capital Co. Ltd. (ʮ̡)( “ Qidian Venture ”)
holding 0.01% interest therein and sole limited partner is Beihai Xuran V enture Capital Co. Ltd. ( ̏
ʮ̡) holding 99.99% interest therein, which is in turn wholly owned by
Qidian V enture. Qidian V enture is controlled as to 45.90% by Mr. Zhang Hui ( ੵሾ), an Independent
Third Party, and has been focusing on investments in mobile internet industry.
Compliance with the Pre-IPO Investment Guidance
On the basis that (i) the considerations for the Pre-IPO Investments were irrevocably settled
more than 28 clear days before the date of our first submission of the listing application to the Stock
Exchange; and (ii) all the special rights granted to the Pre-IPO Investors as set out herein have been
terminated, the Sole Sponsor confirms that the Pre-IPO Investments comply with the guidance in
Chapter 4.2 (Pre-IPO Investments) of the Guide for New Listing Applicants.
PUBLIC FLOAT AND FREE FLOAT
Public Float
As all our Unlisted Shares will be converted into H Shares, immediately upon completion of
the Global Offering and the Conversion of Unlisted Shares into H Shares, our Company will have
90,679,175 H Shares, among which:
(i) 63,004,435 H Shares (representing approximately 69.48% of our total issued Shares
upon Listing) to be converted from the Unlisted Shares, including (a) 17,102,230 Shares
held by Ms. Huang, (b) 12,051,502 Shares held by Mr. Xie, (c) 14,272,831 Shares held
by Beijing Heyin and Beijing BGWG, being our substantial Shareholders, (d) 3,536,423
Shares held by Mr. Shen Xuehua, being a supervisor of our subsidiary, (e) an aggregate
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of 8,636,442 Shares held by Forward Maoshang and its general partner, Mr. Zhang Wei,
being a supervisor of our subsidiary, and (f) 7,405,007 Shares held by Shanghai Maoyao,
the general partner of which is a supervisor of our subsidiary, will not be considered as
part of the public float as the aforesaid Shareholders are core connected persons of our
Group;
(ii) 18,606,740 H Shares (representing approximately 20.52% of our total issued Shares
upon Listing) to be converted from the Unlisted Shares held by China Mobile Fund,
Qidian Yihao, Shanghai Zhencheng, Mr. Huang Jicheng, Ms. Liu Chunru, Shenzhen
Capital, Hongtu Chengzhang and Mr. Qu Zhe will be counted towards the public float
as none of the aforesaid Shareholders (i) is a core connected person of our Company; (ii)
has been financed directly or indirectly by a core connected person of our Company for
the subscription of Shares; or (iii) is accustomed to take instructions from a core
connected person of our Company in relation to the acquisition, disposal, voting or other
disposition of the Shares registered in his/her/its name or otherwise held by him/her/it;
and
(iii) 9,068,000 H Shares (representing approximately 10.00% of our total issued Shares upon
Listing) to be issued by our Company under the Global Offering to public Shareholders
will be counted towards the public float.
In light of the above, upon completion of the Global Offering and the Conversion of Unlisted
Shares into H Shares, an aggregate of 27,674,740 H Shares or approximately 30.52% of the total
issued share capital of our Company will be counted towards the public float upon the Listing. With
respect to the indicative Offer Price of HK$43.5, HK$49.5 and HK$55.5 per Offer Share (being the
low-end, mid-point and the high-end of the Offer Price range, respectively), the expected market
capitalization of the Company’s H Shares at the time of Listing will be approximately HK$3.95
billion, HK$4.49 billion and HK$5.03 billion, respectively. Under Rule 19A.13A(1) of the Listing
Rules, in the event the expected market value of the Company’s H Shares upon Listing does not
exceed HK$6 billion, at least 25% of the total issued H Shares must be held by the public upon
Listing. Therefore, our Company will satisfy the minimum public float requirement under Rule
19A.13A(1) of the Listing Rules.
Free Float
Rule 19A.13C of the Listing Rules provides that, where a new applicant is a PRC issuer with
no other listed shares at the time of listing, this will normally mean that the portion of H 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 to which H shares
belong at the time of listing (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 an Offer Price of HK$43.5 (being the low-end of the Offer Price range), upon
completion of the Global Offering, it is expected that 9,068,000 H Shares will not be subject to any
disposal restrictions (whether under contract, the Listing Rules, applicable laws or otherwise) at the
time of the Listing, representing approximately 10% of our total issued Shares upon Listing and a
market capitalization of approximately HK$394.5 million. Therefore, our Company is expected to
satisfy the free float requirement under Rule 19A.13C(1)(a) of the Listing Rules.
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CORPORATE STRUCTURE
Corporate Structure immediately before the Global Offering
The following chart sets forth the corporate structure of our Group immediately before the completion of the Global Offering:
Our Company
Hefei Pince Tianjin Optimus Guangzhou
Shuzhi Shanghai Pinyou Shenzhen Shuling(3) iPinYou
International
iPinYou Middle
East
iPinYou
SingaporeiPinYou USiPinYou UK
Ms. Huang(1) Mr. Xie(1) Beijing
Heyin(2)
China Mobile
Fund(2)
Forward
Maoshang(2)
Shanghai
Maoyao(2)
Mr. Shen
Xuehua(2)
Beijing
BGWG(2)
Qidian
Yihao(2)
Shanghai
Zhencheng(2)
Mr. Huang
Jicheng(2)
Ms. Liu
Chunru(2)
Shenzhen
Capital(2)
Hongtu
Chengzhang(2)
Mr. Zhang
Wei(2)
Mr. Qu
Zhe(2)
20.96% 14.77% 14.04% 10.92% 10.26% 9.07% 4.33% 3.45% 3.25% 2.76% 2.10% 1.29% 1.12% 1.12% 0.32% 0.23%
100% 100% 100% 100% 80% 100%
100% 100% 100% 100%
Notes:
(1) Ms. Huang and Mr. Xie are our Controlling Shareholders, who are parties acting in concert as further described in “— Acting-in-Concert Agreement. ”
(2) These are our Pre-IPO Investors. For details of their background, see “— Pre-IPO Investments — Information about the Pre-IPO Investors.”
(3) As of the Latest Practicable Date, the remaining 20% equity interest in Shenzhen Shuling was held by Shenzhen Jiuzhang Data Technology Co., Ltd. (ʮ̡), an
Independent Third Party save as being a substantial shareholder of Shenzhen Shuling.
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Corporate Structure immediately following the Global Offering
The following chart sets forth the corporate structure of our Group immediately after the completion of the Global Offering:
Our Company
Hefei Pince Tianjin Optimus Guangzhou
Shuzhi Shanghai Pinyou Shenzhen Shuling(3) iPinYou
International
iPinYou Middle
East
iPinYou
SingaporeiPinYou USiPinYou UK
Ms. Huang(1) Mr. Xie(1) Beijing
Heyin(2)
China Mobile
Fund(2)
Forward
Maoshang(2)
Shanghai
Maoyao(2)
Mr. Shen
Xuehua(2)
Beijing
BGWG(2)
Qidian
Yihao(2)
Shanghai
Zhencheng(2)
Mr. Huang
Jicheng(2)
Ms. Liu
Chunru(2)
Shenzhen
Capital(2)
Hongtu
Chengzhang(2)
Mr. Zhang
Wei(2)
Mr. Qu
Zhe(2)
18.86% 13.29% 12.63% 9.83% 9.23% 8.17% 3.90% 3.11% 2.92% 2.49% 1.89% 1.16% 1.01% 1.01% 0.29% 0.20%
Other Public
Shareholders
10.00%
100% 100% 100% 100% 80% 100%
100% 100% 100% 100%
Notes:
(1)-(3) See the corresponding notes to the chart in “— Corporate Structure immediately before the Global Offering.”
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OVERVIEW
Who We Are
We provide intelligent marketing services to enterprises by leveraging AI technologies
through our proprietary AI application products. According to Frost & Sullivan, we ranked first in
China’s decision-making AI application market for marketing and sales in terms of revenue in 2024,
with a market share of 2.6%. In the overall decision-making AI application market in China, given
its substantial size, we ranked fourth in terms of revenue in 2024, with a market share of 1.6%.
Combining AI algorithms, industry expertise, and multimodal data, we empower enterprises to
make intelligent and automated decisions across marketing and sales. Our products and services
help enterprises drive sharper, faster, and more scalable decision-making outcomes. During the
Track Record Period, we delivered intelligent advertising services and intelligent data management
through our two flagship platforms, AlphaDesk and AlphaData, respectively.
In the era of explosive data growth, enterprise decision-making faces unprecedented
fragmentation and complexity. Traditional manual models, hindered by slow data processing and
weak responsiveness, struggle to keep pace with the fast-evolving digital landscape. Precision and
efficiency in decision-making have become critical to digital transformation, pushing enterprises to
accelerate the intelligent upgrade of their decision-making frameworks. AI empowers enterprises
with automated data processing, predictive modeling, and real-time campaign execution,
accelerating the shift from intuition-led to data-driven decisions and reinforcing their digital edge.
We were among the first companies to apply AI technologies to enterprise digital
transformation in marketing and sales. By integrating AI technologies with business scenarios, we
have developed a product foundation based on technology, data intelligence, and industry expertise.
In addition to our established flagship platforms, AlphaDesk and AlphaData, we have launched
Deep Agent in 2025, a series of enterprise AI agent products that leverage open-source large
language models (“ LLMs ”) to further enhance marketing automation and efficiency. The following
diagram illustrates our product matrix:
Precision
targeting,
High ROI
Intelligence
Budget
Optimization Automation
Unlock
maximum customer
data value
Improve
Retention
rate
Holistic
Personas
Data-
Driven
AI Agent
Deep Agent
Automated
Execution
Creative
Optimization
Break
Data
Silos
AlphaData
Intelligent Platform
for Enterprise CRM
AlphaDesk
Intelligent Platform
for Advertising
High
Conversion
Sales
Insights
Personalized
Recommendation
Tracing its development back to 2011, AlphaDesk is our proprietary intelligent platform for
advertising, tailored for digital advertising scenarios characterized by large data volume and
real-time execution. Powered by self-developed predictive AI models and system, it enables
advertisers and agencies to automate and optimize advertising placements across multiple media
platforms and devices. AlphaDesk ensures precise advertisement placement and efficient budget
allocation, helping to achieve higher conversion rates, improved marketing efficiency, and better
returns on investment.
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Originating in 2017, AlphaData is our proprietary intelligent platform for enterprise customer
relationship management. It is designed to enhance how enterprises manage and derive value of
their proprietary customer data. Powered by our self-developed machine learning models,
AlphaData integrates internal data to build unified end-user profiles. This allows enterprises to
implement data-driven, personalized lifecycle strategies aimed at driving end-user growth,
improving retention, and enhancing long-term end-user value.
Both AlphaDesk and AlphaData were independently developed by us. Except for commonly
used development and programming tools, database products and algorithmic technologies, such as
Java, Python and JavaScript, we do not rely on any other third-party technologies. The embedded
AI models and system architecture are proprietary and do not rely on open-source AI models.
In February 2025, we launched Deep Agent, our enterprise AI agent system designed to
address various marketing and sales scenarios. The system comprises a series of agent products that
leverage agentic technologies and domain-specific know-how to perform tasks, such as AI-driven
analytics and consumer insights generation. Leveraging open-source LLMs and powered by
domain-specific machine learning models, it enables enterprises to automate operational processes
and enhance decision-making. Customers may subscribe to individual agents within the Deep Agent
system based on their business needs. Although Deep Agent had not generated material revenue up
to the Latest Practicable Date, we had secured 37 contracts for its provision as of the same date,
with an aggregate contract value of approximately RMB23.4 million.
Since inception, we have cultivated a customer base comprising premium customers. We have
strategically focused on serving medium-to-large enterprises with complex, high-stakes decision-
making needs and advanced levels of digitalization. During the Track Record Period, we served
approximately 468 end customers across various industries, including 69 Fortune Global 500
companies. Our end customers operate in sectors including e-commerce, FMCG, automotive, retail,
beauty, and hospitality. In parallel, we continued strengthening our global presence by serving a
large base of overseas customers, underscoring the scalability, flexibility, and international
readiness of our platforms.
Our ability to deliver measurable outcomes through intelligent, scenario-driven solutions has
resulted in consistently high net dollar retention rates across our product lines. During the Track
Record Period, AlphaDesk maintained a net dollar retention rate of over 85% among end customers.
AlphaData achieved similarly performance, with over 80% net dollar retention rate of end
customers during the same periods. These metrics reflect not only the effectiveness of our
platforms, but also the enduring trust and stickiness of our customer relationships.
Our brand, “Deepzero,” has gained industry recognition for its contributions to enterprise AI
decision-making platforms. We were named a National-Level Specialized, Refined, Characteristic,
and Innovative “Little Giant” Enterprise, underscoring the strengths of our flagship platforms. We
also have been acknowledged by global research firms for our performance in key AI application
categories, reflecting the strength of our flagship platforms.
Our Financial Performance
Powered by a stable customer base, ongoing product development, and an established
commercialization model, we generated sustainable revenue and achieved sustained profitability.
We recorded revenue of RMB611.2 million, RMB537.9 million and RMB576.6 million in 2023,
2024 and 2025, respectively. The year-on-year decrease in 2024 was primarily attributable to
changes in marketing budgets and schedules of certain customers amid a more challenging
macroeconomic environment. Despite this short-term fluctuation, we remain firmly focused on
long-term development and are committed to sustained investment in AI application R&D.
According to Frost & Sullivan, we are one of the few companies operating in decision-making
AI application market for marketing and sales in China to achieve sustained profitability. Our net
profit amounted to RMB60.7 million, RMB21.5 million and RMB9.2 million in 2023, 2024 and
2025, respectively. Our adjusted net profit (non-IFRS measure) amounted to RMB70.8 million,
RMB21.5 million and RMB24.9 million in 2023, 2024 and 2025, respectively.
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OUR MARKET OPPORTUNITIES
The decision-making AI application market in China in which we operate is undergoing a
transformative phase, presenting growth potential characterized by rapid expansion and deepening
enterprise adoption. Propelled by continuous advancements in AI technologies and the accelerating
pace of digital transformation across industries, AI is becoming a fundamental engine for driving
operational excellence and enabling intelligent, data-informed decision-making at scale. According
to Frost & Sullivan, the market size of China’s decision-making AI application market reached
RMB34.5 billion in 2024 and is projected to grow to RMB161.5 billion by 2029, representing a
compelling and sustainable CAGR of 36.2% from 2024 to 2029.
Among various AI applications, platforms focused on providing enterprise marketing and
sales decision-making AI application have emerged as strategic tools for enterprises aiming to
strengthen market competitiveness and elevate customer engagement efficiency. The decision-
making AI application market for marketing and sales in China represents a key sub-segment of the
broader decision-making AI market, accounting for approximately 58.8% of the overall market.
According to Frost & Sullivan, the market size of the decision-making AI application market for
marketing and sales in China is expected to expand from RMB20.3 billion in 2024 to RMB94.4
billion in 2029, representing a robust CAGR of 36.5% over the same period. This growth trajectory
reflects enterprises’ increasing prioritization of intelligent, precision-driven marketing technologies
as a core part of their competitive strategy.
In parallel, the rapid emergence of generative AI is reshaping the technological infrastructure
and redefining the application boundaries of enterprise decision-making. Empowered by large
language models, generative AI offers breakthrough capabilities in natural language understanding
and content generation, unlocking new levels of automation and intelligence across key functions
such as content creation, customer insight analysis, and strategic planning.
Our ability to penetrate the decision-making AI application market, scale our business, build
a stable customer base, and achieve revenue growth and profitability amid a rapidly evolving
landscape is the result of our early strategic foresight, long-term technological investment, and
focused industry execution.
We identified early on the growing demand for AI-powered enterprise decision-making amid
rising data complexity, and strategically focused on marketing and sales scenarios where AI could
deliver clear commercial value. Leveraging our domain know-how and proprietary technologies, we
penetrated the decision-making AI application market by developing our proprietary platforms:
AlphaDesk in 2011 to support intelligent advertising services, and AlphaData in 2017 to support
intelligent data management.
We adopted a customer strategy focused on serving key accounts in core industries, which
helped us build brand recognition and industry reputation, laying the foundation for broader market
expansion. In parallel, we have consistently invested in R&D to enhance our product capabilities,
aligning technological advancements with practical business needs to deliver measurable value to
customers. Over time, we have developed competitive strengths across product, technology, and
customer relationships. These strengths have supported our business expansion, customer base
growth, and sustained revenue and profit growth, enabling us to capitalize on this fast-growing
market and further solidify our presence in the decision-making AI application market for marketing
and sales in China.
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OUR PRODUCT MATRIX
Under our philosophy of “AI-powered decision-making,” we remain actively engaged in
technological development, swiftly translating AI breakthroughs into commercially scalable
products and reinforcing our position as an early mover in this emerging field. We have built a
product matrix centered on AlphaDesk and AlphaData, with Deep Agent as our latest addition.
Together, these flagship products support large-scale, real-time AI applications across critical
business functions, empowering enterprises to capture greater value of data-centric, intelligent
decision-making.
Our core platforms, AlphaDesk and AlphaData, were developed in-house prior to the Track
Record Period through continuous research and development. AlphaDesk was initially developed in
2011 as a programmatic advertising system for personal computer web. It was subsequently
expanded into a programmatic advertising platform for mobile applications and other online
platforms. It has since evolved into an intelligent advertising platform with capabilities for
cross-platform campaign and performance optimization. Since its launch, AlphaDesk has utilized
proprietary AI algorithms developed by us to predict click-through and conversion rates, enabling
continuous optimization of bidding strategies and advertising performance.
AlphaData was developed in 2017 to address enterprises’ needs for managing their internal
customer data and enhancing customer operations. It has since evolved into an AI-enabled platform
for customer relationship management, with capabilities such as customer profiling, automated
marketing and performance analysis, as well as the ability to predict key stages of end-user
engagement. We have also developed proprietary machine learning models to analyze consumer
preferences across different stages of the customer lifecycle.
Prior to the Track Record Period, we had cumulatively invested over RMB300.0 million in the
research and development of AlphaDesk and AlphaData. Both platforms have been independently
developed by us and continuously upgraded to meet evolving customer needs. During the Track
Record Period, we further invested an aggregate of RMB156.2 million in the research and
development of AlphaDesk and AlphaData.
The following diagram illustrates our product matrix:
Data management layer
Campaign approach management
Bidding engine
Sales assistant
Personalized recommendation
Intelligent shopping guide
Campaign planner
Creative optimizer
Marketing insight
Advanced analytics and visualization
Creative asset management
Intelligent scheduling engine
Audience tagging and segmentation
Consumer engagement channels
Social Official
website
WeChat/mini
program App Offline SMS/MMSMedia E-commerce
platform
Enterprise
WeChat
Predictive Modeling
CTR/CVR prediction
Anti-fraud algorithm Consumption propensity
prediction Intention recognition Predictive scoring
Data standard
Data access
Data governance Data encryption and security
Scheduling and monitoring
Identifier association
AlphaDeskTM AlphaData
Customer profile
Event/audiencesegmentation management
360-degree profile
Model tag
CDP
AI AIAI
Touchpoint
management
A/B testing
Campaignorchestration engine
MA
Marketing indicator
analysis
Deep Agent
AI algorithm layer
Generative personalization
LLM-based reasoning
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AlphaDesk is our proprietary intelligent platform for advertising, purpose-built to deliver
automation and intelligence to digital advertising execution. Driven by proprietary algorithms and
systems, AlphaDesk dynamically analyzes a large volume of datasets, matches advertising
impression opportunities with audience segments, and executes advertising placements across
multiple platforms and devices within milliseconds. Designed to replicate intelligent, logic-based
decision-making at scale, AlphaDesk empowers advertisers and agencies to achieve precision
placement, optimize media spend, and improve campaign performance. Underpinned by our
advanced predictive AI models, AlphaDesk is recognized for its performance, reliability, and
scalability and continues to serve as a major growth engine in our product portfolio.
AlphaData addresses the growing need for intelligent and automated customer relationship
management. Built for large enterprises with significant private-domain data, AlphaData offers
end-to-end capabilities that span data consolidation, governance, modeling, and activation. Based
on our unified machine learning framework, it connects fragmented systems and removes internal
silos to create centralized customer data platforms. With features such as end-user tagging,
intelligent segmentation, and marketing automation, AlphaData enables personalized marketing
approaches, improves conversion, and strengthens retention, helping enterprises turn data into
sustainable value. Its modular architecture allows flexible deployment across a wide range of
industries, supporting scalable customer engagement across multiple touchpoints.
Deep Agent, launched in February 2025, is our enterprise AI agent system designed to address
various marketing and sales scenarios. The system comprises a series of agent products that
leverage agentic technologies and domain-specific know-how to perform tasks, such as AI-driven
analytics and consumer insights generation. Leveraging open-source LLMs and powered by
generative AI and domain-specific machine learning models, it enables enterprises to automate
operational processes and enhance decision-making. For example, one of our AI agents can analyze
millions of consumer comments and generate actionable insights. These insights support product
updates and service improvements. In the past, such work was done manually and only partially due
to limited resources. Deep Agent is not inherently a chatbot; rather, the chatbot interface is just one
form of interaction used in specific application scenarios. Customers may subscribe individual
agents within the Deep Agent system based on their business needs. As of the Latest Practicable
Date, we had offered over 20 specialized agents with flexible deployment options, including sales
assistants, content recommendation agents, campaign optimization agents, and customer insights
agents.
OUR COMPETITIVE STRENGTHS
We believe the following competitive strengths can empower us to achieve sustainable
growth.
A major player in China’s decision-making AI application market for marketing and sales
We operate in China’s decision-making AI application market for marketing and sales,
empowering enterprises to enhance intelligence, automation, and precision across marketing and
sales through AI technologies. With over 15 years of technological development and industry
expertise, we have built advantages in algorithmic capabilities, product maturity, customer scale,
and commercialization execution. These competitive strengths have established our presence in
China’s decision-making AI application sector.
According to Frost & Sullivan, the market size of China’s decision-making AI application
market for marketing and sales reached RMB20.3 billion in 2024 and is projected to grow to
RMB94.4 billion by 2029, representing a CAGR of 36.5% from 2024 to 2029. This strong growth
is primarily driven by the accelerating adoption of intelligent marketing solutions and enterprises’
increasing emphasis on data-driven growth strategies. In terms of revenue in 2024, we ranked first
in China’s decision-making AI application market for marketing and sales, with a market share of
2.6%.
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We have steadily turned key advances in AI into commercial applications, from predictive
modeling and machine learning to the latest generative AI technologies. At each stage, we have
delivered products that are scalable and reliable, and have been adopted by leading enterprises.
These achievements include our flagship platforms: AlphaDesk for intelligent advertising,
AlphaData for intelligent CRM, and Deep Agent as our AI agent system. This product matrix
reflects our first-mover advantage and execution across successive waves of AI development.
Our brand, “Deepzero,” is widely recognized in enterprise AI decision-making platforms.
Our focus on product development and service quality has resulted in a number of industry
recognitions, including: (i) recognition as a National-Level Specialized, Refined, Characteristic,
and Innovative “Little Giant” Enterprise; (ii) selection as a “leader” in the field of omni-channel
marketing platforms in 2024, published by a global research firm; (iii) selection as a “Major Player”
in customer data platform solutions in 2023; and (iv) designation as a “Strong Performer” in data
management platform evaluations in 2019.
These brand endorsements and market recognitions have translated into solid business
performance. Importantly, we are one of the few companies in our field to achieve consistent
profitability while maintaining continuous R&D investment. We achieved revenue of RMB611.2
million, RMB537.9 million and RMB576.6 million in 2023, 2024 and 2025, respectively, alongside
net profits of RMB60.7 million, RMB21.5 million and RMB9.2 million during the same years.
Despite macroeconomic headwinds, we demonstrated healthy financial conditions, operational
efficiency, and business scalability.
Supported by our market position, customer foundation, and technology roadmap, we are well
positioned to capture the opportunities of China’s rapidly growing decision-making AI application
market for marketing and sales.
A product matrix delivering solid technological performance and demonstrated business
impact
We have built a product matrix specifically engineered to address the complex and evolving
decision-making challenges faced by enterprises. Anchored by AlphaDesk, AlphaData, and Deep
Agent, our offerings transform traditional workflows by embedding AI-driven intelligence and
automation across multiple phases of marketing and sales. Refined through commercial adoption
and ongoing iteration in marketing and sales scenarios, our products deliver reliable technological
performance and measurable improvements, earning customer trust and market recognition.
AlphaDesk, our proprietary intelligent platform for advertising, enhances intelligent
advertising with its ability to automate campaign planning, optimize advertisement delivery, and
dynamically match advertising impression opportunities with audience segments in real time.
Powered by our proprietary predictive AI models, AlphaDesk executes campaigns across multiple
platforms and devices at millisecond speeds, enabling advertisers and agencies to achieve
precision-targeted marketing, enhance ROI, and outperform in increasingly fragmented media
environments.
As enterprises increasingly prioritize private-domain traffic and customer lifetime value,
AlphaData provides an important capability. Designed for large-scale enterprises with substantial
first-party data and advanced levels of digitalization, AlphaData consolidates scattered data
systems, unifies customer profiles, and enables intelligent segmentation and automated lifecycle
marketing. Backed by a proprietary machine learning framework and data governance features,
AlphaData enables enterprises to make more effective use of first-party data to improve customer
engagement and commercial performance.
Building on these foundations, we launched Deep Agent in February 2025 as our enterprise
AI agent system designed to address various marketing and sales scenarios. It comprises a series of
agent products that leverage agentic technologies and domain knowledge to perform tasks, such as
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AI-driven analytics and consumer insights generation. As of the Latest Practicable Date, we had
offered over 20 specialized AI agents with flexible deployment options, including sales assistants,
content recommendation agents, campaign optimization agents, and customer insights agents.
We have built a framework that leverages AI technologies across the marketing and sales
value chain, integrating public-domain intelligence, private-domain data, and AI agent
collaboration to address the diverse needs of our customers.
AlphaDesk focuses on public-domain customer acquisition, while AlphaData serves as the
private-domain data hub, enabling enterprises to enhance decision accuracy and responsiveness
across both domains. Deep Agent operates as an AI agent system that connects public-domain
customer acquisition with private-domain customer management. Together, these platforms form a
unified, data-driven framework that supports customer acquisition, retention, and conversion,
thereby enhancing operational efficiency and contributing sustainable business growth.
Solid R&D capabilities supporting our AI development efforts
Technology is the core driver of our sustained development. Through years of continuous
R&D investment, ongoing product development, and domain focus, we have developed an AI
technology framework that underpins our product development and long-term growth. Our
technologies are embedded throughout our platform architecture and have been applied across a
range of marketing and sales scenarios, delivering consistent performance.
In 2023, 2024 and 2025, our research and development expenses amounted to RMB54.1
million, RMB56.3 million and RMB45.8 million, representing 8.8%, 10.5% and 7.9% of our total
revenue, respectively. We are among the few companies in China’s decision-making AI application
sector that balance R&D investment with profitability, demonstrating our focus on both technology
development and operational discipline. This approach reflects our ability to commercialize AI
technologies into scalable enterprise applications.
Our R&D team is composed of engineers with expertise across AI, big data, and cloud
infrastructure. As of December 31, 2025, we had 99 R&D professionals, accounting for 31.7% of
our total workforce. Most are based in Beijing, one of China’s most competitive AI talent clusters.
This team covers a broad range of technical functions, from algorithm design and platform
architecture to product development, supporting the development of our products.
We have built a portfolio of proprietary technologies in the field of intelligent decision-
making. As of the Latest Practicable Date, we held 44 granted invention patents and 157 registered
software copyrights that were material to our business, with several new applications underway.
These IP assets cover key areas including intelligent ad delivery, private-domain data governance,
and end-user modeling.
Three core technologies highlight our capabilities:
 Integrated Marketing Algorithm Architecture : We have developed an algorithm
framework that integrates automated machine learning, multimodal modeling, and
collaborative mechanisms between large and domain-specific models. This framework
provides generalization, transferability, and flexible deployment, enabling algorithm
reuse and ongoing improvements across various marketing prediction scenarios;
 Large-Scale Real-Time Data Processing Technologies : Our data infrastructure
incorporates real-time computing engines and technologies for cross-platform, multi-
source data integration. It supports large-scale ingestion, cleansing, integration,
modeling, and application of heterogeneous data, while providing streaming analytics to
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enable timely and efficient processing of dynamic data flows. This end-to-end
processing capability, from data collection to analysis and modeling, enhances model
response times and helps enterprises derive greater value from their data; and
 Autonomous Multi-Agent Collaboration Technology Based on LLMs : We have developed
multi-agent collaboration technology powered by multiple LLMs. Key components
include collaborative decision-making, a multimodal LLM foundation, and automated
reinforcement learning. This technology supports autonomous learning and evolution in
complex environments, reduces manual intervention costs, and has been applied in
scenarios such as content generation, marketing interactions, and virtual avatar
operations.
We have also contributed to the development of AI-related standards in China.
We participated in the drafting of the national standard for programmatic marketing (GB/T
34941-2017) and contributed to foundational customer data platform specifications led by the China
Academy of Information and Communications Technology. These activities reflect our role not only
as a solution provider, but also as a participant in industry standard-setting initiatives in China.
With an established IP portfolio, an experienced engineering team, and continued progress in
proprietary technology, we have established a scalable foundation for innovation. As generative AI
becomes increasingly relevant to enterprise decision-making, we expect to participate in its broader
adoption and explore new applications across industries.
Notable penetration into high-value industries and a loyal ecosystem of strategic customers
During the Track Record Period, we served approximately 468 end customers across various
industries. Of these, 69 were Fortune Global 500 companies, representing large-scale enterprises
with substantial business scale and strategic value. AlphaDesk serves large-scale brand advertisers
and top-tier agencies seeking performance-driven, ROI-optimized intelligent advertising execution.
As of December 31, 2025, AlphaDesk had served approximately 413 end customers across
industries. AlphaData targets large enterprises with complex decision-making needs, substantial
private-domain data assets and relatively advanced levels of digitalization. By the same date,
AlphaData had served 78 end customers.
Our end customers operate in some of the most dynamic and competitive sectors, including
e-commerce, FMCG, automotive, retail, beauty, and hospitality. These enterprises are not only
leaders in their industries but also pioneers in AI-powered transformation, providing valuable
feedback that fuels product iteration and development. For example, in China’s passenger vehicle
market, ten of the top 15 manufacturers by 2024 sales volume were our customers, according to the
Passenger Car Association. Our service quality has also been recognized by a leading Chinese
e-commerce platform, which honored us in 2023 with multiple awards, including “Five Star Service
Provider” and listings in the “Super Flagship Digital Pioneer Ecosystem” and “Outstanding
Capability Tracks” for both audience and content.
Beyond Chinese Mainland, our customer footprint now includes Hong Kong, the United
Kingdom, the United States, and Singapore. This growing international presence underscores our
ability to compete head-to-head with global service providers and demonstrates the adaptability and
scalability of our platforms across geographies.
The value we provide supports both marketing and sales operations. AlphaDesk enables
automated campaign execution, from planning to real-time delivery, helping improve customer
acquisition and conversion efficiency. AlphaData assists enterprises in consolidating fragmented,
manual CRM operations into intelligent, data-driven engagement systems. Deep Agent supports
marketing and sales decision-making through greater use of intelligence and automation, enhancing
customer engagement and operational effectiveness.
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Our collaborations with industry-leading customers reflect the adoption of our platforms.
Customer loyalty is demonstrated by retention rates: AlphaDesk consistently maintained net dollar
retention rates of end customers above 85% during the Track Record Period, while AlphaData
achieved over 80% in the same periods. These levels of repeat business provide a recurring revenue
base, supported by long-term customer relationships.
We have developed a stable customer base by supporting enterprises in the digital
transformation of marketing and sales. With stable customer retention, growing industry coverage,
and expanding geographic presence, we have built a foundation that supports our business
operations and growth.
International-facing capabilities built on established multinational experience
With experience supporting multinational enterprises investing in China, we have developed
technological capabilities and a scalable business model. These attributes enable us to serve as a
local partner for global companies operating in China and provide a basis for potential international
expansion.
Our technological capabilities are comparable to those of global service providers. We have
built an adaptable AI infrastructure, underpinned by ongoing algorithmic development and real-time
data processing, with resilience demonstrated in complex business environments. This allows us to
meet the operational, compliance, and performance requirements of international markets.
Leveraging over a decade of experience in China’s digital market, we combine technology
with service and execution capabilities to support multinational enterprises in decision-making AI
application market for marketing and sales in China. As of December 31, 2025, we served
approximately 310 multinational customers and established five non-domestic offices in the United
Kingdom, the United States, Singapore, the United Arab Emirates, and Hong Kong, further
supporting our global service capabilities.
Through years of collaboration with multinational enterprises, we have accumulated
knowledge of their operational models, service preferences, and localized requirements across
different markets. This experience helps us address their needs within China and provides insights
for potential application in international markets.
With a historical track record, cross-industry customer base, and scalable business and
technology model, we are well positioned to capitalize on the growing demand for digital
transformation from multinational enterprises and accelerate our expansion into international
markets.
Capable management team with industry and technological knowledge to drive sustainable
growth
Our success is built on a capable leadership team that combines experience in AI, enterprise
operations, and commercial decision-making. With background spanning sectors such as consumer,
technology, and digital marketing, they bring decades of leadership experience that supports our
ability to adapt to industry developments and apply AI technologies to business applications.
Our co-founders, Ms. Huang Xiaonan and Mr. Xie Peng, each bring over 20 years of
experience in marketing, sales, and digital transformation. Their industry knowledge has
contributed to our Company’s development in the decision-making AI application sector. Under
their leadership, we have established a management and technical team, built AI-powered products,
and expanded our customer base.
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As AI continues to redefine enterprise decision-making, the combination of technological
expertise and business experience within our leadership team provides a foundation for our
long-term development.
OUR BUSINESS STRATEGIES
We intend to leverage our existing strengths and carry out the following strategies to capture
growing market opportunities, further solidify our market position and achieve our mission:
Continue to advance Deep Agent and extend AI applications in enterprise marketing and sales
We are committed to accelerating the development of Deep Agent, our flagship product
leveraging generative AI technologies, and strengthening its role as the cornerstone of our product
strategy. We intend to pursue four key initiatives to reinforce Deep Agent’s core technological
capabilities, expand its ecosystem, broaden its enterprise use cases, and enhance the scalability of
our AI application products:
 Enhancing multimodal data integration for complex decision-making outputs
We aim to strengthen Deep Agent’s ability to understand and integrate structured data,
unstructured data (such as text, images, and voice), and business context. By improving its
capacity for cross-source perception and scenario-specific comprehension, we will enable
Deep Agent to deliver more complex, nuanced, and actionable decision-making outputs,
thereby increasing the generalizability and practical adoption of our AI models.
 Strengthening the core algorithm framework and hybrid architecture integrating
generative AI and domain-specific machine learning models
We will continue refining Deep Agent’s underlying algorithmic architecture, which
integrates multiple LLMs with domain-specific machine learning models. Through
collaborative learning and reinforcement learning mechanisms, we seek to enable AI agents
to operate autonomously, share knowledge, and continuously self-optimize, enhancing
decision quality, adaptability, and model evolution over time.
 Expanding the AI agent portfolio to enrich use cases and functional coverage
Building on the successful launch of initial modules such as sales assistants, campaign
diagnostics, and smart tagging, we will continue to expand our portfolio of AI agents to
address a broader range of enterprise decision-making scenarios. These will include modules
supporting customer service, sales copilot, and other e-commerce activities, creating a more
comprehensive, scalable, and versatile product suite for enterprises.
 Scaling cross-industry applications to drive broad-based market penetration
Leveraging our track record in marketing and sales domains, we will explore and
replicate Deep Agent’s applications across various sectors. Through modular configuration
and scenario-specific adaptation, we will accelerate the standardization and delivery of
industry-specific solutions, unlocking broader market potential and a more diversified
customer base.
Enhance our sales network and broaden our premium customer base
We have localized sales and marketing personnel based in key regions with strong and
growing demand for AI application products, including Beijing, Shanghai, Shenzhen, Guangzhou,
Hong Kong, Seattle and London. See “— Sales and Marketing” for more details. To further
strengthen our sales network, we plan to expand our in-house sales and marketing team by
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recruiting professionals with cross-sector experience in sales, marketing, and digital transformation.
These talents are expected to better understand customer needs and enhance customer experience
on our platforms. They will focus on brand promotion and engagement with potential customers,
conducting targeted consultations, product demonstrations, and relationship-building activities
locally. We also intend to increase brand visibility by engaging in targeted marketing activities
across both online and offline channels.
To support our business expansion, we aim to broaden our customer base. Our plans include
(i) strengthening relationships with existing key accounts, (ii) expanding into emerging verticals,
and (iii) enhancing marketing infrastructure. These initiatives are intended to help us address the
needs of enterprises in AI decision-making while improving customer mix and revenue structure.
First, we plan to expand our customer base. Building on our established presence in
e-commerce, FMCG, automotive, retail, beauty, and hospitality, we intend to selectively expand
into untargeted sectors such as new energy vehicle, healthcare, finance, and cross-border
e-commerce, focusing on enterprises with substantial data assets and digitalization needs. In
addition to maintaining relationships with key accounts, we also plan to expand our reach to
medium-sized enterprises by developing products tailored to their specific needs.
Second, we will deepen engagement with existing customers by broadening collaboration
scope. Through an expanded product portfolio, modular AI agents, and advisory services, we intend
to serve a wider range of departments and decision-making scenarios, moving from single-point
solutions toward broader adoption within enterprises. This approach is expected to enhance
customer stickiness, and support long-term revenue growth.
Further strengthen our research and development capabilities
We regard research and development as a core driver of our business. We are committed to
enhancing our proprietary R&D capabilities, integrating internal talent and external resources, and
improving our technology infrastructure.
We intend to maintain a high level of structured R&D investment, with a focus on optimizing
resource allocation and efficiency. Our efforts will include system-level development across
technology architecture, algorithm design, and engineering infrastructure. At the same time, we aim
to elevate the performance of our AI models in areas such as large-scale concurrency, complex
decision output, and multi-scenario applications, to build a scalable and adaptive technological
foundation that supports long-term product development.
In parallel, we plan to expand our R&D team and strengthen its expertise by recruiting
professionals with backgrounds in AI, big data, cloud computing, and algorithm engineering.
Additionally, we will actively explore collaborations with universities, research institutions, and
technology enterprises, focusing on foundational algorithms, industry-specific models, and
generalizable AI agent frameworks.
Our R&D roadmap also addresses technical challenges, such as multi-agent coordination,
enhanced reasoning capabilities, and adaptive learning. We aim to develop a technology framework
that can support large-scale deployment and application across industries.
Expand our global footprint and accelerate our go-global strategy for Chinese enterprises
As enterprises worldwide continue to advance their digital transformation, we are actively
advancing our internationalization strategy to bring our AI decision-making capabilities to the
global stage. Our goal is to build a scalable, cross-regional platform with localization capabilities
that enables intelligent decision-making at an international level. We are executing on a
dual-pronged strategy: supporting Chinese enterprises in their global expansion while
simultaneously cultivating a broader international customer base.
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On the one hand, we plan to closely align with the outbound expansion of Chinese enterprises,
delivering intelligent decision-making solutions tailored to local media ecosystems and consumer
preferences across diverse international markets. Backed by our technical capabilities and domain
knowledge accumulated in China, we are well positioned to rapidly customize AI-powered
marketing and data operations strategies that take into account the requirements of multilingual,
multicultural, and multi-platform environments.
On the other hand, we intend to expand into selected overseas markets, particularly in regions
such as the United States and Southeast Asia, where digital adoption is advanced. We plan to scale
our international presence by building localized teams, deepening cooperation with regional
platforms and ecosystem partners, and enhancing our delivery and go-to-market capabilities.
Through these efforts, we will gradually establish a multi-hub, cross-border service network that
supports the long-term development of our international business.
Selectively pursue strategic cooperation and acquisitions
We believe that strategic cooperation and acquisitions are potential approaches to diversify
our service offerings and support our business development. Therefore, we plan to actively pursue
strategic collaborations with service providers along the decision-making AI application value
chain, including AI technology companies.
Moreover, we will closely monitor market trends and consider suitable acquisition targets that
may provide strategic benefits or synergies. Our preferred targets are AI technology companies with
strong technological capabilities, scalable business models, and high growth potential. In evaluating
potential mergers, acquisitions, and investments, we intend to consider factors such as technology
differentiation, market synergy, talent pool, and operational efficiency. We believe that by
selectively pursuing strategic transactions, we can rapidly strengthen our technological foundation,
accelerate market expansion, enhance customer offerings, and further solidify our competitive
advantages in the decision-making AI application market.
While as of the Latest Practicable Date we had not engaged in any negotiations, entered into
any letters of intent or agreements for potential acquisitions, or identified any definite acquisition
targets, we believe that our industry experience and insights will enable us to identify suitable
targets and effectively evaluate and execute potential opportunities in the future.
OUR BUSINESS MODEL
We focus on the continuous integration and practical application of AI technologies, with
particular emphasis on decision-making scenarios related to marketing and sales. During the Track
Record Period, we provided intelligent advertising services and intelligent data management
through our two flagship platforms, AlphaDesk and AlphaData, respectively.
Intelligent Advertising Services
Our intelligent advertising services operate through AlphaDesk, a platform designed to
optimize advertising performance through real-time decision-making and automated execution.
Prior to the commencement of each campaign, advertisers set their specific campaign plans,
which typically include campaign duration, total budget, and performance objectives (e.g. target
audience, region, media platforms, duration, target click-through volume or cost per conversion).
Advertisers are also required to provide ad creatives, as well as third-party tracking links for
monitoring impressions and clicks.
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Based on the campaign plans set by advertisers, AlphaDesk leverages machine learning
models to predict the likelihood that an end-user will click on or convert through a particular
advertisement. These models are trained using large volumes of historical advertising data,
including past impression records, end-user interaction behaviors, and campaign outcomes.
An advertising impression opportunity refers to a biddable chance provided by a media
platform to display an ad to a specific end-user. Each advertising impression opportunity is tied to
a particular end user and only becomes available when that user is actively browsing the media
platform. Upon such occurrence, the media platform transmits relevant data to AlphaDesk in real
time. AlphaDesk’s machine learning models then evaluate this opportunity by analyzing features,
such as the end user’s historical engagement patterns, the characteristics of the ad slot (e.g. format,
placement, and size), and historical campaign performance, to predict the likelihood of end user
engagement.
Based on this prediction, AlphaDesk determines the optimal bid price to meet the advertiser’s
KPIs (e.g. target cost-per-click or return on ad spend), and automatically submits a bid. Once the
bid is won, AlphaDesk also selects the most suitable creative for display, all within milliseconds.
AlphaDesk is provided as a cloud-based platform and does not require installation by
customers. Customers access AlphaDesk online pursuant to the terms of their service agreements
with us. Upon expiry or termination of such agreements, customers cannot continue to access or use
the AlphaDesk platform.
During the Track Record Period, we worked with a number of leading media platforms in
China, including but not limited to Douyin, Tencent, and Kuaishou. The majority of our contractual
arrangements with these platforms were entered into through designated resellers, which are
authorized partners of the relevant platforms. We also maintained direct cooperation with certain
platforms. AlphaDesk connects directly with media platforms for campaign execution and
coordination, regardless of whether the contractual arrangement is made through resellers or
directly with the platforms.
We charge fees based on the agreed KPIs and pricing terms for each campaign, rather than a
fixed subscription fee. We recognize revenue upon completion of each campaign. Under our
intelligent advertising services, we adopt two revenue models based on the scope of services
provided to customers.
In most cases, we act as the principal and are responsible for the full execution of advertising
campaigns. Under this model, we manage the entire campaign process, including media resource
acquisition, campaign execution, and post-campaign performance analysis. We also assume the
responsibility to meet the customer’s performance KPIs. We charge customers a pre-agreed
advertising budget, and recognize the full amount as revenue. All related delivery costs, including
media resources acquisition costs, are borne by us.
In other cases, where customers independently procure media resources from medial platforms
or resellers and use our AlphaDesk platform to manage their campaigns, we charge a platform usage
fee, which we recognize as revenue on a net basis. Customers typically sign a framework service
agreement with us, and we settle fees after the completion of each campaign. Platform usage fees
are either (i) calculated as a percentage of the advertising spending executed through AlphaDesk,
or (ii) charged at a fixed fee as specified in the service agreement. The applicable pricing model is
determined through commercial negotiation with the customer.
Although AlphaDesk’s core capability lies in real-time bidding across media platforms,
certain customers may prefer to purchase media resources directly from specific platforms or
resellers. In such cases, while customers may have access to designated media resources, ads can
only be served in real time when advertising impression opportunities arise during end-user activity.
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AlphaDesk remains integral to these campaigns by enabling real-time execution and optimization.
For instance, AlphaDesk can control the number of times the same advertisement is shown to an
individual end-user across different media platforms, thereby minimizing ad fatigue and improving
campaign efficiency.
The key difference between the two models is the scope of our service responsibilities.
Under the full execution model, we deliver end-to-end campaign services, covering media resources
procurement and performance delivery, and take responsibility for KPIs. Under the campaign
management model, the customer keeps responsibility for media resources procurement and
performance outcomes. We only provide access to AlphaDesk to support campaign delivery and
optimization.
We primarily operate AlphaDesk to deliver intelligent advertising services to our customers.
In most cases, our team configures and manages campaign execution for customers through
AlphaDesk. In a limited number of situations, we also grant customers direct access to AlphaDesk
accounts to manage their own campaigns. Our team then offers backend support and optimization
services as needed.
Intelligent Data Management
The core product of our intelligent data management business is AlphaData, our intelligent
platform for CRM. AlphaData enables enterprises to establish a centralized customer data platform
built on their proprietary data, thereby breaking down data silos. On the basis of this consolidated
data, AlphaData applies AI algorithms to predict key stages of end-user engagement, such as
product preferences and repurchase cycles, and to automate customer relationship management.
For example, a well-known automobile brand used AlphaData to improve customer retention
and promote vehicle repurchases. AlphaData integrates customers’ historical data, including vehicle
profiles, ownership information, and after-sales service behavior. The proprietary repurchase
prediction model embedded in AlphaData scores each end-user’s likelihood and timing of
repurchase. High-scoring end-users were routed to the customer’s sales team for one-on-one
follow-up, while medium-scoring end-users entered a targeted nurturing program. According to
customer feedback, the average in-store visit rate of end-users in the highest scoring tier was
approximately 2.72 times that of end-users before using AlphaData.
AlphaData’s prediction capabilities are supported by AI models trained on large volumes of
historical behavior data. AlphaData tracks key attributes such as user behavior, content engagement,
transactions, and demographics. It assigns predictive scores at different stages of the user lifecycle.
These scores help automate actions like audience segmentation, message personalization, and
timing of outreach to improve efficiency and conversion.
This business includes delivering software to customers and deploying it on the customer’s
designated cloud environment, along with implementation services to integrate AlphaData with
their internal systems. Such implementation services primarily include interfacing with the
customer’s existing systems (such as CRM systems), conducting customized development based on
customer requirements, and integrating and processing data in accordance with the customer’s data
governance framework and data formats. Our intelligent data management contracts with customers
usually cover multiple services, including software licensing, implementation, and ongoing support.
After software delivery and acceptance, customers obtain the right to use the software and enjoy
related services as agreed.
AlphaData is deployed on the customer’s designated cloud environment as part of our
implementation services, with the customer’s internal data serving as its data source. We offer two
types of licenses for AlphaData: perpetual licenses and subscription licenses. Access is controlled
through user accounts, with built-in expiration settings linked to the applicable license terms. For
customers who acquire a perpetual license through a one off purchase, they are entitled to use the
purchased version of AlphaData on an ongoing basis. However, upgrades, maintenance services,
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and newly released versions are available for an additional fee. For customers who acquire a
subscription license, the right to use AlphaData is granted only for the subscription period. Upon
expiration or termination of the subscription, customers must renew the subscription to continue
accessing AlphaData; otherwise, access will be automatically suspended and further use will not be
permitted.
During the Track Record Period, the terms of these contracts ranged from one month to five
years. We typically charge fees based on the agreed service schedule, with billing cycles generally
within one year. Upon contract expiry, customers may choose to renew or purchase additional
services based on their needs. We generate revenue through charging (i) standardized platform
licensing fees on a one-off or annual basis subject to our negotiation with customers, (ii)
implementation and deployment service fees, and (iii) fees for platform upgrades and ongoing
maintenance.
These AI application products are purpose-built to support large-scale, industry-leading
enterprises across diverse sectors in enhancing marketing efficiency and optimizing customer
conversion and engagement.
During the Track Record Period, we generated revenue from the provision of (i) intelligent
advertising services, and (ii) intelligent data management. The following table sets forth a
breakdown of our revenue by business line for the years indicated.
Y ear ended December 31,
2023 2024 2025
Amount
%o f
total
revenue Amount
%o f
total
revenue Amount
%o f
total
revenue
RMB’000 % RMB’000 % RMB’000 %
Intelligent advertising
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118491,937 80.5 459,784 85.5 506,861 87.9
Intelligent data management 119,253 19.5 78,086 14.5 69,702 12.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118611,190 100.0 537,870 100.0 576,563 100.0
Leveraging our established presence and success in the Chinese Mainland, we have
strategically expanded our customer base into selected non-domestic markets, including Hong
Kong, the United Kingdom, the United States, and Singapore. The following table sets out the
breakdown of our revenue by the geographical location of our customers for the years indicated.
Y ear ended December 31,
2023 2024 2025
Amount
%o f
total
revenue Amount
%o f
total
revenue Amount
%o f
total
revenue
RMB’000 % RMB’000 % RMB’000 %
Chinese Mainland customers 496,687 81.3 463,544 86.2 459,852 79.8
Non-domestic customers /H1118/H1118 114,503 18.7 74,326 13.8 116,711 20.2
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118611,190 100.0 537,870 100.0 576,563 100.0
We source non-domestic customers mainly through targeted marketing, customer referrals and
direct business development. This includes visiting overseas customers and joining cross-border
marketing events. We also maintain long-term relationships with international advertising agency
networks, including several 4A agencies. These agencies refer our services to non-domestic brand
customers because they are familiar with our service quality and execution capabilities in the PRC
market.
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Our non-domestic customers choose our services over providers offering similarly intelligent
advertising services in their home markets (“ non-domestic providers ”) due to the following
competitive advantages:
 Extensive media coverage : AlphaDesk is connected to over 120 leading media platforms.
This allows for wide-reaching and diversified ad delivery across multiple digital
environments.
 Proprietary AI algorithm capabilities : we possess in-house AI algorithm development
capabilities, enabling us to design and optimize proprietary models tailored to the unique
needs of marketing and sales scenarios. This enhances campaign outcomes and helps
meet customers’ KPIs.
 pricing advantage : our local presence and strong commercial relationships with
domestic media platforms enable us to offer more competitive pricing for ad placements
compared to non-domestic providers, resulting in cost efficiencies for our non-domestic
customers.
 Local execution expertise : our China-based operations team has a deep understanding of
the domestic media and consumer landscape. This enables us to provide real-time
campaign optimization and localized support, which boosts campaign performance and
meets customer KPIs.
The following table sets forth a breakdown of our gross profit and gross profit margin by
business line for the years indicated:
Y ear ended December 31,
2023 2024 2025
Gross profit
Gross
profit
margin Gross profit
Gross
profit
margin Gross profit
Gross
profit
margin
RMB’000 % RMB’000 % RMB’000 %
Intelligent advertising
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150,775 30.7 125,843 27.4 126,046 24.9
Intelligent data management 39,684 33.3 20,739 26.6 21,155 30.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118190,459 31.2 146,582 27.3 147,201 25.5
The following table sets forth the breakdown of gross profit and gross profit margin by the
geographical location of our customers for the years indicated:
Y ear ended December 31,
2023 2024 2025
Gross profit
Gross
profit
margin Gross profit
Gross
profit
margin Gross profit
Gross
profit
margin
RMB’000 % RMB’000 % RMB’000 %
Chinese Mainland
customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140,896 28.4 115,368 24.9 89,821 19.5
Non-domestic customers /H1118/H1118/H111849,563 43.3 31,214 42.0 57,380 49.2
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118190,459 31.2 146,582 27.3 147,201 25.5
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OUR AI APPLICATION PRODUCTS
Intelligent Advertising Services
Our intelligent advertising services center on our proprietary platform, AlphaDesk. With
initial development dating back to 2011, AlphaDesk is an intelligent platform for advertising,
purpose-built for marketing and sales. Based on the campaign plans set by advertisers within the
platform, AlphaDesk utilizes AI algorithms to bid against each advertising impression opportunity
transmitted by media platforms in real time and predict its potential click-through and conversion
rates to guide bidding decisions. Once AlphaDesk decides to bid for the advertising impression, the
AI algorithms also matches the optimal creatives, all within milliseconds. Each day, AlphaDesk
processes over 10 billion advertising impression opportunities.
As we do not engage in traditional human-driven services to support customers’ advertising
activities, such as media planning or creative design, our platform focuses on algorithmic bidding
to optimize ad placements and enhance return on investment for our customers. In addition, we do
not rely on manual media procurement through human negotiation; instead, actual procurement only
occurs when our platform successfully wins an impression through automated bidding. Instead, we
leverage the AI capabilities of AlphaDesk to automate and optimize core campaign decision-making
processes, including traffic bidding and audience targeting, through a fully intelligent and
platform-driven approach. This enables our customers to enhance the return on investment of their
advertising spend.
Our offerings cater to large-scale advertisers across diverse sectors, including e-commerce,
FMCG, retail, beauty, and hospitality and top-tier advertising agencies. AlphaDesk has been
commercially deployed for several years and has established a customer base with consistently high
net dollar retention rates. As of December 31, 2025, we had served a total of approximately 413 end
customers through our intelligent advertising services, achieving over 85% net dollar retention rate
of end customers throughout the Track Record Period.
Our offerings do not vary by customer type. Whether the customer is an advertiser or an
advertising agency, which typically represents the brands, we follow substantially the same process:
prior to launch, we communicate campaign plans with the advertiser or the advertising agency, and
execute the campaign in the same manner.
Depending on how customers choose to procure media resources, our revenue recognition may
differ in accordance with relevant accounting policies. In most cases, we act as the principal and
are responsible for the full execution of advertising campaigns. We charge customers an agreed
advertising budget and recognize revenue on a gross basis. In other cases, where customers
independently procure media resources from media platforms or resellers and use our AlphaDesk
platform to manage their campaigns, we charge a platform usage fee based on a percentage of the
customer’s advertising spending and recognize revenue on a net basis.
Intelligent advertising services contributed a significant portion of our revenue during the
Track Record Period. Revenue generated from intelligent advertising services amounted to
RMB491.9 million, RMB459.8 million and RMB506.9 million in 2023, 2024 and 2025,
respectively, representing 80.5%, 85.5% and 87.9% of our total revenue for the same years.
Role of AlphaDesk under Intelligent Advertising Services
The core service of our intelligent advertising services is carried out through AlphaDesk.
During the pre-launch phase, we receive campaign KPIs, budgets, and audience targeting
requirements from advertisers. Ad creatives, typically provided by the advertisers or their agencies,
are adapted by our execution team to ensure format compatibility. The validated campaign
parameters and creatives are then configured and uploaded into the AlphaDesk platform for
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execution. During campaign execution, AlphaDesk automates and optimizes the entire ad placement
process. Based on advertisers’ objectives, AlphaDesk utilizes embedded AI algorithms to assess
each advertising impression opportunity transmitted by media platforms in real time and predict
click-through and conversion rates. Within milliseconds, it determines whether to bid, and if so,
calculates the optimal bid price and matches the optimal creatives for each impression. Upon a
successful bid, the advertisement is displayed in the designated placement by the media platform,
which subsequently transmits performance data, including impressions and clicks, back to the
AlphaDesk platform. Where available, additional conversion data from the advertiser is also
transmitted to AlphaDesk, enabling the AI engine to conduct real-time optimization against
predefined KPIs.
After the campaign concludes, AlphaDesk generates multi-dimensional analytics and
visualized reports covering campaign performance data such as campaign effectiveness, frequency
distribution, and end-user behavior.
The following diagram illustrates the operational flow of AlphaDesk under intelligent
advertising services:
End
Customers
(Brands)
AlphaDesk Media
Platforms
Determine
campaign
KPIs
Send ad
creatives
2
3
5 Submit selected ad
creatives
7 Generate report and
optimize
6 Display ad
1 Provide resources
and send data on
impression opportunity
4 Determine bidding
results
Upon successful
bidding
Evaluate each
opportunity and
predict the
performance
Make bidding
submission based
on KPI and target
audience
In our intelligent advertising services, the AlphaDesk platform delivers its core value through
AI algorithms that enable real-time, millisecond-level matching between target audiences, ad
creatives, and media ad placements, thereby driving highly efficient ad delivery and significantly
improving return on advertising investment. These AI algorithms predict how likely such an ad
impression will generate click or further conversions by taking into account features such as ad slot
attributes, end-user preference tags, media context, and historical behavior.
V alue Proposition Across the Advertising V alue Chain
As the internet advertising landscape continues to expand and media ecosystems become
increasingly fragmented, traditional manual media buying models face inherent limitations. These
include low operational efficiency, delayed performance feedback, limited ability to accumulate
structured digital assets, and growing challenges in navigating increasingly complex marketing
decision environments with low conversion rates. In response to these pain points, we developed
AlphaDesk, which facilitates real-time, accurate matching between advertiser demand and diverse
media inventories.
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At the core of AlphaDesk’s value proposition is our proprietary AI algorithms, which enable
millisecond-level matching between end-user profiles, creative content, and media contexts.
Additionally, AlphaDesk integrates with over 120 leading media outlets and equips with a dynamic
bidding strategy repository that supports more efficient media traffic utilization and targeted
delivery.
Unlike conventional media buying approaches, AlphaDesk facilitates interactions between
advertisers and media platforms. For advertisers and agencies, AlphaDesk enables automated
budget allocation, real-time campaign performance optimization, and systematic accumulation of
campaign data. On the media side, our real-time bidding algorithms enhance resources utilization
by improving traffic fill rates and optimizing the allocation of media resources.
Key Platform Modules and Performance Outcomes
AlphaDesk adopts a framework composed of a data foundation, an algorithmic engine, and an
application layer consisting of five core functional modules. Together, these components form an
intelligent advertising delivery platform.
At the data layer, AlphaDesk aggregates encrypted data from over 120 media platforms
through standardized real-time and batch APIs. Leveraging encryption technologies, the platform
ensures secure transmission while processing and cleansing approximately ten billion ad impression
opportunities per day.
At the algorithmic layer, AlphaDesk deploys a suite of proprietary AI algorithms developed
through continuous iteration. These AI algorithms play a pivotal role in the campaign execution
phase by accurately predicting the potential click-through and conversion rates of each ad
impression, thereby enabling intelligent, data-driven and automated bidding decisions that improve
campaign effectiveness. Key components include (i) an anti-fraud detection algorithm with a fraud
detection accuracy rate exceeding 98%, (ii) a dynamic bidding algorithm that optimizes bidding
initiatives in real time, and (iii) advanced CTR and CVR prediction models. These algorithms
collectively drive measurable improvements across multiple dimensions of advertising
performance, including traffic efficiency, bidding precision, and creative effectiveness, enabling
intelligent campaign management and enhancing overall campaign effectiveness.
At the application layer, AlphaDesk is structured around five functional modules that cover
the end-to-end advertising cycle. These modules span from media planning and audience matching
to automated cross-platform delivery, real-time campaign monitoring, and post-delivery
performance analytics. By integrating with the underlying data and algorithmic layers, these
modules ensure that the advertising execution process is intelligent, automated, and continuously
optimized. The following table sets forth the details of intelligent functional modules of AlphaDesk:
Module
Independently
developed Key Functionalities Performance Outcomes
Campaign Approach
Management /H1118/H1118/H1118/H1118
Y es It provides advertisers with
an integrated toolset for
campaign lifecycle
management, including
media approach
configuration, budget
control, and targeted
audience setting. The
module supports a flexible,
multi-tier campaign
architecture and facilitates
unified frequency control
across media platforms and
delivery types.
It enables advertisers to
formulate and execute
campaign approaches with
enhanced agility and
precision, thereby
improving planning
efficiency and optimizing
media investment returns.
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Module
Independently
developed Key Functionalities Performance Outcomes
Intelligent
Scheduling
Engine /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Y es It empowers advertisers to
simulate and optimize
media combinations based
on campaign plans prior to
launch. It also supports
performance forecasting of
predefined delivery
schedules using proprietary
predictive models.
It enhances strategic decision-
making by offering data-
driven media planning and
intelligent scheduling,
contributing to improved
delivery accuracy and
campaign performance.
Creative Asset
Management /H1118/H1118/H1118/H1118
Y es It leverages image recognition
and other proprietary
technologies to conduct
multi-dimensional analysis
of creative assets. Based on
this analysis, the platform
intelligently selects and
assembles optimal creative
versions for targeted
delivery.
It facilitates the generation
and deployment of high-
performance creatives
tailored to specific end-user
profiles, resulting in
significantly higher
engagement rates and
improved click-through
performance.
Audience Tagging
and Segmentation /H1118
Y es Utilizes in-house data
processing capabilities and
algorithmic frameworks to
construct an extensive
audience profiling system,
encompassing over 8,000
behavioral and demographic
dimensions. Supports
granular audience
segmentation and precision
targeting.
It enables advertisers to
efficiently define and reach
high-value end-user
segments, enhancing
targeting accuracy while
reducing delivery waste and
optimizing cost-efficiency.
Advanced Analytics
and Visualization /H1118
Y es Built upon a proprietary
OLAP analytics engine, the
platform supports real-time,
multi-dimensional analysis
across more than 70
dimensions. It offers
minute-level tracking of
media delivery and
resources returns, advanced
behavioral analytics, and
feedback loop integration
for performance
optimization.
It provides advertisers with
comprehensive, real-time
insights into delivery
outcomes, frequency,
conversions, audience
behavior, and return
patterns, facilitating
continuous performance
refinement through data-
driven optimization.
Supported by a fully self-developed, modular architecture, AlphaDesk establishes a closed-
loop platform that integrates data acquisition, algorithmic decision-making, and performance
optimization.
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Technology Architecture and Core Capabilities
Powered by predictive AI models, AlphaDesk has established a technical architecture that
spans the entire programmatic advertising process, encompassing demand forecasting, intelligent
bidding, frequency control, and performance attribution. At its core, AlphaDesk incorporates
patented technologies such as real-time bidding decision systems and multi-objective optimization
algorithms. These technologies enable real-time auctioning across a diverse range of traffic sources,
precise audience targeting, and optimized media resource matching. The core proprietary
technologies that power AlphaDesk include the following:
 Predictive AI models
The core value of AlphaDesk lies in its predictive AI models, powered by machine
learning, which estimates key advertising metrics such as CTR and CVR. The model
calculates the probability of an end-user clicking or converting on a specific ad by analyzing
end-user click behavior based on multi-dimensional features, such as ad slot size, time of
delivery, and end-user persona tags.
Based on this real-time prediction, AlphaDesk dynamically adjusts bidding initiatives to
prioritize high-value impressions and optimize ad performance across diverse media
environments.
 Multi-objective ad ranking and bidding
Unlike general ad ranking and bidding that focuses solely on CTR, this technology
integrates multiple data signals, including predicted CTR, CVR, anti-fraud indicators, and ad
quality scores, into a machine learning model that dynamically evaluates bids and campaign
performance. AlphaDesk is engineered to support peak advertising request volumes exceeding
one million queries per second, ensuring high-concurrency processing capabilities in
large-scale programmatic environments. Its real-time bidding engine evaluates over 30 billion
ad impression opportunities per day, enabling rapid and intelligent decision-making across
diverse campaign scenarios. This technology achieves an area under curve (AUC) of 88%,
enabling more scientifically-informed and balanced ad resource allocation across complex
media environments.
 Ad traffic fraud detection model and platform
This technology serves as a real-time “intelligent guardian” for advertisers. It constructs
a multi-dimensional feature dataset, including device information, behavioral patterns, and
access paths, and applies time-series analysis models to detect abnormal similarities among
traffic sources. When suspiciously similar traffic clusters are identified, the platform uses
machine learning algorithms to classify and assess the severity of fraudulent activity. Unlike
traditional single-indicator models, this platform provides three key breakthroughs: (i) the
ability to process over 20 billion logs per day, (ii) a fraud detection accuracy rate exceeding
98%, and (iii) a response latency of less than 15 milliseconds. This multi-layered defense
platform effectively blocks fake traffic, providing advertisers with a more authentic and
efficient ad environment.
 Algorithm experimentation platform for auto-optimization and traffic allocation
Designed as an intelligent lab for data scientists, this platform automates algorithm
testing through smart traffic allocation mechanism and flexible parameter configurations. It
mitigates the sampling bias often encountered in A/B testing, supports real-time model
performance tracking, and enables multi-dimensional analysis. Compared to basic traffic-
splitting methods, the platform’s proprietary stratified traffic allocation mechanism supports
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over 20 billion daily traffic requests and manages more than 1,200 concurrent experiment
branches. With automated significance testing and optimization workflows, the platform
significantly accelerates model validation and supports data-driven decision-making in
complex marketing scenarios.
 Scalable distributed platform for processing high-concurrency requests
This technology underpins the infrastructure that handles millions of concurrent
requests, such as ad delivery and personalized recommendations, through a modular
microservices architecture. The platform includes intelligent monitoring modules that
auto-distribute load and dynamically allocate server resources to optimize cost-efficiency.
Unlike industry solutions that rely on single-cloud providers, our platform supports both
on-premise deployments and multi-cloud compatibility, with pre-configured scaling logics
that enable resource reallocation within three minutes to ensure 99.99% platform availability.
This dynamic resource management ensures optimal performance and cost-effectiveness,
providing a stable and scalable foundation for large-scale internet business operations.
The following table sets forth a summary of key features of AlphaDesk:
Key technology Features Significance
Peak advertising request
volumes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Up to one
million per
second
It is a core technical indicator
of platform performance. It
reflects the platform’s
computational capacity to
evaluate the value of
advertising impression
opportunities per second,
thereby enabling the
identification of the most
suitable opportunities and the
determination of optimal bid
prices for customers.
Multi-dimensional analysis /H1118/H1118/H1118/H1118Over 70
dimensions
By systematically combining
and analyzing various
advertising elements, such as
targeting, creatives, ad formats,
and media channels, from
multiple dimensions, the
platform can uncover the most
effective schemes for engaging
target audiences. This allows
customers to generate a wide
range of strategic combinations
and select the optimal mix to
maximize campaign
performance.
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Key technology Features Significance
Audience tagging /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Over 8,000
labels
The granularity, accuracy, and
scientific design of the
audience tagging system
directly influence the precision
of the bidding algorithms.
High-quality tags ensure that
the system can accurately
identify high-conversion
opportunities and optimize
bidding decisions accordingly.
Creative decision-making /H1118/H1118/H1118/H1118/H1118Within 15
millisecond
When the bidding system
receives an impression
opportunity, it must select the
most suitable creative from a
vast library of assets using
algorithmic decision-making.
This process is critical to
improving the likelihood of
end-user conversion.
Fraud detection accuracy rate /H1118/H1118Over 98% It is another key capability of
AlphaDesk. The platform
handles over 10 billion ad
impression requests daily. Its
ability to accurately identify
fraudulent traffic through AI
algorithms is essential to
helping customers minimize
advertising budget waste and
ensure efficient media
spending.
As of the Latest Practicable Date, AlphaDesk holds more than 19 granted invention
patents, many of which directly relate to the platform’s core functionalities. Furthermore, we
contributed to the drafting of the national standard titled Information Technology Service —
Digital Marketing Service — Programmatic Marketing Technical Requirements (GB/T
34941-2017), issued by the General Administration of Quality Supervision, Inspection and
Quarantine and the Standardization Administration of China, underscoring our technical
strengths in the field of programmatic marketing.
End-to-End Service Workflow
We offer an end-to-end service process for our intelligent advertising services.
We acquire customers through proactive sales efforts, direct inquiries, and bidding when required.
Based on customers’ needs, we may act either as a principal, taking full responsibility for the
execution of advertising campaigns, or as an agent, where customers independently procure media
resources and use our AlphaDesk platform to manage their campaigns. Regardless of the role, our
service scope, from pre-launch planning to post-campaign analysis and optimization, remains
consistent across both arrangements. Before each campaign, we receive objectives, which generally
include targeted audience and regions, media platforms, duration, budgets, and KPIs, from
customers and input the campaign plans in AlphaDesk. During the campaign, AlphaDesk automates
ad buying and delivery to target audiences. Each customer is supported by an optimization
specialist, offering end-to-end guidance and service throughout the campaign lifecycle. After the
campaign, AlphaDesk analyzes advertising performance and provides optimization insights. At the
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settlement stage, when acting as a principal, we provide customers with advertising performance
data for verification and issue invoices accordingly, based on which customers settle the payment
with us. When acting as an agent, customers settle platform service fees with us for the use of our
platform and related services.
Depending on the contractual arrangement, brands may either engage us directly or through
advertising agencies. In cases where we contract directly with brands, the brands make payments
to us based on the terms of the agreement. Alternatively, where brands engage advertising agencies,
such designated agencies settle payments with us in accordance with their agreements. We then
settle payments with media platforms or media resellers designated by media platforms. The
following diagram illustrates the fund flow of our intelligent advertising services:
Brands
Advertising
Agencies
Deepzero Media Platform
Media Resellers
(1) making payment
to us based on
agreement with us
(2) engaging
advertising agencies
and paying to them
(2) making
payment to us
based on agreements
with us
(4) settling
payment based
on traffic
consumption
(4) settling
payment based
on traffic
consumption
(3) settling payment
based on traffic
consumption
Pricing Model
We charge our customers for intelligent advertising services primarily based on a combination
of two pricing models. See “— Pricing — Pricing Models for Intelligent Advertising Services.”
Case Study
Case study I: Provision of intelligent advertising services to a leading global e-commerce platform
for luxury fashion
We supported a global e-commerce platform specializing in luxury fashion, which operates in
more than 190 countries and regions and targets high-value consumers with strong purchasing
power. The customer engaged us to support its digital advertising efforts in China for a one-year
program. The key objective was to improve the efficiency of online customer acquisition by
enhancing ad targeting and reducing acquisition costs.
An important campaign is for Double 11 promotional period. The customer specified
advertising parameters: the campaign timeframe; placements were limited to first- and second-tier
cities in China; and the target audience included high-spending consumers aged 18 to 45, and luxury
consumers. The KPIs included a reduction in new customer acquisition cost and cost per visitor and
an improvement in overall cost per sale.
To meet these requirements, our execution team input the customer’s KPIs and parameters into
AlphaDesk. The platform automatically bid against each advertising impression opportunity
transmitted by media platforms, assessing whether the corresponding audience matched the
customer’s requirements and predicting the click-through and conversion rates. If the predicted
performance met the KPI thresholds, AlphaDesk automatically initiated the bidding process,
calculated the bid price, and selected the appropriate creative provided by the customer. Upon a
successful bid, the advertisement was displayed in the designated placement.
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As a result of our AI solution, the customer achieved a 12.3% reduction in new customer
acquisition cost, a 53.6% reduction in visitor cost, and a 11.2% reduction in overall cost of sale
during the 2024 campaign period compared to 2023.
Case study II: Provision of intelligent advertising services to a global e-commerce leader
We supported a global e-commerce group, ranked among top three in the internet service and
retailing category, in executing its dual-engine approach focused on new customer acquisition and
existing customer reactivation.
As part of this project, we were tasked with managing over 800 accounts across two
mainstream media platforms and over 40,000 ad creatives to support the campaign. The core KPI
was to control the cost of acquiring new end-user registrations, with the target audience focused on
small- and medium-sized merchants.
Given the complexity of managing such a fragmented media environment and the volume of
creatives, we leveraged AlphaDesk’s AI capabilities to deliver centralized, cross-platform and
cross-device campaign execution. Our platform enabled the automated management of multiple
media accounts, real-time cross-device analysis, and intelligent creative selection, which
significantly enhanced campaign management efficiency compared with manual management.
Leveraging AlphaDesk’s capabilities, the customer reduced cost per acquisition for new
end-users by 14% and cut the first reactivation cost for previously inactive end-users by 9%
compared to the previous campaign cycle.
Intelligent Data Management
As enterprises accelerate their digital transformation, there is growing recognition that
proprietary customer data has become a critical strategic asset. Enterprises need to leverage AI
capability in digital world to enhance end-user experience and strengthen customer relationships,
thus driving higher end-user conversion rates across the entire customer journey.
In response to this evolving market demand for improving end-user conversion outcomes, we
build intelligent data management platforms that leverage AI capabilities to help customers make
more informed decisions throughout the end-user journey and drive higher conversion rates.
AlphaData enables enterprises to establish a centralized customer data platform built on their
proprietary data, thereby breaking down data silos. On the basis of this consolidated data,
AlphaData applies AI algorithms to predict key stages of end-user engagement, such as product
preferences and repurchase cycles, and to automate customer relationship management. As a result,
conversion rates improve across the entire customer lifecycle, from acquisition to initial purchase,
and from first-time buyers to repeat customers. This business includes delivering software deployed
on the customer’s designated cloud environment, along with implementation services to build an
AI-driven, end-user data-based marketing automation platform in CRM area, as well as ongoing
upgrades and maintenance.
Our customer base spans a wide range of industries, including automotive,
telecommunications, beauty, FMCG, and retail. As of December 31, 2025, we had served an
aggregate of 78 end customers through our intelligent data management. AlphaData has been well
received by our customers, as evidenced by a high net dollar retention rate of over 80% throughout
the Track Record Period.
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Intelligent data management contributed RMB119.3 million, RMB78.1 million and RMB69.7
million in revenue in 2023, 2024 and 2025, respectively, representing 19.5%, 14.5% and 12.1% of
our total revenue during the same years. With its ability to deliver intelligent, full-lifecycle
customer management solutions, AlphaData remains a key pillar of our business, contributing to the
breadth of our product portfolio and reinforcing our position in the decision-making AI application
market.
Role of AlphaData under Intelligent Data Management
The core product of our intelligent data management services is AlphaData. AlphaData is
designed to assist enterprises, particularly large-scale enterprises with substantial data assets.
AlphaData is deployed within the customer’s cloud environment, where its core implementation
involves integrating with customer’s systems and data sources. For customers requiring tailored
solutions, we provide optional customized development atop the standard product features,
alongside continuous upgrade and maintenance services.
AlphaData helps enterprises establish a centralized customer data platform that integrates data
from enterprises’ multiple departments. With a suite of embedded AI algorithms, the platform offers
the following key functionalities:
 Data integration and classification – AlphaData filters, cleanses, and categorizes data
from different enterprise departments, including membership records, purchase
behavior, and after-sales services, and consolidates these diverse behavioral datasets into
unified end-user profiles enriched with standardized end-user tags;
 AI-driven analytics and prediction – Building on a unified end-user profile foundation,
AlphaData applies AI algorithms to predict key factors such as individual product
preferences and repurchase cycles based on historical purchase behavior and end-user
interactions, enabling enterprises to automate customer relationship management; and
 Targeted campaign execution – AlphaData enables enterprises to automate the delivery
of targeted marketing communications to their clients, ensuring personalized messages
are sent to their clients at the right moments.
Key Platform Modules and Performance Outcomes
AlphaData is built on a multi-tiered, modular architecture designed to support scalable
enterprise data governance. At its core is a data governance layer that ensures data integrity,
security, and standardization. Sitting atop this foundation is “Holmes”, our proprietary AI algorithm
engine to enable analytics. This architecture further extends to the business application layer,
collectively forming an intelligent data application framework.
AlphaData primarily offers two core functional modules, including a customer data platform
(CDP), and marketing automation (MA). These modules operate to unify enterprise-level data
governance, AI-powered analytics, and operational execution. Through the integration of these
capabilities, AlphaData empowers enterprises to unlock the potential of their proprietary data assets
and translate data intelligence into measurable business outcomes.
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Each of core functional modules plays a distinct yet interconnected role within the platform,
addressing critical aspects of enterprise data management and intelligent marketing operations. The
following table sets forth the details of intelligent functional modules of AlphaData:
Module
Independently
developed Key Functionalities Performance Outcomes
Data governance /H1118/H1118/H1118Y es  Unified management of
end-user data across
channels
 Field-level encryption,
de-identification, and
standardization
 Identity resolution across
sources using standardized
identifiers
 Data quality inspection and
workflow orchestration
Enables enterprise-wide data
cleaning and
standardization, forming a
foundational layer for
downstream intelligent
applications
AI model and
algorithm /H1118/H1118/H1118/H1118/H1118/H1118
Y es  Define model features
based on first-party data
 Build machine learning
models for segmentation
and scoring
 Predict customer
preferences, purchasing
behavior, and churn risk
Lays the foundation for
precision end-user
operations through AI-
driven modelling, enabling
advanced segmentation and
targeted engagement
Customer data
platform (CDP) /H1118/H1118
Y es  Real-time end-user profile
dashboard
 Dynamic tagging system
based on attributes and
behavior
 End-user group creation
and analysis
 Export of end-user and tag
data to internal systems
Empowers enterprises to
construct a comprehensive,
360-degree view of
end-users and drive more
personalized engagement
strategies
Marketing
automation (MA) /H1118
Y es  Visual campaign builder
with automated flows
 Management of SMS,
MMS, WeChat, and app
push notifications
 Multi-layered campaign
effectiveness analysis
 Optimization of timing,
frequency, and content
strategies
Supports large-scale,
automated end-user
communication, enabling
continuous refinement of
marketing strategy based on
real-time analytics
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In addition to its standardized functional modules, AlphaData also offers localized
implementation and integration services to meet the specific needs of customers. Localized
implementation typically includes: (i) tailoring system integration, data workflows, tag logic, and
analytical reports based on the customer’s internal structure; (ii) integrating with third-party
business systems such as customer service platforms, enterprise WeChat, mini-programs, and CRM
systems; (iii) customizing front-end interface design and functional components; (iv) configuring
functional modules to align with business priorities; and (v) adapting data classifications and
marketing automation settings to enterprise-specific use cases. These customization capabilities
ensure alignment with the customer’s digital infrastructure, enhancing overall platform efficiency
and accelerating data-driven outcomes.
Core Technologies
As a proprietary intelligent platform for CRM, AlphaData is underpinned by a suite of core
technologies that enable customers to manage, process, and operationalize their proprietary data
assets at scale. These technologies form the foundation of AlphaData’s advanced data processing,
intelligent analysis, and automated marketing capabilities:
 Multi-type data ingestion : AlphaData supports access to over 100 types of data sources
through various data collection adapters. Each individual server is capable of handling
more than 5,000 API requests per second, with a throughput exceeding 100 MB/s,
ensuring robust ingestion capacity for high-volume enterprise environments.
 End-to-end data processing capabilities : The platform supports full-process data
handling for marketing scenarios, including data stratification, automated tag
computation, ID resolution and unification (OneID), audience segmentation, time-series
analysis, conversion funnel analytics, multi-dimensional custom analytics, marketing
automation, and data export. It can manage terabyte-level data processing and handle
more than 500 concurrent processing tasks in real time.
 Multi-task purchase prediction engine : In predicting purchase intent, AlphaData
conducts multi-task purchase predictions for interrelated behaviors such as favorites,
add-to-cart actions, and purchases. The models employ high-efficiency sparse vector
compression techniques for real-time online prediction, balancing model precision with
computational speed. By decomposing end-user behavior into layered indicators, this
approach addresses common challenges such as sample selection bias and data sparsity.
AlphaData incorporates 27 embedded models, including purchase intent scoring, churn
prediction, product recommendation, and lead scoring models, with purchase propensity
models achieving over 90% accuracy.
 High performance and scalability : Leveraging foundational technologies from search
engine infrastructure, combined with big data and compressed indexing techniques,
AlphaData can process audience tag computations for millions of end-users within five
seconds and handle datasets in the tens of millions within minutes. Its online
recommendation engine supports up to 1,000 QPS (queries per second) per server with
millisecond-level inference latency and ensures platform availability of 99.9%.
 Cloud-native platform adaptability : Built on cloud-native architecture, AlphaData
supports deployment with all major cloud service providers. It accommodates complex
and heterogeneous PaaS environments and scales across more than 100 computing
nodes. The platform enables fully automated deployment and configuration, and in the
event of traffic surges, it can complete auto-scaling operations within three minutes.
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The following table sets forth a summary of key features of AlphaData:
Key technology Features Significance
Purchase propensity prediction
accuracy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Over 90% It refers to the use of AI
algorithms to predict the product
an end-user is most likely to
purchase in their next transaction.
This is one of the most critical
decision-making tools in end-user
operations and helps enterprises
improve key business performance
indicators.
Performance of recommendation
engine /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Up to 1,000
QPS
It refers to AlphaData’s ability to
dynamically generate personalized
product recommendation lists for
each end-user when they access an
enterprise’s e-commerce website
or mini program. This
“one-to-one” recommendation
capability enhances e-commerce
conversion rates and represents
one of AlphaData’s core AI
algorithm strengths.
Platform availability /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111899.9% AlphaData serves as a central
platform for enterprise user
engagement activities. Given the
scale of data processed, the
platform’s overall stability and
performance are crucial, as they
have a direct impact on business
outcomes.
Implementation Process
The implementation of our intelligent platform for CRM follows a structured process
comprising five key stages: requirement research, business requirement confirmation, platform
deployment, data integration and validation, and final acceptance. This end-to-end approach ensures
that the solution is tailored to the customer’s actual operating environment and fully aligned with
their business objectives. The following diagram illustrates the implementation process of
AlphaData:
Requirement
research
Requirement
confirmation
Platform
deployment
Data access
& validation Acceptance
Understand the
project and
organizational
structure
Conduct research
meetings
Clarify project
information
Sort out business
requirements
Discuss and design
marketing
scenarios
Confirm the project
architecture
Carry out deployment
design
Complete the
deployment in the
formal environment
Dock with customer
data
Carry out related
development such as
data processing and
campaign reports
Conduct data validation
in the production
environment
Track and resolve
issues
Submit the project
acceptance report
and deliverables,
and confirm the
acceptance application
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Pricing Model
We offer intelligent data management through a pricing structure aligned with the evolving
needs of customers. We generally charge standardized platform licensing fees for standardized
AlphaData modules, localized implementation and deployment fees for localized implementation
and deployment services of AlphaData, and platform upgrades and ongoing maintenance service
fees for long-term platform maintenance. See “Pricing — Pricing Models for Intelligent Data
Management.”
Case Study
Provision of intelligent data management solution to a leading international automotive brand
We provided services to a globally renowned automotive manufacturer that faced challenges
such as fragmented data systems and low marketing efficiency. The core objectives of the project
were to improve end-user quality and loyalty and enhance overall operational efficiency.
To address these needs, we deployed the AlphaData platform to build a centralized customer
data platform. This platform consolidated end-user data from both online and offline channels,
including the customer’s app, enterprise WeChat, customer service systems, and 4S dealerships,
covering core behavioral data such as registration records, membership information, end-user
preferences, and maintenance and repair history. Based on this integrated dataset, AlphaData
applied AI models to predict key end-user needs.
In practice, whenever an end-user generated behavioral data through online browsing or
offline interactions, AlphaData automatically filtered, cleaned, and structured the data, and assigned
end-user attributes such as gender, age range, and occupation to create a unified end-user profile.
Building on these profiles, AlphaData applied AI models including lead scoring and purchase
propensity models to analyze and forecast end-user needs, identifying whether the end-user was
new or existing, whether they were likely to make a new purchase or replacement purchase, and
their potential purchase intentions. With these predictive insights, the customer’s operations team
was able to initiate automated marketing campaigns through AlphaData, sending targeted messages
such as test drive invitations, membership event notices, promotional offers, and maintenance
reminders via SMS, MMS, or app notifications. These actions encouraged end-user visits, test
drives, and after-sales servicing, thereby improving both end-user conversion and satisfaction.
Following implementation, and through ongoing AI-driven end-user engagement, the
customer’s operational ROI increased by 14.3% compared with the period before adopting the
platform.
Application of AI across Our Business Lines
 Intelligent advertising services
In traditional advertising execution, advertising placement decisions are primarily driven by
human experience and subjective judgment, resulting in limited granularity, delayed responsiveness
and constrained optimization capabilities. By contrast, AI-driven execution leverages algorithmic
decision-making and real-time data analysis to achieve more precise budget allocation, dynamic
responsiveness, and automated campaign optimization. The following table sets out a comparison
between manual advertising placement and AI decision making for advertising:
Aspect Manual advertising placement AI decision making for advertising
Decision Basis /H1118/H1118/H1118/H1118/H1118Relies on historical experience and
subjective judgment
Supported by AI algorithmic
capabilities and big data analytics
Granularity of
Decision-Making /H1118/H1118
Budget allocation is conducted at the
media or ad unit level based on
overall campaign planning, with
limited granularity
Driven by AI algorithms that assess
each impression opportunity in real
time and predict the click-through
and conversion rate based on
predefined KPIs, enabling decision-
making at scale with high frequency
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Aspect Manual advertising placement AI decision making for advertising
Optimization
Mechanism /H1118/H1118/H1118/H1118/H1118/H1118
Requires manual monitoring and post-
issue adjustments, often resulting in
delayed response
Enables automated, real-time
optimization through continuous
feedback loops powered by AI
algorithms
In our intelligent advertising services, AI powers our core product AlphaDesk. AlphaDesk
applies predictive AI models to assess each advertising impression opportunity in real time,
estimating the likelihood that an end-user will click or further convert. Acting much like an
automated decision engine, it determines whether to bid, calculates the optimal bid price, and
selects the optimal creative content, thereby improving the efficiency and effectiveness of digital
advertising campaigns.
 Intelligent data management
In our intelligent data management business, AI drives our core product AlphaData.
Through machine learning, AlphaData helps customers build a centralized data platform that
consolidates data from multiple internal sources. It then filters, cleanses, and categorizes the data
to create unified end-user profiles with standardized end-user tags. Building on this foundation,
AlphaData applies predictive AI models to forecast factors such as end-users’ next purchase timing
and product preferences. This enables customers to automatically deliver personalized marketing
content at the right moments, continuously nurturing end-user relationships and improving overall
conversion rates.
 Deep Agent
In addition to predictive and machine learning applications, we are also actively incorporating
generative AI technologies into our products. Building on this direction, we launched Deep Agent,
which extends our AI capabilities to support more complex decision-making scenarios. See “—
Development and Strategic Roadmap of Our AI Application Product.” Our R&D efforts focus on
developing industry-specific models tailored to practical business applications, rather than building
large language models. In doing so, we leverage mainstream open-source large language models,
both domestic and international, as the technological foundation to accelerate product development
and enhance functionality.
Synergistic Capabilities between AlphaDesk and AlphaData
AlphaDesk and AlphaData are intrinsically connected at both the architectural and business
logic levels, reflecting our systematic approach to building an integrated intelligent marketing
technology ecosystem. Backed by our expertise in large-scale data processing, we have
independently developed a suite of intelligent decision-making algorithm engines that power a
full-process, multi-scenario marketing solution framework designed to serve the entire digital
marketing lifecycle of customers.
Leveraging our technological advancements, we have built a comprehensive AI decision-
making ecosystem that spans the entire marketing and sales value chain, creating a closed loop of
public-domain intelligence, private-domain data empowerment, and AI agent collaboration to
address the diverse needs of our customers. AlphaDesk focuses on public-domain customer
acquisition, while AlphaData serves as the private-domain data hub, enabling enterprises to enhance
decision accuracy and responsiveness across both domains.
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Together, AlphaDesk and AlphaData form a tightly integrated, complementary product suite
that forms a close loop of AI application products for marketing and sales, covering the entire
“acquisition — engagement — conversion” journey. From first end-user touchpoint to long-term
relationship management and final conversion, the two platforms work in concert to address
multiple pain points in marketing and sales decision-making.
During the Track Record Period, a total of 23 end customers had procured both our AlphaDesk
and AlphaData. These dual-product customers contributed revenue of RMB183.7 million,
RMB135.4 million and RMB116.9 million in 2023, 2024 and 2025, respectively.
OUR OPERATING ACHIEVEMENTS
Through our continuous efforts in diversifying our offerings, exploring effective monetization
strategies, and enhancing customer satisfaction and engagement, we have made considerable
progress. This progress is evident not only in the improvement of our financial performance but also
in our operating results. The following table sets forth selected performance indicators of our
business:
Y ear ended/As of December 31,
2023 2024 2025
Number of end customers
(on a group basis) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118266 243 228
– Number of end customers of intelligent
advertising services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118239 205 188
– Number of end customers of intelligent
data management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840 43 49
Number of Chinese Mainland end
customers (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150 137 124
Number of non-domestic end customers (1) /H1118/H1118/H1118 120 108 112
Net dollar retention rate of end
customers (%) (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111890.0 92.7 88.7
Average revenue per end
customer (RMB’000) (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,297.7 2,213.5 2,528.8
Notes:
(1) Customers are classified based on the place of registration of the customer’s contracting entity.
A customer is classified as a Chinese Mainland end customer if its contracting entity is registered in the
Chinese Mainland, and as a non-domestic end customer if its contracting entity is registered outside the
Chinese Mainland.
(2) The net dollar retention rate of customers refers to the revenue generated from the end customers who have
previously purchased our products within the given year, divided by the total revenue within the same year.
(3) Average revenue per end customer represents the corresponding revenue generated in the given year divided
by the number of relevant end customers in the same year.
The number of end customers declined from 2023 to 2024, particularly in our intelligent
advertising services, primarily due to the temporary cessation of procurement by certain
non-domestic customers following their internal marketing schedule adjustments, with procurement
resuming in 2025. The number of end customers declined from 2024 to 2025, particularly in our
intelligent advertising services, primarily due to a reduction in domestic end customers following
our strategic shift toward prioritizing larger-scale customers.
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The following table sets forth the movement of our KA end customers during the years
indicated:
Y ear ended December 31,
2023 2024 2025
Number of KA end customers (1)
(on a group basis)
– Number of KA end customers in the
prior year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 19 21
– Newly added KA end customers during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118873
– Reduction in KA end customers during
the given year (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 157
– Number of KA end customers in the
given year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 21 17
Retention rate of KA end
customers (3) (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881.8 94.7 81.0
Notes:
(1) KA end customers refer to end customers who (i) contribute revenue over RMB10.0 million under our
intelligent advertising services; or (ii) contribute revenue over RMB2.0 million under our intelligent data
management business in the given year.
(2) Reduction in KA end customers refers to KA end customers who (i) no longer cooperated with us; and (ii) still
maintained cooperation with us but failed to meet our selection criteria of KA end customers.
(3) Retention rate of KA end customers is calculated by using the number of KA end customers who contributed
revenue in both the given year and the prior year as the numerator, and using the total number of KA customers
who contributed revenue in the prior year as the denominator, expressed as a percentage.
During the Track Record Period, the number of our KA end customers remained relatively
stable, reflecting the robust development of our business. In the meanwhile, our KA end customer
retention rate consistently remains above 80.0% during the Track Record Period, reflecting their
highly sticky and collaborative relationship with us.
The following table sets forth selected performance indicators of our intelligent data
management business.
Y ear ended December 31,
2023 2024 2025
Number of projects (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111889 115 175
Average project value (2) (RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H11182,011.2 897.3 760.5
Notes:
(1) Number of projects represents projects that contributed revenue in the given year.
(2) Average project value refers to the total contract value of intelligent data management in the given year divided
by the number of intelligent data management projects in the given year.
The average project value experienced continued decline throughout the Track Record Period,
primarily due to a shift in project mix toward a larger number of smaller and more standardized
projects, as reflected by the increase in project count alongside the decrease in average project
value.
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DEVELOPMENT AND STRATEGIC ROADMAP OF OUR AI APPLICATION PRODUCT
With the advancement of generative AI technologies, we launched the Deep Agent platform,
which comprises a suite of end-to-end AI agents tailored for marketing and sales scenarios. These
AI agents harness the power of generative AI, combined with domain-specific data and industry
know-how, to further strengthen enterprise-level decision-making capabilities. Through Deep
Agent, our customers are empowered to make more informed and efficient decisions not only in
advertising and customer relationship management, but also across sales operations, customer
service, and other key business functions.
Deep Agent is connected to multiple large language models available in China and is built
upon vertical-specific data and domain expertise. In addition, our Deep Agent platform integrates
traditional machine learning models with generative AI capabilities. As a result, Deep Agent
currently features a suite of scenario-based AI agents covering functions such as marketing, sales,
operations, and customer service. Deep Agent has been integrating into our existing product
portfolio and boasts over 20 specialized agents including sales assistants, content recommendation
agents, campaign optimization agents, and customer insights agents, which are expected to be
deployed in extensive application scenarios.
Deep Agent further enhances the AI capabilities of our existing products. For example, in
marketing automation, the AI agent is able to analyze patterns and performance from historical
end-user journeys and autonomously construct optimized end-user journeys aligned with specific
business objectives.
In new product testing and insights, Deep Agent simulates consumer feedback through natural
language dialogue, helping brands to identify new product concept and ideas. With this AI agent,
brands can accelerate product ideation and shorten time-to-market.
In the sales domain, Deep Agent empowers sales teams by generating AI-driven responses to
customer inquiries. Based on the dialogue content and integrated data sources, the AI agent
formulates recommended follow-up strategies to help sales personnel improve conversion rates.
With its adaptable structure and scalable capabilities, Deep Agent can be applied across
different industries. As part of our future development, Deep Agent is expected to play a strategic
role in facilitating the full adoption of generative AI technologies and significantly enhancing our
AI-driven decision-making capabilities for customers.
RESEARCH AND DEVELOPMENT
Overview
As AI continues to evolve, our ability to develop proprietary technologies, improve product
functionalities, and introduce new solutions is essential for our business development. In light of
this, we regard research and development (R&D) as a core strategic priority and continue to allocate
significant resources to it.
We incurred research and development expenses of RMB54.1 million, RMB56.3 million and
RMB45.8 million in 2023, 2024 and 2025, respectively, representing 8.8%, 10.5% and 7.9% of our
total revenue during the same periods.
During the Track Record Period, our R&D efforts primarily focused on (i) iterative
enhancement of AI algorithms and feature sets within AlphaDesk to support intelligent, cross-
platform advertising delivery; (ii) module development and intelligent upgrading within AlphaData
to address enterprise demands for enhanced data-driven decision-making and intelligent marketing
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capabilities; and (iii) foundational research into latest AI technologies, particularly the development
of our enterprise Deep Agent. Going forward, we intend to further expand our R&D initiatives to
reinforce our technological edge and accelerate product innovation. See “Future Plans and Use of
Proceeds.”
We have built a dedicated R&D team comprising experienced professionals with expertise in
AI, big data and software engineering. As of December 31, 2025, our research and development
team consisted of 99 employees, accounting for 31.7% of our total workforce. To cultivate and
retain top-tier technical talent, we provide rigorous onboarding and technical training to ensure deep
integration with our product development teams.
R&D Workflow
We establish a robust and standardized R&D management framework to support innovation
and operational efficiency. Our R&D process is structured into four key stages, including initiation,
planning, development, and acceptance. At the initiation stage, feasibility studies are conducted
jointly by management and the R&D team based on business needs and industry trends. Upon
approval, dedicated project teams are formed with clear task assignments. During the planning
stage, project leads define development timelines, key deliverables, and resource allocation. In the
development phase, individual work hours are tracked and reviewed, with monthly labor cost data
submitted to the finance department for verification. In the acceptance stage, the project team
compiles review materials summarizing technical challenges, solutions, and remaining issues to
ensure the project objectives have been fully achieved.
R&D Achievements
Our R&D capabilities have underpinned the development of our AI-driven solutions and
contributed to the accumulation of intellectual property portfolio. As of the Latest Practicable Date,
we had 44 patents registered in the PRC, which were material to our business, and had 10 pending
patent applications in the PRC and one pending international patent application. These
achievements have been widely recognized by leading market research institutions. We were named
a Strong Performer and a Major Player by several global research firms in 2019 and 2023,
respectively, based on our product capabilities, industry expertise, and customer satisfaction.
Our products have passed the CMMI Level 3 certification and the Class III certification for
Information System Security Classified Protection (ISCCC), reflecting our strong software
engineering and security compliance capabilities. We have also obtained a series of internationally
recognized management system certifications, including ISO 20000 (IT service management), ISO
9001 (quality management), ISO 27001 (information security), ISO 14001 (environmental
management), and ISO 45001 (occupational health and safety).
In recognition of our innovation capacity, we have been designated as a Beijing Municipal
Enterprise Technology Center, a Beijing Specialized, Refined, Characteristic, and Innovative “Little
Giant” Enterprise, and a National-Level Specialized, Refined, Characteristic, and Innovative “Little
Giant” Enterprise. We have also actively contributed to the development of key national and
industry standards. These include the Information Technology Service — Digital Marketing Service
— Programmatic Marketing Technical Requirements (GB/T 34941-2017), issued by the General
Administration of Quality Supervision, Inspection and Quarantine and the Standardization
Administration of China, as well as the Customer Data Platform (CDP) Fundamental Capability
Requirements and the Marketing Automation Series Standard , led by the China Academy of
Information and Communications Technology (CAICT).
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INTELLECTUAL PROPERTY
As of the Latest Practicable Date, we had (i) 44 patents registered in the PRC; (ii) 157
registered copyrights in the PRC; (iii) 108 registered trademarks in the PRC and Hong Kong in
aggregate; and (iv) 21 registered domain names, which were material to our business. See
“Statutory and General Information — B. Further Information about Our Business — 2. Intellectual
Property Rights of Our Group” in Appendix VI to this prospectus.
We rely on a combination of patent, trademark, copyright, domain name and other proprietary
rights laws in the PRC, together with confidentiality protocols and contractual safeguards, to protect
our intellectual property. Our key intellectual property assets include patents related to AlphaDesk
and AlphaData, trademarks associated with the Deepzero brand, and copyrights for our proprietary
software products.
We have implemented an intellectual property protection regime. Our legal department is
responsible for overseeing the timely application, renewal, and registration of our intellectual
property rights, and for monitoring potential conflicts with third-party rights. During the Track
Record Period and up to the Latest Practicable Date, we did not experience any incidents of (i)
unauthorized use of third-party intellectual property rights, (ii) infringement of third-party
intellectual property rights, (iii) breaches of security measures, or (iv) interruption or failure of our
information technology infrastructure that would reasonably be expected to have a material adverse
effect on our business operations or financial performance. We also did not encounter any material
complaints, claims, regulatory actions, legal proceedings, or unfavourable changes to media rebate
policies that had, or would reasonably be expected to have, a material adverse impact on our
business, financial condition or results of operations. Furthermore, we had not been subject to any
adverse findings by government authorities in connection with investigations or audits relating to
alleged infringement of third-party intellectual property.
Despite the measures we have implemented to safeguard our intellectual property, we may
nevertheless be exposed to certain risks. See “Risk Factors — Risks Relating to Our Business and
Industry — Failure to protect our intellectual property rights or unauthorized use by third parties
could adversely affect our competitiveness and business operations.”
OUR CUSTOMERS
Our customer base primarily includes large- and medium-sized enterprises. For intelligent
advertising services, our customers consist of advertisers and advertising agencies. Our end
customers for intelligent advertising services include both (i) advertisers who enter into agreement
directly with us and (ii) advertisers that engage our services through advertising agencies. In respect
of intelligent data management business, our customers primarily include large- and medium-sized
enterprises with digital transformation needs. During the Track Record Period, the majority of our
customers of intelligent data management were located in the PRC. We also served customers
outside the PRC.
We generally offer credit terms ranging from 30 to 90 days to customers, with the specific
credit period determined based on the nature of the transaction and the customer’s credit profile.
Our customers generally settle payments to us via bank transfer.
Our Five Largest Customers
In 2023, 2024 and 2025, we generated revenue from our five largest customers in each year
during the Track Record Period of RMB307.1 million, RMB293.8 million and RMB343.5 million,
respectively, accounting for 50.2%, 54.6% and 59.6% of our total revenue for the corresponding
years. Revenue from our largest customers in each year during the Track Record Period accounted
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for RMB85.7 million, RMB95.7 million and RMB98.7 million, respectively, representing 14.0%,
17.8% and 17.1% of our total revenue for the corresponding years. The table below sets forth the
details of our five largest customers in each year during the Track Record Period:
Y ear Ended December 31, 2025
Customer
Major services
provided by us Credit terms Revenue
% of our total
revenue
Y ear of
commencement of
business
relationship Background
(RMB’000) (%)
Customer A /H1118/H1118/H1118/H1118Intelligent
advertising
services
90 days or working
days
98,661 17.1 Since 2013 A communications and advertising
service provider headquartered in
London, the United Kingdom. It
is listed on the London Stock
Exchange and the New Y ork
Stock Exchange with a market
capitalization approximately
USD4.0 billion.
Customer B /H1118/H1118/H1118/H1118Intelligent
advertising
services
Five working days
to 60 days
78,904 13.7 Since 2019 A Chinese multinational technology
conglomerate headquartered in
Hangzhou, China. It is listed on
the Hong Kong Stock Exchange
and the New Y ork Stock
Exchange with a market
capitalization of approximately
USD300.0 billion.
Customer D /H1118/H1118/H1118/H1118Intelligent
advertising
services
20 working days 73,750 12.8 Since 2021 A tech-driven retail company
headquartered in Beijing, China.
It is listed on the Hong Kong
Stock Exchange with a market
capitalization of exceeding
HKD500.0 billion.
Customer C /H1118/H1118/H1118/H1118Intelligent
advertising
services
90 days, in the next
month after
customer
receiving the
payments from
its end clients, or
as stipulated
otherwise in the
purchasing orders
58,530 10.2 Since 2012 A global provider of marketing
solutions headquartered in New
Y ork, United States. It is listed
on New Y ork Stock Exchange
with a market capitalization of
approximately USD9.0 billion.
Customer G /H1118/H1118/H1118/H1118Intelligent
advertising
services
30 working days 33,624 5.8 Since 2024 A social media platform company
headquartered in Beijing, China.
It is listed on the NASDAQ and
subsequently had a secondary
listing on the Hong Kong Stock
Exchange with a market
capitalization of approximately
USD3.0 billion.
343,469 59.6
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Y ear Ended December 31, 2024
Customer
Major services
provided by us Credit terms Revenue
% of our total
revenue
Y ear of
commencement of
business
relationship Background
(RMB’000) (%)
Customer A /H1118/H1118/H1118/H1118Intelligent
advertising
services
90 days or working
days
95,727 17.8 Since 2013 A communications and advertising
service provider headquartered in
London, the United Kingdom. It
is listed on the London Stock
Exchange and the New Y ork
Stock Exchange with a market
capitalization approximately
USD4.0 billion.
Customer B /H1118/H1118/H1118/H1118Intelligent
advertising
services
Five working days
to 90 days
89,537 16.6 Since 2019 A Chinese multinational technology
conglomerate headquartered in
Hangzhou, China. It is listed on
the Hong Kong Stock Exchange
and the New Y ork Stock
Exchange with a market
capitalization of approximately
USD300.0 billion.
Customer C /H1118/H1118/H1118/H1118Intelligent
advertising
services
90 days, in the next
month after
customer
receiving the
payments from
its end clients, or
as stipulated
otherwise in the
purchasing orders
51,973 9.7 Since 2012 A global provider of marketing
solutions headquartered in New
Y ork, United States. It is listed
on New Y ork Stock Exchange
with a market capitalization of
approximately USD9.0 billion.
Customer D /H1118/H1118/H1118/H1118Intelligent
advertising
services
20 working days 36,523 6.8 Since 2021 A tech-driven retail company
headquartered in Beijing, China.
It is listed on the Hong Kong
Stock Exchange with a market
capitalization of exceeding
HKD500.0 billion.
Customer E /H1118/H1118/H1118/H1118Intelligent
advertising
services
90 days 20,077 3.7 Since 2014 A company engages in advertising
and public relations business,
headquartered in Paris, France. It
is listed on Euronext Paris with a
market capitalization of
exceeding USD20.0 billion.
293,837 54.6
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Y ear Ended December 31, 2023
Customer
Major services
provided by us Credit terms Revenue
% of our total
revenue
Y ear of
commencement of
business
relationship Background
(RMB’000) (%)
Customer A /H1118/H1118/H1118/H1118Intelligent
advertising
services and
intelligent data
management
90 days or working
days
85,707 14.0 Since 2013 A communications and advertising
service provider headquartered in
London, the United Kingdom. It
is listed on the London Stock
Exchange and the New Y ork
Stock Exchange with a market
capitalization approximately
USD4.0 billion.
Customer B /H1118/H1118/H1118/H1118Intelligent
advertising
services and
intelligent data
management
Five working days 77,748 12.7 Since 2019 A Chinese multinational technology
conglomerate headquartered in
Hangzhou, China. It is listed on
the Hong Kong Stock Exchange
and the New Y ork Stock
Exchange with a market
capitalization of approximately
USD300.0 billion.
Customer C /H1118/H1118/H1118/H1118Intelligent
advertising
services
90 days, in the next
month after
customer
receiving the
payments from
its end clients, or
as stipulated
otherwise in the
purchasing orders
75,725 12.4 Since 2012 A global provider of marketing
solutions headquartered in New
Y ork, United States. It is listed
on New Y ork Stock Exchange
with a market capitalization of
approximately USD9.0 billion.
Customer E /H1118/H1118/H1118/H1118Intelligent
advertising
services
90 days 38,995 6.4 Since 2014 A company engages in advertising
and public relations business,
headquartered in Paris, France. It
is listed on Euronext Paris with a
market capitalization of
exceeding USD20.0 billion.
Customer F /H1118/H1118/H1118/H1118Intelligent
advertising
services and
intelligent data
management
30 days or working
days
28,875 4.7 Since 2017 A Chinese automobile
manufacturing joint venture
company, located in Guangdong
Province, China.
307,050 50.2
All of our five largest customers in each year during the Track Record Period were
Independent Third Parties. As of the Latest Practicable Date, none of our Directors, their associates
or any of our Shareholders, who or which to the knowledge of the Directors, owned more than 5%
of our issued share capital, had any interest in any of our five largest customers in each year during
the Track Record Period.
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Key Terms of Agreements with Our Customers
Agreements with Customers of Intelligent Advertising Services
We typically enter into annual cooperation framework agreements with our customers, under
which individual advertising orders are placed separately for each campaign. The annual
cooperation framework agreements establish the fundamental terms governing the commercial
relationship, including duration, rights and obligations, service scope, and dispute resolution
mechanisms. The specific parameters of each campaign, including pricing metrics, unit prices,
purchase quantities, and total amounts, are set out in the specific advertising orders. These orders
are not standalone arrangements but remain subject to the provisions of the overarching framework
agreement. The key terms of our annual cooperation framework agreements with customers
generally include the following:
 Duration. Generally one year, subject to annual renewal.
 Contents of advertisements. The responsibility for reviewing advertising content varies
depending on the contractual arrangement. In some cases, we are required to review the
content before placement, while in others, the customer retains full responsibility.
However, all advertising content is exclusively provided by our customers, while our
role is limited to technical adaptations for platform compatibility, without adding
substantive content. Accordingly, legal liability for advertising content may: (i)
primarily rests with our customers who warrant content compliance and bear final
liability; and (ii) shifts to us only if caused by our fault, such as unauthorized content
modification or failure to conduct reasonable review. Our customers are generally
required to indemnify us against any penalties imposed by government authorities,
online publishers or any third-party claims arising from illegal or inappropriate
advertising content. We solely undertake the indemnification obligations for liabilities
arising from our fault. Otherwise, even if we assume the legal liabilities first, our
customers shall indemnify us.
 Data verification. Customers are entitled to verify advertising performance data using
their own tracking systems, Independent Third-Party tracking platforms recognized by
us, or our proprietary data tracking links. Any discrepancies identified will be settled in
accordance with the terms of the agreement.
 Confidentiality. Each party is required to maintain the confidentiality of any information
obtained in connection with the performance of the agreement, unless disclosure is
required by applicable laws or regulations, made with the prior written consent of the
other party, made with publicly available information or necessary for the performance
of the agreement.
 Settlement. We generally require our customers to settle the payments upon completion
of each service while sometimes customers shall make partial prepayments. We also
generally offer credit terms ranging from 30 to 90 days, based on the specific transaction
arrangements and the customer’s creditworthiness.
 Termination. The annual cooperation framework agreements may be terminated on the
occasions, including (i) upon mutual consent of both parties; (ii) by us with a prior
written notice; (iii) by us in the event that our customers fail to settle outstanding fees
for a certain number of working days; (iv) by either party with a written notice in the
event of long-lasting or frequently occurring force majeure; or (v) by the non-defaulting
party in the event of a material breach.
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Agreements with Customers of Intelligent Data Management Business
We generally enter into software purchase agreements with our customers in connection with
intelligent data management. Set out below is a summary of the key terms of our standard purchase
agreement for intelligent data management:
 Duration: The agreement term generally ranges from one to three years.
 Acceptance : Upon receiving the platform deployment acceptance report, the customer is
required to confirm acceptance or provide feedback. In some cases, failure to respond
within this period will be deemed as acceptance, and the project will be considered
successfully delivered.
 Settlement: We charge our customers based on the specific services provided and in
accordance with the respective payment milestones stipulated in the agreement.
 Data compliance : The responsibility for ensuring the legality and security of
information and data used in connection with the platform is subject to the specific terms
of each contract. Depending on the agreement, such responsibility may rest with the
customer, with us, or be shared between both parties. In the event of any violation of
applicable laws, regulations, or relevant rules, liability shall be borne accordingly.
 Intellectual property : All intellectual property rights in data, materials, and other
information provided by the customer remain the property of the customer. All
intellectual property rights related to the platform belong to us.
 Confidentiality : All materials, information, and data exchanged between the parties,
including all information related to the system data platform, are considered
confidential, unless disclosure is required by applicable laws or regulations, made with
the prior written consent of the other party, made with publicly available information, or
necessary for the performance of the agreement.
We did not experience any material breach of agreements with our customers during the Track
Record Period and up to the Latest Practicable Date.
Customer Acquisition and Retention
We are committed to expanding our customer base by acquiring new customers while also
focusing on the retention and continued engagement of existing customers. To this end, we employ
a range of multi-channel acquisition strategies and implement differentiated customer retention
initiatives tailored to the characteristics of each business line.
In terms of intelligent advertising services, we attract customers through a combination of
marketing initiatives, and a strong industry reputation. Our customer acquisition strategy includes
participation in industry conferences, hosting of marketing forums, and conducting online technical
sharing sessions to showcase advertising performance. Our business development team actively
engages in targeted outreach to potential customers. As we deepen and strengthen our relationships
with advertising agencies, they are expected to allocate more advertising budgets to us.
To enhance customer retention, we provide real-time advertising optimization mechanism,
flexible settlement arrangements and dedicated technical support to build long-term trust. We also
offer post-campaign performance analyses and actionable recommendations to help customers
maximize their return on advertising investment. Our ability to consistently deliver measurable,
results-driven performance reinforces customer loyalty and fosters repeat business relationships.
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For intelligent data management business, our sales team engages in solution-based selling,
particularly in vertical sectors such as retail, automotive and beauty, providing demonstrations and
scenario-specific planning to engage key decision-makers and improve conversion rates.
To strengthen customer engagement, we offer model optimization, product upgrades and user
training services.
Customer Services and Customer Complaints
After years of dedicated work, we have successfully built a large and loyal customer base, and
our foremost priority is to deliver a satisfactory customer experience. To achieve this, we establish
a customer support team comprising sales representatives, product managers, operations personnel,
and technical specialists. Our customer support team provides end-to-end assistance throughout the
customer lifecycle from data governance to strategic decision-making. We believe that this
integrated service model enables us to promptly and effectively address customer needs, thereby
delivering an exceptional end-to-end service experience.
With outstanding service capabilities and amicable service attitude, we maintain good
relationships with our customers. During the Track Record Period and up to the Latest Practicable
Date, we had not received any material customer complaints.
Our goal is to continuously enhance our service quality and address any concerns raised by
our valued customers. Our dedicated customer support team is responsible for handling all customer
complaints. To ensure efficient and effective resolution, we have established a tiered reporting
system and provided our staff with strict internal guidelines to follow. When a complaint is
received, it is promptly escalated to the head of the customer support team, who works diligently
towards a fair and timely resolution.
Customer Concentration
Revenue attributable to our five largest customers in each year during the Track Record Period
represented 50.2%, 54.6% and 59.6% of our total revenue in 2023, 2024 and 2025, respectively. The
majority of our five largest customers in each year during the Track Record Period are advertising
agencies we collaborate with in providing intelligent advertising services.
In the digital advertising industry, it is common for advertisers to outsource media planning
and procurement to advertising agencies. The market is highly consolidated, with a small number
of leading agencies managing a significant portion of end customers’ advertising expenditures and
are responsible for formulating and executing their digital advertisement placement schemes. As a
result, technology providers like us generally enter into direct contractual arrangements with these
agencies while delivering services to a broad array of end customers through them. According to
Frost & Sullivan, our customer structure and level of concentration align with industry norms.
Although we contracted with advertising agencies, we served approximately 468 end
customers across sectors such as FMCG, automotive, internet services, and energy through these
intermediaries during the Track Record Period. The aggregate number of end customers served
through our five largest customers in each year of the Track Record Period was 55, 44 and 36 in
2023, 2024 and 2025, respectively. Thus, while our revenue is concentrated at the agency level, our
actual service coverage and revenue sources are widely diversified, reducing our reliance on any
single end customer.
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Despite the revenue concentration on a number of advertising agencies, we consider our
customer relationships to be stable and resilient, supported by the following factors:
(i) Established long-term relationships . Even though we have not entered into any
exclusive agreements with advertising agencies or end customers for the provision of our
solutions, we have established stable relationships with them. We have maintained
long-standing business ties with our top five customers in each year during the Track
Record Period, with some partnerships spanning up to 14 years as of the Latest
Practicable Date. These relationships have been reinforced through multiple renewal
cycles and consistent service delivery;
(ii) Direct engagement with end customers . Whether collaborating through advertising
agencies or engaging directly, we maintain close and direct involvement with end
customers throughout their advertising lifecycle. Over time, end customers have
accumulated substantial historical advertising and marketing data within our platform,
which is critical to their ongoing operations and would be costly and disruptive to
migrate. In addition, although certain customers procure our services through
advertising agencies, their day-to-day campaign requirements, execution, performance
analysis and optimization are conducted through direct and ongoing interaction between
our team and the end customers, with our proprietary analytics capabilities deeply
embedded in their marketing workflows. As a result, even when advertisers change their
agency relationships, they typically continue to rely on and utilize our platform and
services to maintain data continuity, operational efficiency and marketing effectiveness,
making our offerings difficult to substitute;
(iii) Reputation for quality . Our reputation for reliable performance and effective solutions
has driven strong customer satisfaction and loyalty. This is evidenced by recurring
orders and a growing proportion of multi-year or framework agreements; and
(iv) Product innovation to enhance customer retention. We continuously invest in upgrading
our product offerings and expanding functionalities to meet evolving customer needs.
These innovations not only add value but also deepen customer engagement, supporting
sustained partnerships.
To mitigate any potential risks arising from customer concentration, we are actively expanding
our industry coverage and promoting use cases across different segments. In addition, we aim to
deepen relationships with a broader range of advertising agencies and end customers, supported by
continuous product innovation, enhanced service capabilities and customized value propositions.
In view of the above, the Directors believe our customer concentration is a reflection of the
structural features of the digital advertising market and is consistent with industry practice. Given
our history of collaboration, brand reputation, and reach to end customers, we believe the risk of
material adverse changes in customer relationships is limited.
Having considered the views of our Directors above and based on the due diligence work
performed by the Sole Sponsor, nothing has come to the attention of the Sole Sponsor that would
reasonably cause it to cast doubt on our Directors’ views above in any material respect.
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OUR SUPPLIERS
Procurement
During the Track Record Period, we procured media resources, technology services, and
server hosting and bandwidth from a variety of suppliers. The majority of our procurement related
to media resources, which we primarily sourced through media resellers. The technology services
we procured primarily comprise data reporting, data monitoring, and creative services. Our
experienced procurement department plays a pivotal role in this process by identifying suitable
procurement channels and negotiating favorable commercial terms.
Media resources refer to designated ad placement supply made available by media platforms
or resellers under commercial arrangements, such as specific ad placements, traffic packages, or pre
purchased advertising capacity within a defined period. The media resources we procure are
primarily measured and priced on a CPM basis. We enter into agreements with designated media
resellers based on customer needs, and connect our AlphaDesk platform with media platforms to
enable real-time advertising impression data exchange. During campaign execution, our AlphaDesk
leverages AI algorithms to identify suitable impression opportunity based on exposure data from the
media side and participate in bidding automatically. We then settle payments with media or its
resellers based on actual traffic consumption. We do not hold such media resources as inventory for
resale. Instead, these media resources are consumed in the course of providing intelligent
advertising services to our customers, and are not separately sold or transferred to customers.
We incur media resources acquisition costs in connection with the procurement of media
resources from third-party media platforms and media resellers, which constitute a substantial
portion of our total cost of sales. These costs refer to expenditures incurred in purchasing media
resources from third-party media platforms or media resellers, primarily measured by cost per mille
(CPM), which represents the cost of 1,000 successful ad impressions. Such media resources are
procured through AlphaDesk, which conducts real-time programmatic bidding across selected
media platforms. Upon a successful bid, the advertisement is displayed and the corresponding
CPM-based cost is recorded. AlphaDesk also tracks CPM and impressions from each media
platforms to ensure accurate billing and performance monitoring. Accordingly, we recognize media
resources acquisition costs based on actual impressions served through successful bids placed via
AlphaDesk.
During the Track Record Period, our media resources suppliers were primarily media resellers
rather than direct media platforms. This was mainly because some media platforms, such as Douyin
and Tencent, grant distribution rights to designated agencies as their resellers. These resellers
typically purchase media resources in large volumes and, in some cases, receive rebates from the
media platforms, enabling them to offer more favorable pricing terms than would be available
through direct procurement. By engaging through such resellers, we are able to access these pricing
advantages, which would otherwise be difficult to obtain on a standalone basis. According to Frost
& Sullivan, this arrangement is a common practice across the industry.
Our collaboration with media resources suppliers typically involved three key stages: supplier
onboarding and qualification, intelligent campaign execution, and media account funding and
settlement.
At the onboarding stage, we conduct structured screening and evaluation of prospective media
resellers through a formal business engagement and negotiation process. Qualified media resellers
are admitted into our supplier pool and engaged through a master service agreement to establish a
foundation for long-term cooperation.
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During the campaign execution phase, upon receipt of a media brief from a customer, we
utilize AlphaDesk to identify and match the most suitable media platforms based on campaign
requirements and audience profiles. Following customer confirmation, we coordinate with the
relevant media agency, which typically undertakes account setup, creative production, pre-
campaign fund deposits, and campaign plans optimization at the account level. The agency plays
a critical role in enhancing campaign effectiveness. Throughout the campaign, we monitor agency
performance based on responsiveness, optimization capability, and delivery results, and adjust our
agency pool dynamically to ensure quality execution and operational efficiency.
At the settlement stage, leading media resellers typically pre-fund designated media accounts
based on projected campaign demand. We reconcile actual media spending against backend
platform records on a monthly basis and settle payments with media resellers based on verified
consumption data.
Set out below is a summary of the key terms of our standard procurement agreement with
media resources suppliers:
 Service term : Generally, one year.
 Principal services provided by media resources suppliers : Media resources suppliers
place advertisements in accordance with our instructions and sometimes also open
advertising accounts for us on media platforms they operate or represent.
 Payment method : In some cases, we prepay advertising fees into the relevant media
accounts, which are used to cover the advertising expenditures incurred by us or our
customers. The actual advertising consumption is determined based on the data
recorded.
 Fee settlement : In some cases, we settle the fees settle on a monthly basis. Settlement
is made based on the actual top-up amount during the settlement period, net of
applicable rebates, as reflected in the advertising accounts. In other cases, the parties
settle fees upon completion of advertisement placement.
 Compliance of advertising content : Media resources suppliers have the right to review
the advertising content we provide. If the content is deemed non-compliant with
applicable laws or regulations, the media resources supplier may request modifications
and reserves the right to refuse publication until such modifications are made.
 Data transmission : Data exchanges between us and media resource suppliers are
conducted through designated secure transfer methods. The data involved is limited to
information necessary for advertising placement, including impressions and clicks, for
campaign verification.
 Data usage : Media resource suppliers may use the data provided by us solely for the
agreed advertising placement purposes. They are also required to ensure that the
advertising data shared with us has obtained the necessary user authorization from their
media platforms, including consent for the type, scope, and purpose of data usage. Both
parties implement technical and organizational measures in accordance with applicable
data protection laws to safeguard data security and prevent leakage.
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 Intellectual property : All data, materials, designs, and other information we provide to
media resources suppliers in the course of cooperation shall remain exclusively owned
by us. Ownership and related intellectual property rights shall not be transferred under
any circumstances. Media resources suppliers may not use such materials for any
purposes outside the scope of the agreement without our prior written consent.
 Termination of agreement : Early termination during the contract term requires prior
written consent. The agreement shall be deemed terminated upon written confirmation
by both parties, or by the non-defaulting party in the event of a material breach, and any
outstanding payments shall be settled based on actual usage.
Supplier Management and Top Suppliers
Our suppliers primarily included (i) media resellers or media platforms from which we
acquired media resources; (ii) technical service providers from which we procured auxiliary
services, including operational support, implementation, and data analytics, to address urgent or ad
hoc requirements, supplement our in house capabilities, or support project specific customized
development not undertaken internally; and (iii) network and IT infrastructure service providers.
We prudently select our suppliers based on stringent criteria and commitment to adherence to
applicable laws and regulations, guaranteeing the quality of our purchases. When engaging with
potential suppliers, we conduct structured evaluations, considering crucial factors such as the
agency’s operational experience across various media platforms, credit terms, rebate policies, team
capability, and overall responsiveness.
Furthermore, we continuously evaluate the performance of our partnered suppliers in essential
aspects such as ad space resources, traffic quality, pricing competitiveness, service reliability, and
creditworthiness. The assessment results serve as the basis for rating and ranking our suppliers,
allowing us to closely monitor their performance and identify areas for improvement. As part of our
commitment to transparency and accountability, our procurement department maintains an approved
supplier list. This list is updated annually, with the inclusion of suppliers demonstrating exceptional
performance and compliance with our stringent requirements.
To ensure supply stability and consistency, we typically source each type of supply from one
primary supplier, with several alternative options available as backups. Throughout the Track
Record Period and up to the Latest Practicable Date, we had not experienced significant shortages
or delays in the delivery of supplies.
Our overall media agency network remained relatively stable during the Track Record Period.
This stability has enabled us to maintain consistent delivery performance and continuously enhance
the quality and reliability of our advertising services.
Our purchases from five largest suppliers in each year during the Track Record Period
amounted to RMB98.6 million, RMB100.3 million and RMB87.6 million in 2023, 2024 and 2025,
respectively, accounting for 28.9%, 30.9% and 23.4% of our total purchases for the corresponding
years. Our purchases from largest supplier in each year during the Track Record Period amounted
to RMB29.2 million, RMB36.4 million and RMB27.3 million in 2023, 2024 and 2025, respectively,
accounting for 8.6%, 11.3% and 7.3% of our total purchases for the corresponding periods.
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The following table sets forth certain information of our five largest suppliers in each year
during the Track Record Period.
Y ear Ended December 31, 2025
Suppliers
Major
products/services
purchased by us Credit terms
Amount of
purchase
%o fo u r
purchases
Length of
business
relationship
with us Background
Collaborative
media platforms
(RMB’000) (%)
Suppliers H /H1118Media resource 15 days 27,259 7.3 Since 2020 An internet media agency located
in Shenzhen, China.
Douyin, Tencent,
Kuaishou
Suppliers A /H1118Media resource 30 to 60 days 23,322 6.2 Since 2019 A Chinese cloud-based business
and marketing solutions
provider headquartered in
Shanghai. It is listed on the
Stock Exchange with a market
capitalization exceeding
HKD8.0 billion.
Tencent, Rednote
Suppliers I /H1118Media resource 30 days 14,185 3.8 Since 2025 An internet media agency located
in Tianjin, China.
Baidu, 360,
NetEase
Suppliers J /H1118Media resource 15 to 60 days 11,857 3.2 Since 2021 An innovative digital technology
group located in Shanghai,
China, operating across
different fields and media.
Douyin,
Qutoutiao,
Kuaishou,
Alipay, UC
Suppliers E /H1118Media resource 60 days 10,929 2.9 Since 2022 An internet media agency located
in Jiangxi Province, China.
Douyin, Tencent
87,552 23.4
Y ear Ended December 31, 2024
Suppliers
Major
products/services
purchased by us Credit terms
Amount of
purchases
%o f
our total
purchases
Length of
business
relationship
with us Background
Collaborative
media platforms
(RMB’000) (%)
Supplier A /H1118Media resource 30 to 60 days 36,434 11.3 Since 2019 A Chinese cloud-based business
and marketing solutions
provider headquartered in
Shanghai. It is listed on the
Stock Exchange with a market
capitalization exceeding
HKD8.0 billion.
Tencent,
Kuaishou,
Alipay
Supplier B /H1118Media resource 60 days 18,180 5.6 Since 2024 An internet media agency located
in Beijing, China.
Douyin, Tencent,
Kuaishou,
Qutoutiao,
Baidu
Supplier C /H1118Media resource 90 days 15,650 4.8 Since 2022 An internet media agency located
in Shanghai, China.
iQiyi, Y ouku,
Tencent, Mango
TV
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Suppliers
Major
products/services
purchased by us Credit terms
Amount of
purchases
%o f
our total
purchases
Length of
business
relationship
with us Background
Collaborative
media platforms
(RMB’000) (%)
Supplier D /H1118Media resource 90 days 15,644 4.8 Since 2022 An internet media agency located
in Beijing, China.
Providing Over-
The-Top
(“OTT”) big
screen
manufacturers’
traffic,
including
Skyworth,
Konka,
Hisense, Philips
Supplier E /H1118/H1118Media resource 60 days 14,363 4.4 Since 2022 An internet media agency located
in Jiangxi Province, China.
Douyin, Tencent
100,271 30.9
Y ear Ended December 31, 2023
Suppliers
Major
products/services
purchased by us Credit terms
Amount of
purchases
%o f
our total
purchases
Length of
business
relationship
with us Background
Collaborative
media platforms
(RMB’000) (%)
Supplier F /H1118/H1118Media resource 60 days 29,214 8.6 Since 2021 An internet media agency located
in Beijing, China.
Douyin, Tencent,
Kuaishou
Supplier C /H1118Media resource 90 days 20,416 6.0 Since 2022 An internet media agency located
in Shanghai, China.
iQiyi, Y ouku,
Tencent, Mango
TV
Supplier A /H1118Media resource 30 to 60 days 19,065 5.6 Since 2019 A Chinese cloud-based business
and marketing solutions
provider headquartered in
Shanghai. It is listed on the
Stock Exchange with a market
capitalization exceeding
HKD8.0 billion.
Douyin, Tencent,
Kuaishou
Supplier G /H1118Media resource 60 days 14,948 4.4 Since 2021 An internet media agency located
in Tianjin, China.
Douyin, Tencent,
Kuaishou
Supplier H /H1118Media resource 60 days 14,933 4.4 Since 2020 An internet media agency located
in Shenzhen, China.
Douyin, Tencent,
Kuaishou,
iQIYI
98,576 28.9
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All of our five largest suppliers in each year during the Track Record Period were Independent
Third Parties. As of the Latest Practicable Date, none of our Directors, their associates or any of
our Shareholders, who or which to the knowledge of our Directors, owned more than 5% of our
issued share capital, had any interest in any of our five largest suppliers in each year during the
Track Record Period.
OVERLAPPING CUSTOMERS AND SUPPLIERS
During the Track Record Period, some of our major customers also served as our suppliers,
primarily due to the nature of our business. For example, (i) we purchase media resources from
certain media resellers that may also engage us to provide cross-platform intelligent advertising
services to their clients; (ii) we acquire advertising resources from internet companies that may, in
turn, become our customers when promoting their own products; and (iii) we procure server hosting
and bandwidth from technology providers that may also adopt our intelligent data management
business to support their internal digital transformation. According to Frost & Sullivan, it is an
industry norm to have overlapping customer-supplier relationships in decision-making AI
application market for marketing and sales. During the Track Record Period, we had three
overlapping customer-suppliers who were one of our five largest customers and also served as our
suppliers (the “ overlapping customer-suppliers ”).
The following table sets forth the details of such overlapping customer-suppliers during each
year of the Track Record Period, for the years indicated:
Customer/Supplier Y ear Revenue
%o f
total
revenue Nature of revenue Purchase
%o f
total
purchase Nature of purchase
(RMB’000) (%) (RMB’000) (%)
Customer A 2025 98,661 17.1 Provision of intelligent
advertising services
–– –
2024 95,727 17.8 Provision of intelligent
advertising services
–– –
2023 85,707 14.0 Provision of intelligent
advertising services
and intelligent data
management
7,406 2.2 Procurement of media
resources
Customer B 2025 78,904 13.7 Provision of intelligent
advertising services
5,899 1.6 Procurement of media
resources,
technology services,
and server hosting
and bandwidth
2024 89,537 16.6 Provision of intelligent
advertising services
5,067 1.6 Procurement of media
resources,
technology services,
and server hosting
and bandwidth
2023 77,748 12.7 Provision of intelligent
advertising services
and intelligent data
management
8,139 2.4 Procurement of media
resources and server
hosting and
bandwidth
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Customer/Supplier Y ear Revenue
%o f
total
revenue Nature of revenue Purchase
%o f
total
purchase Nature of purchase
(RMB’000) (%) (RMB’000) (%)
Customer G 2025 33,624 5.8 Provision of intelligent
advertising services
725 0.2 Procurement of media
resource
2024 10,622 2.0 Provision of intelligent
advertising services
283 0.1 Procurement of media
resource
2023 – – Provision of intelligent
advertising services
1,043 0.3 Procurement of media
resource
Negotiations regarding the terms of our sales to and purchases from the overlapping
customer-suppliers were conducted on a transaction-by-transaction basis. Our sales to and
purchases from such overlapping customer-suppliers were not interrelated or conditional upon each
other. Our Directors have confirmed that all transactions with such overlapping customer-suppliers
were (i) entered into after taking into account the prevailing purchase and selling prices at the
relevant times, (ii) conducted in the ordinary course of business under normal commercial terms and
on arm’s length basis, (iii) at fair market prices, and (iv) the products/services we purchased from
such overlapping customer-suppliers were different from the products/services we sold to them. As
of the Latest Practicable Date, none of our Directors, their close associates, or any Shareholders
who owned more than 5% of the issued share capital of our Company, had any interest in our
overlapping customer-suppliers.
To the best knowledge of our Directors, and except as disclosed in this subsection, our Group
did not have any other overlapping relationships among our other major customers and major
suppliers during the Track Record Period and up to the Latest Practicable Date.
SALES AND MARKETING
We have made significant efforts to continuously improve user satisfaction as we believe it
can generate positive word-of-mouth referrals and enhance the monetization of our AI application
products. In pursuit of this goal, we focus on enhancing our brand recognition, promoting both new
and existing products and services, strengthening our relationships with business partners, and
improving customer stickiness to our platforms. As of December 31, 2025, our sales and marketing
team comprised 47 employees with years of industry experience. They are based in key regions with
strong and growing demand for AI application products, including Beijing, Shanghai, Shenzhen,
Guangzhou, Hong Kong, Seattle and London. They mainly focus on brand promotion and
high-touch engagement with potential customers, conducting targeted consultations, product
demonstrations, and relationship-building activities locally.
Our sales and marketing efforts primarily include approaching new customers, encouraging
existing customers to conduct customer referral and exploring untapped business opportunities.
Specifically, we promote our brand and acquire customers through a combination of online and
offline channels. Online, we enhance our visibility through our official website and public WeChat
account, while offline, we actively participate in industry conferences, sponsor marketing events,
and conduct direct customer visits to build relationships and drive business development.
In 2023, 2024 and 2025, our selling expenses were RMB46.4 million, RMB47.7 million and
RMB45.7 million, respectively, accounting for 7.6%, 8.9% and 7.9%, respectively, of our total
revenue for the same years.
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PRICING
Pricing Models for Intelligent Advertising Services
We primarily charge our customers for intelligent advertising services under two pricing
models.
The primary model is a performance-based pricing model, under which fees are calculated
based on the actual volume of ad delivery multiplied by a pre-agreed unit price. This model
accounted for the vast majority of our revenue from intelligent advertising services during the Track
Record Period. Unit prices are generally determined based on industry-standard metrics such as
CPM, CPC, or hybrid models such as CPM/CPC/CPA plus KPI benchmarks. Final pricing is
negotiated between both parties with reference to market conditions, the customer’s budget
objectives, and the complexity of service requirements. Commonly adopted KPIs include:
 Target Audience Reach (TA%) — the proportion of impressions delivered to the defined
target audience;
 Cost Per Unique Visitor (CPUV) — the cost incurred by the customer to acquire a single
unique end-user; and
 Cost Per Install (CPI) — the cost paid for each completed app installation by end users.
In determining the actual volume of ad delivery, we establish three types of data validation
mechanisms with customers, as stipulated in our contracts: (i) using the customer’s own system
data; (ii) using data provided by third-party monitoring institutions; or (iii) using data from our
proprietary intelligent delivery platform. All data is transmitted in real time via software
development kits embedded in the customer’s products.
For campaigns settled using the customer’s own data, we receive unique tracking links that
enable us to access and record ad delivery data in real time. This facilitates ongoing campaign
optimization and enables both parties to promptly verify delivery volume and performance results.
In the event of discrepancies, the underlying causes can be quickly identified and resolved.
Final settlement is based on the data generated by the customer’s internal tracking systems.
For campaigns using third-party monitoring, we integrate our platform with the respective
third-party platforms to ensure that all delivery data is independently and accurately tracked via
authorized tracking links. These third-party institutions issue regular monitoring reports to confirm
campaign progress and delivery performance. In cases where our proprietary data platform is used
for campaign tracking and performance verification, customers are granted real-time access to the
platform’s backend dashboard to monitor delivery performance directly. During the Track Record
Period, we did not experience any material disputes with customers arising from discrepancies in
campaign data across these verification mechanisms.
We also adopt a service commission model, which applies to campaigns where the customer
directly purchases media resources from medial platforms or resellers. Under this model, we charge
a service fee for using AlphaDesk, based on a percentage of the total media spend, with the exact
rate subject to negotiation based on prevailing market rates, scope of services provided, and the
depth of cooperation.
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Pricing Models for Intelligent Data Management
We offer intelligent data management through a diversified pricing model designed to address
varying customer needs across platform deployment, localized implementation, and ongoing
operations. Our revenue streams under intelligent data management primarily include:
 Standardized Platform Licensing Fees: We charge platform fees for standardized
AlphaData products and modules.
 Localized Implementation and Deployment Fees: In addition to standardized offerings,
we provide customized development services based on AlphaData’s proprietary software
and system products to meet customers’ specific business requirements. System
development and deployment fees are determined according to the scope and complexity
of the customization work and are charged in accordance with the payment terms
stipulated in the relevant agreements.
 Platform Upgrades and Maintenance Fees: To ensure the long-term, stable, and reliable
operation of AlphaData for our customers, we provide operation and maintenance
services, including platform monitoring, troubleshooting, and updates. We also offer
data management, data analytics, and strategy optimization services to help customers
achieve their intended business objectives through ongoing data operations. Platform
Upgrades and maintenance fees are typically calculated based on staffing levels,
personnel seniority, and service duration, and are charged in accordance with the terms
agreed with the customer.
Rebate Mechanisms
We maintain incentive-based rebate mechanisms with both customers and media resources
suppliers. According to Frost & Sullivan, such rebate mechanisms are commonly adopted in the
decision-making AI application market for marketing and sales in China to incentivize advertising
spending and enhance collaboration among market participants. Rebates are primarily structured as
commercial discounts, settled through accounts receivable or payable offsets or bank transfers, and
recognized as reductions to revenue or cost of sales in accordance with applicable accounting
standards.
We grant rebates to customers primarily to incentivize advertising spending and strengthen
long-term cooperation. These rebates are typically provided in the form of cash rebates and are
determined through commercial negotiation, taking into account a combination of factors, including
the customer’s annual advertising spend with us, the type and profile of the customer, expected
future business potential, and applicable rebate policies offered by media platforms. Rebates to
customers are generally calculated as a percentage of the customer’s total advertising spend over
a specified period and are typically settled on an annual basis.
We receive rebates from media platforms or their authorized resellers primarily to incentivize
higher procurement volumes and improve payment efficiency. Such rebates are generally provided
in the form of cash rebates or credits and are determined through negotiation based on factors
including our total annual procurement volume, historical spending levels, payment timing, and
other performance-related indicators agreed with the relevant suppliers. These rebates are generally
calculated as a percentage of our total procurement amount over a specified period and are typically
settled on an annual basis.
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The rebate rates applicable to both customers and suppliers vary depending on the specific
commercial arrangements and the factors described above, and are generally consistent with
industry practice. During the Track Record Period and up to the Latest Practicable Date, we did not
experience any unfavorable changes to rebate policies with both customers and media resources
suppliers which would have a material adverse impact on our business operation and financial
conditions.
SEASONALITY
Our revenue exhibits certain seasonal fluctuation characteristics. For our intelligent
advertising services, revenue is primarily influenced by the promotional schedules of brand owners
and e-commerce platforms. Internet advertisers typically align their advertising budget execution
with their respective sales cycles, resulting in higher advertising spending during peak sales
seasons. In general, advertising demand tends to be stronger in the second half of the year,
particularly during major promotional periods such as the “Double 11” and year-end campaigns,
leading to relatively higher revenue contributions during the second half as compared to the first
half.
For our intelligent data management business, revenue recognition is closely tied to project
implementation schedules and customer-side demand. Given the nature of enterprise-level digital
transformation projects, many of our contracts are implemented, delivered and accepted in the
second half of the year, especially in the fourth quarter. This is due to both internal budgeting cycles
of customers and year-end IT deployment plans. As a result, the performance of this business line
also tends to be stronger in the second half of the year.
Taken together, these factors contribute to an overall seasonal pattern in our financial
performance, with revenue generally higher in the second half of each fiscal year. We expect our
revenue to continue to fluctuate based on the seasonal factor that affects the decision-making AI
application market as a whole. See “Risk Factors — Risks Relating to Our Business and Industry
— Our results of operations are subject to seasonal fluctuations.”
DATA PRIV ACY AND PROTECTION
In the course of providing our intelligent advertising services, we do not directly collect
end-user data. However, internet media platforms may share with us certain data required for
campaign execution, such as encrypted advertising identifiers, end-user IP addresses, device-related
information, and advertising placement data. Prior to transmitting such data to our platforms, the
relevant media platforms are responsible for obtaining end-user consent for data collection and
third-party sharing through their respective privacy policies or end-user authorization mechanisms.
While we do not directly collect end-user data, we may process limited categories of end
users’ information transmitted by cooperating media platforms in the course of providing our
services. Such information primarily includes advertising identifiers and advertising interaction
data, such as advertisement impressions and click records. For example, in a typical programmatic
advertising process, a cooperating media platform collects user interaction data within its platform
and transmits encrypted advertising identifiers together with related advertising performance data
(such as click data) to us for statistical analysis and evaluation of advertising effectiveness. During
the Track Record Period, all end-user data received by us was stored within our Group at internet
data centers located in the PRC. Such data is retained on a rolling basis for a period of seven days.
We did not conduct any cross-border transmission of such data in the course of our business
operations.
The data we receive from internet media platforms does not contain any personally
identifiable information of the end users, such as end users’ names, genders, ages, identification
numbers or other identity-related information, which implies that we are unable to identify any
specific natural person solely based on the data from internet media platforms without combining
it with other information. The relevant data is encrypted, which renders it effectively de-identified.
Throughout our operations, we only process de-identified, non-attributable advertising identifier
information solely for the purposes of ad delivery and campaign optimization. We have never used
such data for any unrelated or unauthorized purpose during the Track Record Period.
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In providing our intelligent data management, we act exclusively as a software solution
provider, offering data analysis and processing capabilities through our proprietary platforms. The
data processed via our platform is owned by the respective customers, who are solely responsible
for securing the necessary legal rights, consents, or authorizations for the collection, use, and
transmission of such data. We do not claim ownership of, or make independent use of, any
customer-owned data. Our role is limited to delivering technical functionality and analytical tools
in accordance with the data lawfully authorized by our customers.
To ensure compliance with applicable data protection laws and industry standard practices, we
have established an information security leading group, which is responsible for the security
construction and secure operation of our information systems. In addition, we have implemented a
comprehensive internal governance framework to safeguard data security.
Our internal data security framework includes: (i) access control policies ensuring that only
authorized personnel can access sensitive data; (ii) regular audits and evaluation of the information
system to detect and prevent unauthorized system visits; (iii) encryption protocols for both data
storage and transmission; (iv) employee training programs focused on data security awareness and
operational best practices; and (v) network and information incident response mechanisms to
promptly address potential data-related risks. These measures collectively promote the secure,
compliant, and controlled processing of data, in alignment with prevailing regulatory standards.
During the Track Record Period and up to the Latest Practicable Date, we did not encounter
any material breach of our security measures and data breach or loss, nor were we subject to any
unauthorized use, material fines or administrative penalties imposed by PRC regulatory authorities
for violations of data protection laws.
Based on the foregoing, the legal counsel we engaged in relation to the data compliance
matters was of the view that we were in compliance with all applicable PRC laws and regulations
governing cybersecurity, data protection and privacy in all material aspects during the Track Record
Period and up to the Latest Practicable Date.
COMPETITION
According to Frost & Sullivan, China’s decision-making AI application market for marketing
and sales is highly competitive, rapidly evolving, and remains fragmented, with a large number of
market participants competing across different segments and for varying market shares. Our current
and potential competitors include intelligent advertising placement service providers, enterprise
data management service providers, and new entrants seeking to enter this fast-growing market.
This market presents notable barriers to entry, including the need for continuous adoption of
emerging technologies such as AI agents, deep industry knowledge to align with sector-specific
needs, strong product capabilities built through years of R&D and data accumulation, and an
established customer base that enables ongoing algorithm optimization and commercial scalability.
Key players in China’s decision-making AI application market for marketing and sales face
challenges in capturing market opportunities due to fast-evolving technologies, fragmented
customer demands, and intensifying competition. The ability to rapidly commercialize AI
innovations, tailor solutions to industry-specific needs, and scale across diverse customer scenarios
is critical. Key competitive factors in this landscape include technological innovation and R&D
capabilities, deep industry expertise, strong brand recognition, and superior customer base. In
response, we adopt a product-driven and customer-centric strategy, underpinned by continuous
R&D investment, proprietary algorithm development, and integration of AI technologies with
real-world business workflows. We distinguish ourselves through technological advancement,
product and service quality, synergies across our product portfolio, and industry knowledge.
According to Frost & Sullivan, we ranked first in China’s decision-making AI application market
for marketing and sales in 2024, capturing a market share of 2.6% by revenue.
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A W ARDS AND RECOGNITIONS
We have gained widespread recognition for our quality services. The following table sets forth
recent major awards and recognitions received by our Group.
Y ear
Entity/Person
receiving
award/recognition Award/Recognition
Award/Recognition issuing
authority
2025 /H1118/H1118Our Company Best Practice Applications of AI
Agents in China 2025 & Top
10 Chinese AI Agents with the
Greatest Global Growth
Potential (2025 ϋʕ਷౽ঐ᜗ϋ
௰ԳྼስᏐ͜࿮ఊձ௰ՈΌଢ
ʕ਷Agent Top 10)
Frost & Sullivan and
LeadLeo
2025 /H1118/H1118Our Company Certificate of capability
assessment and evaluation for
internet advertising demand-
side platform ( ʝᑌၣᄿѓცӋ
ࣣ)
China Advertising
Association
2025 /H1118/H1118Our Company Selected into CAICT’s
High-Quality Digital
Transformation Technology
Solutions Collection (2nd Half
of 2024) (ஷ৫৷ሯඎ
ණ
(2024ܓ))
China Academy of
Information and
Communications
Technology (CAICT)
2025 /H1118/H1118Our Company Selected into CAICT’s Panoramic
Map of
High-Quality Digital
Transformation Products and
Services (2024) (ஷ৫
ਕ
Ό౻ྡ(2024) )
CAICT
2024 /H1118/H1118Our Company Selected into the China Digital
Marketing Ecosystem Map
(2024 Edition) ( ɝ፯ʕ਷ᅰ
οᐄቖ͛࿒ྡ(2024و))
Digital Marketing
Committee of China
Advertising Association
of Commerce
2024 /H1118/H1118Our Company Ecological Partner of Beijing
Daxing Data Compliance Port
(̏ԯɽጳᅰኽΥ஝ಥ͛࿒ΥЪ
ྫМ)
Digital Economy Expert
Committee
2023 /H1118/H1118Our Company National-level Specialized,
Refined, Characteristic, and
Innovative “Little Giant”
Enterprise (ॴਖ਼ၚतอ“ʃ
̶ɛ”Άุ)
Ministry of Industry and
Information Technology
2022 /H1118/H1118Our Company Beijing Municipal Specialized,
Refined, Characteristic, and
Innovative “Little Giant”
Enterprise ( ̏ԯ̹ਖ਼ၚतอ“ʃ
̶ɛ”Άุ)
Beijing Municipal Bureau
of Economy and
Information Technology
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EMPLOYEES
As of December 31, 2025, we had 312 employees, among which 304 were in the PRC and
eight were base in our overseas offices. The following table sets forth a breakdown of our
employees by function as of the same date.
Function
Number of
employees
% of total
employees
R&D /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/H111899 31.7%
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/H1118/H111847 15.1%
Product operation/implementation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118125 40.1%
Administration and others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841 13.1%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118312 100.0%
We recruit employees primarily through campus recruitment, online recruitment, internal
referrals, and collaborations with hunting firms or agents. Our employees typically sign standard
labor contracts with us. All employees have also signed confidentiality agreements. Employees of
key operational positions are bound by non-compete agreements during their employment and for
a period of up to two years afterward.
To maintain and enhance the knowledge and skill levels of our workforce, we provide our
employees with internal trainings, including orientation programs for new employees and
on-the-job training, improvement training and management training for existing employees. We also
arrange post-training assessments to ensure the effectiveness of our internal training sessions.
Remuneration packages for our employees mainly comprise base salary and performance-
based bonus. Performance targets of our employees are set primarily based on their position and
department, and performance of our employees are reviewed periodically. Results of such reviews
are later used in salary determinations, bonus awards and promotion appraisals.
In compliance with PRC laws and regulations, we participate in employee social security
schemes organized by municipal and provincial governments. We are obligated to contribute to
social security schemes based on specified percentages of salaries, bonuses, and certain allowances,
up to the maximum amounts set by local government authorities.
During the Track Record Period, we failed to make full social insurance and housing provident
fund contributions for our employees, and engaged third party agencies to pay such insurance and
fund contributions for certain of our employees. See “Business — Compliance and Legal
Proceedings — Compliance — Other Non-Compliance Incidents — Social Insurance and Housing
Provident Funds.”
Currently, none of our employees are represented by labor unions. We believe we have
maintained good relationships with our employees. During the Track Record Period and up to the
Latest Practicable Date, we had not experienced any strikes or labor disputes with our employees
which have had or are likely to have a material effect on our business.
LICENSES, PERMITS AND CERTIFICATES
During the Track Record Period and up to the Latest Practicable Date, as advised by our PRC
Legal Advisors, we obtained all material licenses and permits required for our business operations
in the PRC, such as business licenses of our PRC subsidiaries, and such business licenses remained
in full effect. To the best of our Directors’ knowledge, we 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. We are not required to obtain any
other material licenses or permits in conducting our business operations in China.
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INSURANCE
We maintain insurance policies that we consider to be in line with market practice and
adequate for our business. We currently do not maintain additional insurance policies such as
business interruption insurance, product liability insurance, key man life insurance, or insurance
coverage for damages to our platform, information technology systems, or properties. During the
Track Record Period, we did not submit any material insurance claims, nor did we experience any
material difficulties in renewing our insurance policies.
Our Directors consider that our existing insurance coverage is in line with industry norm and
is sufficient for our present operations. However, the risks related to our business and operations
may not be fully covered by insurance. See “Risk Factors — Risks Relating to Our Business and
Industry — Our insurance coverage is limited and may not be sufficient to cover all of our potential
losses.”
PROPERTIES
As of the Latest Practicable Date, we did not own any properties. As of the same date, we
leased four properties in the PRC with an aggregate GFA of 3,069.09 sq.m. Our leased properties
are primarily used as offices.
Pursuant to applicable PRC laws and regulations, property lease contracts are required to be
registered with the local branch of the Ministry of Housing and Urban Development of the PRC.
As of the Latest Practicable Date, we had not filed some of our lease agreements for the properties
we leased with the local housing administration authorities as required under PRC laws and
regulations. See “— Compliance and Legal Proceedings — Compliance — Other Non-Compliance
Incidents — Non-Registration of Lease Agreements.”
According to section 6(2) of the Companies (Exemption of Companies and Prospectuses from
Compliance with Provisions) Notice, this prospectus is exempted from compliance with the
requirements of section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance in relation to paragraph 34(2) of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance which requires a valuation report with respect to all our
interests in land or buildings, for the reason that, as of December 31, 2025, none of our properties
has a carrying amount of 15% or more of our consolidated total assets.
COMPLIANCE AND LEGAL PROCEEDINGS
Compliance
During the Track Record Period and up to the Latest Practicable Date, we were not imposed
any material administrative penalties by PRC government authorities, nor were we involved in any
non-compliance incidents that are systemic or have a material adverse effect on our business,
financial condition or results of operations.
Other Non-Compliance Incidents
 Non-Registration of Lease Agreements
During the Track Record Period and up to the Latest Practicable Date, we faced legal defects
regarding some of our leased properties. As of the Latest Practicable Date, we had not filed two of
our lease agreements for the properties we leased with the local branch of the Ministry of Housing
and Urban Development of the PRC as required under PRC laws and regulations. Properties under
these non-registered lease agreements are used as our offices. As advised by our PRC Legal
Advisors, failure to register such lease agreements with the relevant PRC governmental authorities
does not affect the validity and enforceability of the relevant lease agreements, but the relevant PRC
governmental authorities may order us or the lessors to, within a prescribed time limit, register the
lease agreements. Failure to do so within the time limit may subject us to a fine ranging from
RMB1,000 to RMB10,000 for each non-registered lease. As such, we estimate that the maximum
penalty we may be subject to for those unregistered lease agreements will be approximately
RMB20,000.
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 Social Insurance and Housing Provident Funds
According to relevant PRC laws and regulations, we are required to make contributions to the
social insurance fund and housing provident fund for the benefit of our employees in China. During
the Track Record Period, we engaged third-party agencies to make social insurance and housing
provident fund contributions for certain employees, as we had not yet completed the establishment
procedures for our subsidiaries in the relevant regions. In 2023, 2024 and 2025, the number of
employees covered by third-party agencies was 74, 58 and 45, respectively, with corresponding
contribution amounts of approximately RMB1.5 million, RMB1.3 million and RMB0.6 million.
Pursuant to the PRC laws and regulations, we may be ordered to pay social insurance premium and
housing provident fund contributions for our employees under our own accounts instead of making
payments under third-party accounts. During the Track Record Period and up to the Latest
Practicable Date, we had not received any rectification notice from or been imposed any
administrative penalty by the relevant governmental authorities in connection with such
arrangements. As of the Latest Practicable Date, we had ceased these third party arrangements in
the relevant regions.
During the Track Record Period and up to the Latest Practicable Date, we failed to make full
social insurance and housing provident fund contributions for our employees as required by the
relevant PRC laws and regulations. We estimate that during the Track Record Period, the shortfall
of our contributions to our employees’ social insurance and housing provident fund was RMB10.8
million, RMB11.0 million and RMB10.5 million in 2023, 2024 and 2025, respectively.
In respect of the legal consequences and the potential penalties for the failure to make full
contributions to social insurance and housing provident fund, under PRC laws and regulations, the
relevant competent authorities may (i) order us to pay the outstanding social insurance contributions
within a certain period of time and impose an overdue fee amounting to 0.05% of the outstanding
amount per day, failing to comply with which the relevant competent authorities may further impose
a fine amounting to no less than one time but less than three times the outstanding amount; and (ii)
order us to pay the outstanding housing provident fund contributions within a certain period of time.
Failure to comply with which the relevant competent authorities may apply for people’s court for
enforcement.
In addition, according to the Supreme People’ s Court’ s Interpretation (II) on Several Issues
Concerning the Application of Law in Labor Dispute Cases (ࣩ
༆ᙑ(ɚ)) (the “ New Judicial Interpretation ”), which took effect on
September 1, 2025, if an employer and an employee agree or the employee undertakes that no social
insurance contributions are to be paid, the people’s court shall determine that such agreement or
undertaking is invalid. If an employer fails to pay social insurance contributions in accordance with
the applicable laws, and the employee requests to terminate the labor contract and demands
economic compensation from the employer in accordance with the Labor Contract Law of the PRC,
the people’s court shall support such request.
During the Track Record Period and up to the Latest Practicable Date, we had not been
imposed any administrative penalties for non-compliance concerning social insurance and housing
provident fund contributions in accordance with the relevant PRC laws and regulations. Based on
(i) the applicable PRC laws and regulations as mentioned above; (ii) interviews conducted with the
competent authorities overseeing social insurance and housing provident fund matters for our
Company located in Chaoyang District, Beijing, which confirmed that they are fully aware of the
non-compliance and that no penalties will be imposed on us; and (iii) the New Judicial
Interpretation does not expand the scope of penalties, nor does it repeal the relevant provisions of
the current laws and regulations. As of the Latest Practicable Date, we did not have any relevant
undertakings with our employees regarding the non-payment of social insurance contributions, our
PRC Legal Advisors are of the view that the risk of being imposed any material administrative
penalties by the relevant government authorities for our non-compliance concerning social
insurance and housing provident fund contributions is remote.
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As such, our Directors believe and the Sole Sponsor concurs that the shortfall would not have
a material and adverse effect on our business operations and financial performance, and we have not
made provision in relation to such shortfall. We will rectify the non-compliance in relation to social
insurance and housing provident fund contributions in accordance with the requirements of the
relevant regulatory authorities no later than December 31, 2026.
Legal Proceedings
We may, from time to time, be subject to legal proceedings, disputes and claims that arise in
the ordinary course of business. During the Track Record Period and up to the Latest Practicable
Date, we were not a party to any ongoing material litigation, arbitration, administrative proceedings
or regulatory actions, and we were not aware of any claims or proceedings contemplated by
government authorities or third parties which would materially and adversely affect our business.
Our Directors are not involved in any actual or threatened material claims or litigation.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”)
We are committed to environmental protection, promoting corporate social responsibility, and
adhering to best corporate governance practices for sustainable development. 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.
Identification, Assessment and Mitigation of our ESG risks
Although we are not engaged in the manufacturing of physical products and currently do not
have, nor do we anticipate incurring, any material liabilities relating to health, workplace safety, or
environmental matters that would have a material adverse effect on our business or operating
results, we are committed to conducting regular internal assessments and reporting throughout our
years of operation to proactively identify and evaluate a range of ESG-related risks, opportunities,
and potential impacts. The following table outlines the material ESG issues, their potential risks and
opportunities, and the mitigating actions we plan to adopt:
Material ESG issues
Potential risks, opportunities
and impacts
Mitigating actions
(adopted/to be adopted)
Impact of climate
change /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Regulators may demand greater
disclosure on emissions and
tighten environmental
regulations. These transitional
risks necessitate a shift
towards a sustainable business
model and may result in
impacts such as increased
operational costs due to
changes in operational
practices.
 Monitoring the changes in
ESG-related regulatory
requirements and market trend
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Material ESG issues
Potential risks, opportunities
and impacts
Mitigating actions
(adopted/to be adopted)
Resources and energy
management /H1118/H1118/H1118/H1118/H1118/H1118
Ineffective management of
resources and energy can
potentially result in excessive
energy consumption, leading to
increased operational costs.
 Promoting energy conservation
and environmentally friendly
procurement practices
 Reviewing and accounting for
greenhouse gas emissions and
resource consumptions
 Performing overall waste
management in the offices
Human capital
development /H1118/H1118/H1118/H1118/H1118/H1118
Insufficient resources dedicated
to the development of human
capital, such as a lack of
training and promotion
opportunities, may pose a risk
of higher turnover rates and a
less competent workforce for
our Group in the medium and
long term. However, by
focusing on robust human
capital development and
offering competitive
remuneration packages, we can
enhance employee retention
and foster greater dedication.
Providing employees with
competitive social benefits and
career development
opportunities
ESG Related Metric and Targets
We are committed to minimizing indirect environmental impacts arising from our activities.
To this end, we employ ESG KPIs to gauge our ESG endeavors, ensuring adherence to our
sustainability objectives and implementing corrective measures as needed.
Given the characteristics of our business operations, the Board identifies electricity and water
consumption as critical KPIs for assessing our ESG performance. To align with our commitment to
environmental stewardship, we have established specific ESG-related targets. These measures
underline our dedication to sustainability and responsible corporate conduct, reflecting our effort to
balance operational efficiency with environmental preservation. Taking 2024 as the baseline year,
we target to reduce the average electricity and water consumptions by 3% to 15% over the next three
years.
Environmental Protection
We recognize the potential environmental impacts of our operations, although our activities do
not cause significant environmental pollution. We have evaluated our environmental performance,
focusing on greenhouse gas emissions and resource consumption, which quantitatively reflects our
Group’s effective management of environmental and social-related risks.
Greenhouse Gas Emissions
Greenhouse gases generally include carbon dioxide, methane, nitrous oxide,
hydrofluorocarbons, perfluorocarbons and sulphur hexafluoride. The greenhouse gas emissions are
categorized into (i) Scope 1, direct greenhouse gas emissions mainly generated from fuel
consumption; (ii) Scope 2, electricity indirect greenhouse gas emissions mainly generated from
energy indirect consumption; and (iii) Scope 3, other indirect greenhouse gas emissions mainly
generated from water consumption, wastewater discharge, waste disposal and paper consumption
during business travel, employee commuting, transportation of products by suppliers and other
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activities, according to the Greenhouse Gas Protocol. No Scope 1 and Scope 3 greenhouse gas
emissions are generated during our daily operations. Our greenhouse gas emissions are principally
Scope 2 greenhouse gas emissions, which are caused by power consumption to support our daily
operations. Our Scope 2 greenhouse gas emissions amounted to 46.5 tons CO
2 equivalent, 43.9 tons
CO2 equivalent and 45.1 tons CO 2 equivalent in 2023, 2024 and 2025, respectively. The decrease
in our Scope 2 greenhouse gas emissions in 2024 reflects the effectiveness of our office
energy-saving measures.
We are committed to reducing or maintaining our total greenhouse gas emission intensity level
in the next three years. We use video conferencing or virtual meetings to avoid unnecessary business
travel. When travel is essential, we opt for direct, non-stop flights to reduce emissions from
multiple flights. We also promote environmental awareness among our staff, encouraging them to
embrace a low-carbon lifestyle by using public transport and carpooling.
Resource Consumption
Our operations are primarily office-based, with electricity, water and paper being the main
resources consumed. We are committed to minimizing our resource usage through various
initiatives:
 Electricity Consumption: We require our employees to turn off electrical equipment
when not in use, particularly during breaks and public holidays. In addition, we plan to
replace traditional lighting with energy-efficient LED bulbs and install motion sensors
to automatically switch off lights when not needed, thereby promoting efficient energy
management. We have also implemented strategies to power down certain office
equipment and to set automatic shutdown functions for specific systems and devices.
 Water Usage: We are committed to fostering a culture of water conservation within the
Group, with a particular focus on reducing overall water consumption. We regularly
monitor the condition of water dispenser filtration systems, and carry out timely
maintenance and replacement when necessary.
 Paper Consumption: We actively promote paperless operations by utilizing digital
collaboration tools, such as cloud documentation and e-signatures, for internal
workflows and customer interactions. Where printing is necessary, we enforce double-
sided printing defaults across all devices and centralize high-volume printing tasks to
reduce waste. Recycled-content paper is prioritized for all office supplies.
The following sets out the total electricity consumption of our headquarters in Beijing during
the Track Record Period:
Y ear ended December 31,
2023 2024 2025
Total electricity consumption (kWh) /H1118/H1118/H1118/H1118110,636 104,562 107,325
Intensity of electricity consumption
(kWh/thousand RMB revenue) (%) /H1118/H1118/H1118 18.1 19.4 18.6
We target an annual electricity reduction of approximately 9,000 kWh in the coming year,
representing approximately 8.0% of our historical consumption baseline during the Track Record
Period, through infrastructure efficiency initiatives. The calculation methodology follows industry-
standard parameters. This goal, derived from our lighting retrofit program, demonstrates our
commitment to improving energy efficiency in line with operational growth. Achieving this target
will also reduce carbon emissions by approximately 5.0 tons CO
2 equivalent per year, supporting
national carbon neutrality efforts.
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During the Track Record Period, our water consumption remained at a minimal level, resulting
in correspondingly low water utility expenses. Furthermore, our headquarters in Beijing consumed
a total of 110,801, 151,836 and 123,644 sheets of printing paper in 2023 and 2024 and 2025,
respectively, equivalent to approximately 7.8 tons, 10.6 tons and 8.7 tons in each respective period.
We will set targets for each material KPI at the beginning of each financial year in accordance
with the disclosure requirements of Appendix 27 to the Listing Rules and other relevant rules and
regulations upon the Listing. Relevant targets on material KPIs will be reviewed on an annual basis
to ensure that they remain appropriate to the needs of our Group. In setting targets for the KPIs, we
had taken into account their respective historical levels during the Track Record Period and
considered our future business expansion in a thorough and prudent manner with a view of
balancing business growth and environmental protection to achieve sustainable development.
During the Track Record Period and up to the Latest Practicable Date, we had not been subject
to any material fines or other penalties due to non-compliance with environment protection
regulations.
Employment Matters
Our company is deeply committed to fostering a diverse and inclusive workplace,
emphasizing equal opportunities across gender and age. By implementing policies that ensure
bias-free recruitment, gender pay equity, and age-inclusive practices, we strive to create an
environment where all employees, regardless of their gender or age, have equal access to
opportunities for growth, development, and advancement. We champion robust anti-discrimination
measures, including a zero-tolerance policy against any form of harassment. Our commitment to
gender and age diversity is not just stated but actively practiced and continuously improved upon.
Through these policies, we aim to cultivate a workplace culture that values and leverages the unique
perspectives and contributions of each employee, driving innovation and development in our
organization.
The following table sets out the total workforce by gender of our Group as of December 31,
2025:
Number of
employees Percentage
Female /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/H1118142 45.5%
Male /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/H1118170 54.5%
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/H1118312 100.0%
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The following table sets out the total workforce by age group of our Group as of December
31, 2025:
Number of
employees Percentage
Aged 30 or below /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/H1118115 36.9%
Aged 31 to 40 /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/H1118148 47.4%
Aged 41 to 50 /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/H111846 14.7%
Aged 51 or above /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/H11183 1.0%
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/H1118312 100.0%
Our Group diligently adheres to the relevant laws and regulations, including, but not limited
to, the Labor Law of the PRC and the Labor Contract Law of the PRC. In our effort to attract and
retain top talent, we offer employees attractive benefits and a competitive remuneration package
that considers both external market and internal salary benchmarks. Our compensation structure
undergoes an annual review against these benchmarks to ensure we continue to provide competitive
remuneration to our employees.
Occupational Safety
As we do not operate any production facilities and are not engaged in the delivery of physical
products, we are not subject to any material health or occupational safety risks. However, to
prioritize the occupational safety of our employees and maintain the smooth operation, we have
implemented rigorous contingency plans to address emergencies such as power outages, water
leakage, fires, earthquakes, and toxic substance pollution or leaks. Furthermore, we provide
comprehensive occupational safety education and training to our employees to enhance their
awareness and promote a safe working environment. Regular health assessments are also conducted
to monitor the overall well-being of our employees.
Moreover, we have established an internal system to record and manage work-related
accidents. We have designated responsible personnel to handle work accidents and injuries, as well
as maintain records of health and work safety compliance. 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 and safety regulations.
Social Responsibility
We believe that the most effective approach to corporate social responsibility is integrating
social responsibility into our business model. Since our establishment, we have consistently upheld
our commitment to corporate social responsibility by extending the benefits of our ecosystem to the
wider community. For instance, we actively support social inclusion by employing the disabled,
providing them with equal opportunities for career development. We prioritize employee welfare
and well-being by offering annual health check-ups, organizing birthday celebrations, and
distributing special gifts for occasions such as Mother’s Day. In addition, we have established
systematic training programs to support the continuous professional development of our employees,
helping them enhance their skills and advance their careers within our Group. In 2024, we entered
into a donation agreement with the CEIBS Education Foundation, under which we committed to
donate a total of RMB1.0 million to support educational development.
Ethical Advertising Governance and Social Impact
Under our intelligent advertising services, all advertising creatives (including text, images,
and videos) are designed and provided exclusively by our customers. We do not modify, add to, or
create any advertising content, thereby inherently limiting direct social impact risks associated with
creative control.
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However, we recognize our responsibility to mitigate systemic risks arising from third-party
content. This commitment drives our implementation of multilayered safeguards to uphold ethical
standards and protect end-users. We implement a compliance framework anchored in our
proprietary Advertisement Content Review Standards, which is aligned with the Advertising Law
of China:
 Pre-Campaign V erification: Advertisers are required to submit relevant credentials and
product certifications prior to campaign launch. Certain industries, such as those related
to violence, weapons, or counterfeit goods, are strictly prohibited from advertising on
our platform;
 Industry-Specific Gatekeeping: For certain restricted sectors, such as healthcare,
finance, gaming, multi-tiered documentation is required;
 Content Compliance review: Manual review of content for compliance, including check
against prohibited keywords and technical specifications; and
 Zero-Tolerance Enforcement: Immediate disqualification of the relevant customer upon
discovery of violations, such as promotion of illegal products or fraudulent activity.
Board Diversity
We have implemented a board diversity policy that outlines our objective and approach to
achieving and maintaining diversity within our Board. The purpose of this policy is to enhance the
effectiveness of our Board. As part of our commitment to promoting gender diversity at the Board
level, we appointed Ms. Huang Xiaonan as our Director, Ms. Tian Tian as our non-executive
Director, and Ms. Li Juan as our independent non-executive Directors. See “Directors, Supervisors
and Senior Management.”
In order to ensure compliance with applicable laws and regulations, our human resource
department periodically reviews and adjusts our human resources policies, in consultation with our
legal advisors, to accommodate any significant changes in relevant laws and regulations. During the
Track Record Period and up to the Latest Practicable Date, we complied with all PRC laws and
regulations with respect to health and occupational safety matters in all material respects.
Moving forward, our Board will assume responsibility for establishing, adopting, and
reviewing our ESG policies. It will also evaluate, determine, and address our ESG-related risks on
an annual basis. We are committed to implementing any necessary improvements to mitigate these
risks. In addition, we plan to regularly review our key ESG performance. Our management team
will actively participate in defining our ESG strategies and targets, as well as monitoring the
implementation of our ESG policies. Should the need arise, we may engage independent
professional third parties to assist us in making necessary improvements on ESG issues.
RISK MANAGEMENT AND INTERNAL CONTROL
Overview
We are exposed to various risks in our operations, including those related to our business,
industry, and market. For detailed information, please refer to the “Risk Factors” section in this
prospectus. Our risk management and internal control system and procedures are specifically
designed to address our unique business needs and minimize our exposure to risk. We have
implemented internal guidelines, policies, and procedures to monitor and mitigate the impact of
risks that are relevant to our business. These measures also help us maintain effective corporate
governance and ensure compliance with applicable laws and regulations.
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Our Board and senior management are responsible for identifying and analyzing risks
associated with our operations. They develop measures to mitigate these risks and assess and report
on their effectiveness. To assist the Board in providing an independent assessment of our financial
reporting process, internal control, and risk management system, we have established an audit
committee. The primary responsibilities of the audit committee include overseeing the audit
process, evaluating the effectiveness of our financial reporting, internal controls, and risk
management systems, and fulfilling other duties and responsibilities assigned by the Board. For the
professional qualifications and experiences of the members of our audit committee, see “Directors,
Supervisors and Senior Management — Board of Directors.”
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, and financial statements preparation 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.
Information System Risk Management
The maintenance, storage, and protection of our data and related information are crucial to our
success. To ensure the security and integrity of our data, we have implemented internal procedures
designed to prevent any unauthorized access, leakage, or loss. During the Track Record Period and
up to the Latest Practicable Date, we did not encounter any material interruption or failure of our
information technology infrastructure, nor did we experience any material information leakage or
loss of our data. See “— Data Privacy and Protection” in this section for more information about
our information security procedures and policies.
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.
Especially, we have established internal policies on sanctions and export controls to ensure
compliance with applicable relevant laws and regulations. The Board is responsible for overseeing
the overall compliance of our sanctions and export control matters. At the daily implementation
level, our legal department regularly tracks developments in relevant domestic and international
regulations, formulates and continuously updates lists of sanctioned countries, entities and
individuals based on such developments, and promptly disseminates these lists to all employees,
intending to enhance business personnel’s awareness of risk identification and prevention in daily
operations. Additionally, prior to entering new contracts, conducting procurement activities or
establishing partnerships, we perform risk-based sanctions screenings on counterparties and
continuously review and monitor changes in the sanctions status of these counterparties. If any
business department identifies potential sanctions or export control risks during operations, it will
immediately report such risks to the legal department, which then takes the lead in conducting
professional assessments and may engage external legal counsel specializing in international
sanctions to provide support when necessary.
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Corporate Governance Measures
Our Board has established our internal control and audit department to from time to time
review the implementation of our internal control and risk management measures. We have
established an audit committee with written terms of reference in compliance with the requirements
under the Listing Rules. The audit committee consists of three members, being Ms. Li Juan, Mr.
Xue Y ansong and Mr. Guo Bing, and is chaired by Ms. Li Juan, who is the independent
non-executive Director with the appropriate accounting and related financial management expertise.
The audit committee has also adopted its terms of reference to set forth its duties and obligations
including, among others, (i) making recommendations to our Board on the appointment,
reappointment and removal of external auditor; (ii) monitoring the external auditor’s independence
and evaluating the effectiveness of the audit process and their performance; (iii) assessing the
effectiveness of internal control; and (iv) monitoring integrity of our financial statements and
annual report and accounts. Please see “Directors, Supervisors and Senior Management — Board
Committees — Audit Committee” for details.
Ongoing Measures to Monitor the Implementation of Risk Management Policies
Our audit committee, internal control and 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.
Measures for Compliance with Export Control and Sanctions Regulations
To ensure ongoing compliance with applicable export control and sanction regulations, we
have implemented internal control procedures to assess, monitor and manage transactions with
sanctioned or export-controlled entities. These include (i) regular screening of customers and
counterparties against updated sanction and restricted party lists (including the Entity List
published by the U.S. Department of Commerce); (ii) review of the nature and scope of services
provided to ensure they do not fall within the scope of restricted activities under applicable laws,
including the U.S. Export Administration Regulations; and (iii) confirmation that all transactions
with the targeted customer are conducted entirely within China, denominated in RMB, and do not
involve any U.S.-origin technology, content, or export activity. We will continue to monitor relevant
regulatory developments and adjust our compliance protocols as necessary to mitigate any potential
risk exposure.
BUSINESS SUSTAINABILITY
During the final year of the Track Record Period, we experienced a decline in certain financial
performance. Our revenue, gross profit margins and net profit margins deteriorated in 2024, and our
net operating cash flow decreased throughout the Track Record Period. In addition, we faced a
structural mismatch in working capital, as our trade receivable turnover days significantly exceeded
our trade payable turnover days.
In response to these financial pressures, we have formulated a set of targeted measures to
improve our financial performance and working capital efficiency:
Driving Revenue Growth
We plan to drive revenue growth by deepening engagement with existing customers while
actively diversifying and expanding our customer base. To support this, we will continue to invest
in product development to enhance core functionalities and introduce additional value-added
services, with the goal of delivering greater value to customers, increasing monetization
opportunities, and strengthening customer loyalty. We also aim to incorporate advanced AI
technologies more extensively into our solutions. For example, our newly launched Deep Agent
product is expected to generate revenue as a standalone AI agent, thereby diversifying our revenue
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streams, but also to enhance user interaction when integrated with our existing platforms. This is
expected to improve customer satisfaction and increase long-term product stickiness. In addition to
serving multinational enterprises, we are also actively seeking to broaden our customer base by
engaging with domestic enterprises that demonstrate strong potential demand for our offerings. We
believe this strategy will enable us to capture incremental growth opportunities, further diversify
our customer mix, and strengthen the resilience of our business.
Subsequent to the Track Record Period and up to the Latest Practicable Date, we acquired 44
new end customers and two KA end customer. During the same periods, we entered into 49 new
contracts from new end customers, with an aggregate contract value of approximately RMB23.2
million. The majority of these contracts include confirmed orders and are under active execution.
All of these contracts engage us to provide intelligent advertising services through AlphaDesk and
intelligent data management through AlphaData, as well as enterprise AI agent products through
Deep Agent.
Enhancing Gross Profit Margin
To improve our overall gross profit margin, we plan to implement targeted initiatives across
our two principal business lines:
 For our intelligent advertising services, we intend to continue upgrading our core
product capabilities to improve ad delivery efficiency and overall campaign
performance. In particular, we aim to refine the AI algorithms powering AlphaDesk to
enable more precise audience targeting and performance forecasting, which will support
smarter bidding logics and deliver better return on ad spend for our customers. By
driving higher advertising effectiveness, we can help customers achieve their campaign
plans with lower media costs, thereby improving the cost-efficiency of our service
delivery. Improving the advertising effectiveness enables us to achieve the desired
results with lower media spend, which in turn reduces our cost of service and expands
our profit margin.
 For our intelligent data management business, we plan to enhance the profitability
through a combination of operational and structural improvements. First, we aim to
improve delivery efficiency by streamlining implementation processes and leveraging
automation tools to reduce manual workload and shorten project timelines. Historically,
certain tasks, such as data preprocessing, code development, and test execution, relied
heavily on manual effort. To reduce labor intensity and associated costs, we are
gradually introducing AI-powered and automation tools into our workflow. These
include code assistants for generating code suggestions and templates, AI tools for
producing automated test reports, and scripting tools for repetitive tasks such as data
cleansing and report generation. By reducing manual intervention and compressing
project cycles, these tools are expected to improve delivery efficiency and contribute to
higher gross profit margins over time.
Second, we will continue to standardize service modules to improve delivery
consistency, enhance scalability, and reduce customization costs, thereby contributing to
gross profit margin improvement. To reduce project implementation costs, we have
established standardized data processing workflows supported by unified API interfaces,
data structures, and tagging systems. These allow for automated data collection,
cleansing, and integration, which lower customer onboarding and system integration
costs. These standardized tools and frameworks allow us to deliver data solutions more
efficiently across projects, with reduced reliance on bespoke development, thereby
improving overall delivery efficiency and profitability.
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Third, we intend to optimize team structures by aligning resources more closely with
project needs, improving cross-functional collaboration, and enhancing overall
workforce productivity. These measures are expected to strengthen our cost control and
drive sustainable margin improvement across the business.
Improving Liquidity and Working Capital
We have implemented a series of measures to enhance our liquidity position and optimize
working capital management. First, we have strengthened our receivables management and
accelerated cash conversion by refining our credit control framework. In particular, we have
reassessed payment terms for both new and existing customers, and introduced more standardized
and frequent billing arrangements. We have also established dedicated teams to follow up on
outstanding receivables in a timely manner, with the aim of shortening the collection cycle and
improving cash inflow efficiency.
In parallel, we are optimizing our cost and expense structure and reinforcing our cash flow
management practices. We continue to exercise prudent control over non-essential expenditures,
while maintaining strategic investments in key capabilities that support long-term growth. In
addition, we are enhancing our cash flow forecasting and scenario analysis capabilities to support
more accurate liquidity planning. These measures are designed to preserve a stable cost and expense
base, improve operational resilience, and ultimately enhance our overall profitability and cash
position.
Strategies to Sustain Profitability
Despite a softening in market demand for marketing services in 2024, we remained profitable
throughout the Track Record Period. This resilience was primarily supported by a combination of
strategies aimed at driving revenue growth and enhancing operational efficiency.
On the revenue side, we actively optimized our customer portfolio to reduce reliance on
cyclical industries. For example, revenue from customers in the internet services sector grew by
approximately 16.5% year-on-year in 2024, reflecting the effectiveness of our rebalancing efforts.
To enhance operational efficiency and support profitability, we adopted disciplined cost and
expense management measures. In particular, we exercised strict control over research and
development, administrative and selling expenses by closely monitoring budget implementation and
optimizing resource allocation. These efforts allowed us to sustain business growth while
maintaining a cost-effective structure.
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OUR CONTROLLING SHAREHOLDERS
As of the Latest Practicable Date, our Company was directly held as to approximately 20.96%
and 14.77% by Ms. Huang and Mr. Xie, respectively. Pursuant to an acting-in-concert agreement
entered into between Ms. Huang and Mr. Xie on July 13, 2016, they agreed to, for so long as they
are Shareholders of our Company, communicate thoroughly to reach a consensus as to how to
exercise their voting rights in our Company and act in concert by aligning their votes at the relevant
Shareholders’ meetings. In the event that they could not reach a consensus as to how to exercise
their voting rights, Mr. Xie agreed to follow the directions of Ms. Huang. See “History,
Development and Corporate Structure — Acting-in-Concert Agreement” for more details.
Immediately upon completion of the Global Offering, Ms. Huang and Mr. Xie will together
be entitled to exercise the voting rights attaching to approximately 32.15% of the enlarged total
issued share capital of our Company. Therefore, Ms. Huang and Mr. Xie will be considered as a
group of Controlling Shareholders after the Listing for the purpose of the Listing Rules.
DELINEATION OF BUSINESS
Our Controlling Shareholders confirm that as of the Latest Practicable Date, neither of them
or their respective close associates was interested in any business, other than our Group, which
competes or is likely to compete, either directly or indirectly, with our Group’s business and which
requires disclosure pursuant to Rule 8.10 of the Listing Rules.
INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS
Having considered the following factors, our Directors are satisfied that we are capable of
carrying out our business independently of our Controlling Shareholders and their respective close
associates after the Listing.
Operational Independence
We engage in our operations and make and implement our operational decisions
independently. We do not share operation team, facilities and equipment with our Controlling
Shareholders or their respective close associates. We are in possession of all relevant licenses,
approvals and permits from the relevant regulatory authorities that are necessary to carry out and
operate our business and we have sufficient operational capacity in terms of capital and employees
to operate independently. We have established our own organizational structure with independent
departments, and each department is assigned to specific areas of responsibilities. Our operating
functions, such as cash and accounting management, invoices and bills, operate independently of
our Controlling Shareholders and their respective close associates. We have independent access to
a large and diversified base of suppliers and customers and are not dependent on our Controlling
Shareholders or their respective close associates with respect to supplies for our business
operations. We also maintain a set of comprehensive internal control procedures to facilitate the
effective operation of our business.
Based on the above, our Directors are of the view that we are able to operate independently
from our Controlling Shareholders and their respective close associates.
Management Independence
Our business is managed and conducted by our Board and senior management. Our Board
comprises three executive Directors, three non-executive Directors and three independent non-
executive Directors, among whom Ms. Huang, the chairwoman of our Board, an executive Director
and the general manager of our Company, and Mr. Xie, an executive Director and the vice general
manager of our Company, are members of our Controlling Shareholders. For further details, see
“Directors, Supervisors and Senior Management.”
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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Our Directors are of the view that our Board and senior management team are able to manage
our business independently from our Controlling Shareholders and their close associates for the
following reasons:
(i) save for Ms. Huang and Mr. Xie, all the other executive Directors and other members
of our senior management are our full-time employees and are independent from our
Controlling Shareholders and their close associates;
(ii) pursuant to the Articles of Association of our Company, in the event that any
Shareholder or Director or his/her close associates has the material interest in a contract
or arrangement to be entered into with our Group, the interested Shareholder(s) or
Director(s) shall abstain from voting on any Shareholder or Board resolutions approving
any contract, arrangement or any other proposal and shall not be counted in the quorum
present at the relevant meeting;
(iii) we have appointed three independent non-executive Directors (accounting for one-third
of our Board) to balance the number of potentially interested Directors with a view to
promote the interests of our Company and the Shareholders as a whole. The independent
non-executive Directors will be entitled to engage professional advisors at our cost for
advice on matters relating to any potential conflict of interest arising out of any
transaction to be entered into between our Company and another company or entity to
which a Director or senior management member holds position. We believe our
independent non-executive Directors have the depth and breadth of experience which
will enable them to bring sound, independent and impartial judgment to the decision-
making process of our Board;
(iv) each of our Directors is aware of his/her fiduciary duties as a Director, which require
him/her to act for the benefit and in the interests of our Company and the Shareholders
as a whole and do not allow any conflict between his/her duties as a Director and his/her
personal interests; and
(v) we have adopted corporate governance measures to manage conflicts of interest, if any,
between our Group and our Controlling Shareholders and their close associates which
would support our independent management. See “— Corporate Governance Measures”
below for further information.
Based on the above, our Directors are satisfied that the Board as a whole, together with our
senior management team, is able to perform the managerial role in our Group independently.
Financial Independence
We have established a finance department with a team of independent financial staff, which
operates entirely independently of our Controlling Shareholders. In addition, our Company has
established a sound and independent financial system and makes financial decisions according to
our Company’s business needs, which are independent of our Controlling Shareholders and their
close associates.
During the Track Record Period, our Group had no non-trade related amounts due to or due
from our Controlling Shareholders or their close associates. As of the Latest Practicable Date, there
were no outstanding loans, advances or non-trade balances due to or from our Controlling
Shareholders or their close associates, nor were there any outstanding pledges or guarantees
provided for our benefit by our Controlling Shareholders or their close associates.
Based on the above, our Directors are satisfied that we are able to maintain financial
independence from our Controlling Shareholders and their close associates.
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CORPORATE GOVERNANCE MEASURES
We recognize the importance of good corporate governance to protect the interest of our
Shareholders. We will adopt the following corporate governance measures to manage potential
conflict of interests between our Group and the Controlling Shareholders:
(i) where a Shareholders’ meeting is held for considering proposed transaction in which any
of the Controlling Shareholder has a material interest, the Controlling Shareholder(s)
shall abstain from voting on the resolutions and shall not be counted in the quorum for
the voting;
(ii) where a Board meeting is held for the matters in which a Director has a material interest,
such Director shall abstain from voting on the resolutions and shall not be counted in the
quorum for the voting;
(iii) any transaction between (or proposed to be made between) our Group and the connected
persons will be subject to the requirements under Chapter 14A of the Listing Rules,
including, where applicable, the announcement, reporting, annual review, circular
(including independent financial advice) and independent Shareholders’ approval
requirements and with those conditions imposed by the Stock Exchange for the granting
of waiver from strict compliance with relevant requirements under the Listing Rules;
(iv) in the event that our independent non-executive Directors are requested to review any
conflict of interests between our Group and the Controlling Shareholders, the
Controlling Shareholders shall provide the independent non-executive Directors with all
necessary information and our Company shall disclose the decisions of the independent
non-executive Directors either in its annual report or by way of announcements to the
public; and
(v) our Company has appointed First Shanghai Capital Limited as our compliance advisor,
which will provide advice and guidance to our Group in respect of compliance with the
applicable laws and Listing Rules including various requirements relating to Directors’
duties and corporate governance.
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BOARD OF DIRECTORS
Our Board of Directors is responsible for, and has general powers over, the management and
operation of our business. Our Board consists of nine Directors, comprising three executive
Directors, three non-executive Directors and three independent non-executive Directors. All
Directors are elected by the general meeting of Shareholders for a term of three years which is
renewable upon re-election and re-appointment.
The following table sets forth certain information regarding our Directors:
Name Age Position(s)
Time of joining
our Group
Date of
appointment
as a Director Roles and responsibilities
Ms. Huang Xiaonan
(ی)H1118/H1118/H1118/H1118/H1118/H1118
50  Chairwoman of the Board
 Executive Director
 General manager
April 2009 April 30, 2009 Responsible for formulating
overall corporate and business
strategies and overseeing the
business operation and
execution of our Group
Mr. Xie Peng
(ᑽᘄ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
52  Executive Director
 Vice general manager
April 2009 October 21, 2015 Responsible for formulating
business strategies and targets
and managing the daily
operation of our Group
Mr. Y ang Zhuo
(เՙ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
47  Executive Director
 Vice general manager
 Chief financial officer
 Secretary to the Board
July 2019 June 30, 2021 Responsible for capital operation
and management, financial
management, investor and
public relations maintenance
as well as corporate
governance of our Group
Ms. Tian Tian
(͞଩) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
43  Non-executive Director June 2021 June 30, 2021 Providing strategic advice and
making recommendations on
the business development and
management to our Board
Mr. Huang Haibo
(ت)H1118/H1118/H1118/H1118/H1118/H1118
57  Non-executive Director October 2021 October 20, 2021 Providing strategic advice and
making recommendations on
the business development and
management to our Board
Mr. Huang Hao
(؀)H1118/H1118/H1118/H1118/H1118/H1118/H1118
53  Non-executive Director February 2017 March 15, 2021 Providing strategic advice and
making recommendations on
the business development and
management to our Board
Ms. Li Juan
(ࢇ)H1118/H1118/H1118/H1118/H1118/H1118/H1118
46  Independent non-executive
Director
June 2021 June 30, 2021 Providing independent opinion
to our Board
Mr. Xue Y ansong
(֧ؒ)H1118/H1118/H1118/H1118/H1118/H1118
52  Independent non-executive
Director
June 2021 June 30, 2021 Providing independent opinion
to our Board
Mr. Guo Bing
(ெΏ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
52  Independent non-executive
Director
May 2025 May 6, 2025 Providing independent opinion
to our Board
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Executive Directors
Ms. Huang Xiaonan (ی)aged 50, as a co-founder of our Group, has been the
chairwoman of the Board, a Director and the general manager of our Company since our
establishment in April 2009. She was re-designated as our executive Director on May 6, 2025. Ms.
Huang is responsible for formulating overall corporate and business strategies and overseeing the
business operation and execution of our Group.
Ms. Huang has also held key positions in certain subsidiaries of our Group, including as an
executive director and general manager of Tianjin Optimus, Hefei Pince and Shenzhen Shuling, and
as a director of iPinY ou International and iPinY ou Inc. since their establishment, and as a director
of iPinY ou Singapore and iPinY ou UK since July 2018 and July 2019, respectively.
With over 20 years of industry experience, Ms. Huang has developed forward-looking and
deep insight into the decision-making AI application market and acquired rich corporate
management expertise. She served as a project manager at McKinsey & Consulting Company Inc.,
Beijing (፼(̏ԯ)ʮ̡) from March 2003 to January 2005. Since July 2005 and prior
to founding our Group, she worked at Beijing Huaxia Yingbao Science and Trade Development Co.,
Ltd. (ʮ̡) successively as an operation manager and a director.
Ms. Huang graduated from Peking University ( ̏ԯɽኪ) in July 1997 with a bachelor’s
degree in English and literature, and further obtained a master’s degree in business administration
from University of California, Los Angeles (UCLA) in March 2002.
Mr. Xie Peng ( ᑽᘄ), aged 52, as a co-founder of our Group, has been serving as a supervisor
of our Company since April 2009 and until October 2015 when he was appointed as our Director.
He was re-designated as our executive Director on May 6, 2025. Mr. Xie is responsible for
formulating business strategies and targets and managing the daily operation of our Group.
Mr. Xie embarked on his career at Procter & Gamble (Guangzhou) Ltd. (ʮ̡)
as a regional sales manager from July 1998 to December 2000, where he acquired his knowledge
and expertise in marketing and customer relationship management. Subsequently from July 2001 to
September 2003, he worked at Shanghai Johnson Ltd. (ʮ̡), primarily responsible
for management of its national key account. Since co-founding our Group in 2009 with Ms. Huang,
other than being a Director of our Company, he has also held key positions in certain subsidiaries
of our Group, including as an executive director of Shanghai Pinyou and as a supervisor of Hefei
Pince since their establishment, as a director of iPinY ou UK since July 2019 and as a director of
iPinY ou International since April 2024.
Mr. Xie obtained his bachelor’s and master’s degrees majoring in international politics from
Peking University ( ̏ԯɽኪ) in July 1995 and July 1998, respectively. He further obtained a master
of business administration degree from China Europe International Business School (CEIBS) in
September 2010.
Mr. Y ang Zhuo ( เՙ), aged 47, joined us in July 2019 and has been serving as the vice
general manager, chief financial officer and secretary to the Board of our Company. He was
appointed as our Director on June 30, 2021 and was re-designated as our executive Director on May
6, 2025. Mr. Y ang is responsible for capital operation and management, financial management,
investor and public relations maintenance as well as corporate governance of our Group.
Mr. Y ang has more than 20 years of professional experience in accounting and financial
management. Mr. Y ang started his career at PricewaterhouseCoopers Zhong Tian Certified Public
Accountants (הfrom August 2004 to March 2010. From April 2010 to
February 2014, he worked at Beijing Oak Pacific Interactive Information Technology Co., Ltd. ( ̏
ʮ̡), a controlled entity of Renren Inc., which is a company listed on the
New Y ork Stock Exchange (ticker symbol: RENN), as its internal audit director. Subsequently, he
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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worked at Beijing Zhuoyi Xunchang Technology Co., Ltd. (ʮ̡) from
March 2014 to April 2016, responsible for its financial management. And from July 2016 to June
2019, he held the positions of deputy general manager and financial director of iReader Technology
Co., Ltd. (ʮ̡), a company listed on the Shanghai Stock Exchange (Stock Code:
603533.SH).
Mr. Y ang graduated from Beijing University of Posts and Telecommunications ( ̏ԯඉཥɽ
ኪ) with a bachelor’s degree in communication engineering in July 2001, and with a master’s degree
in physical electronics in April 2004. Mr. Y ang was admitted as a non-practicing member of the
Chinese Institute of Certified Public Accountants in June 2010.
Non-executive Directors
Ms. Tian Tian ( ͞଩), aged 43, was appointed as our Director on June 30, 2021 and
re-designated as our non-executive Director on May 6, 2025. She is responsible for providing
strategic advice and making recommendations on the business development and management to our
Board.
Ms. Tian started her career at Peking University ( ̏ԯɽኪ) after graduation from July 2005
to June 2008. She then worked at Fude (Tianjin) Equity Investment Fund Management Partnership
(Limited Partnership) ( బᅃ(ݵ)၍ଣΥྫΆุ(Υྫ)) as its general affairs
manager from September 2010 to July 2014. Since July 2014, she has been holding the position of
vice general manager of Beijing Fude Kecai Investment Management Co., Ltd. (ҿҳ༟
ʮ̡).
Ms. Tian graduated from Peking University ( ̏ԯɽኪ) with a bachelor’s degree in
international politics in July 2005 and with a master’s degree in international relations in July 2010.
Mr. Huang Haibo (ت)aged 57, was appointed as our Director on October 20, 2021 and
re-designated as our non-executive Director on May 6, 2025. He is responsible for providing
strategic advice and making recommendations on the business development and management to our
Board.
Mr. Huang has accumulated over two decades of professional experience in investment and
corporate management. His tenure at China Mobile group spanned nearly 15 years, from March
2001 to May 2015, during which period he successively held positions at various entities within
China Mobile group, including, among others, China Mobile Communications Group Co., Ltd. ( ʕ
ණྠʮ̡) (currently known as China Mobile Communications Group Co., Ltd. ( ʕ਷୅
ʮ̡)) and China Mobile Group Shandong Co., Ltd. (ࠢ
ʮ̡). Since June 2015, he has been serving as a managing director of China Mobile Guotou
Innovation Investment Management Co., Ltd. (ʮ̡). Concurrently, he
has also been serving as a director of Hangzhou DPtech Technologies Co., Ltd. (ٰ
ʮ̡), a company listed on the Shenzhen Stock Exchange (Stock Code: 300768.SZ), and a
director of Asiainfo Security Technologies Co., Ltd. (ʮ̡), a company
listed on the Shanghai Stock Exchange (Stock Code: 688225.SH), since December 2016 and
September 2020, respectively.
Mr. Huang obtained a master’s degree in computer applications and a doctoral degree of
philosophy in industrial economics from Northern Jiaotong University ( ̏˙ʹஷɽኪ) (currently
known as Beijing Jiaotong University ( ̏ԯʹஷɽኪ)) in April 1995 and November 2001,
respectively.
Mr. Huang Hao (؀)aged 53, was appointed as a supervisor of our Company in February
2017, and was appointed as our Director on March 15, 2021. He was re-designated as our
non-executive Director on May 6, 2025. He is responsible for providing strategic advice and making
recommendations on the business development and management to our Board.
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Mr. Huang has 20 years of experience in investment and corporate management. He worked
at Beijing Radio Group Co., Ltd. (ʮ̡) from December 2005 to February 2015,
serving as the director of its investment and financing department since September 2006, and
concurrently the vice general manager since February 2014, responsible for management of its
investment and financing activities. He also concurrently served as an independent director of
Y ueyang Hengli Refrigeration Equipment Co., Ltd. (ʮ̡) (currently
known as Hengli Industrial Development Group Co., Ltd. (ʮ̡)), a
company listed on the Shenzhen Stock Exchange (Stock Code: 000622.SZ) from September 2011
to September 2013. Since September 2014, he has been serving as an executive director and
manager of Beijing Chord Capital Management Co., Ltd. (ʮ̡)( “ Beijing
Chord Capital ”), which is owned by him as to 85% and is the general partner of Beijing Heyin,
our substantial shareholder, and Beijing BGWG.
Mr. Huang obtained his bachelor’s degree in political science and administration in July 1995
and his master’s degree in national economic planning and management in July 1998, both from
Peking University ( ̏ԯɽኪ).
Independent Non-executive Directors
Ms. Li Juan (ࢇ)aged 46, was appointed as our independent Director on June 30, 2021 and
re-designated as our independent non-executive Director on May 6, 2025. She is responsible for
providing independent opinion to our Board.
Ms. Li Juan has accumulated abundant professional experience in accounting, consultation,
financial management and corporate governance. From August 2001 to November 2004, she began
her professional career at KPMG Huazhen LLP (ה(౷ஷΥྫ)) as an
assistant manager at the audit department. From March 2006 to March 2016, she worked at Beijing
Oak Pacific Interactive Information Technology Co., Ltd. (ʮ̡), a
controlled entity of Renren Inc., which is a company listed on the New Y ork Stock Exchange (ticker
symbol: RENN), as its financial director. She then held the position of chief financial officer of
Shanghai Fengshion Investment Management Co., Ltd. (ʮ̡) from March
2016 to July 2021, and served at the office of board and the investment and financing department
of Chi Forest (Beijing) Food Technology Group Co., Ltd. (؍(̏ԯ)ʮ̡)
from September 2021 to February 2022. Since September 2022, she has been serving as the
financial vice president of Qinjia Network Technology (Beijing) Co., Ltd. (ၣഖҦஔ(̏ԯ)Ϟ
ʮ̡).
Ms. Li graduated from Beijing University of Technology ( ̏ԯʈุɽኪ) with a bachelor’s
degree in accounting in July 2001. She was admitted as a non-practicing member of the Chinese
Institute of Certified Public Accountants in April 2011.
Mr. Xue Y ansong (֧ؒ)aged 52, was appointed as our independent Director on June 30,
2021 and re-designated as our independent non-executive Director on May 6, 2025. He is
responsible for providing independent opinion to our Board.
Mr. Xue has extensive experience in financial analysis and management. He served as the
chief financial officer as well as business planning and supervision director of Sony Ericsson
Mobile Communications (China) Co., Ltd. (୅ਗஷৃ(ʕ਷)ʮ̡) from November
2009 to August 2012. Subsequently, he served as a director at Alvarez & Marsal (Shanghai) Limited
(τᒕΆุᚥਪ(ɪऎ)ʮ̡) from May 2013 to April 2014, and from May 2014 to September
2019, he worked at Huaxia Livestock (Sanhe) Co., Ltd. (ى(ئ)ʮ̡) as its chief
financial officer. From October 2019 to July 2022, he served as the senior vice president at Beijing
Y aobangmang Technology Co., Ltd. (ʮ̡). Since September 2023, he has
been working at Moore Threads Intelligent Technology (Beijing) Co., Ltd. (Ҧ(̏
ԯ)ʮ̡) with his current position as financial principal and secretary of the board.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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Mr. Xue obtained his bachelor’s degree in electronics and information systems from Peking
University ( ̏ԯɽኪ) in July 1997, and his master’s degree in business administration from Tuck
School of Business at Dartmouth College in June 2005. Mr. Xue was admitted to be a member of
the American Institute of Certified Public Accountants in January 2020.
Mr. Guo Bing ( ெΏ), aged 52, was appointed as our independent non-executive Director on
May 6, 2025. He is responsible for providing independent opinion to our Board.
Mr. Guo has accumulated nearly 30 years of experience in operation management. He served
as the vice general manager of Shenzhen Greem Consulting Co., Ltd. (ʮ̡)
from August 1998 to November 2003, responsible for its regional operation management. In
December 2003, he co-founded Centre Testing International Group Co., Ltd. (ٰ
ʮ̡), a company listed on the Shenzhen Stock Exchange (Stock Code: 300012.SZ), as its
president, and also served as its executive director until July 2014. He was the chairman of the
board of directors of Shenzhen AMAE Co., Ltd. (ʮ̡) from April 2011 to
December 2014. He then joined Techcomp (Holdings) Limited (ߕ(ٰ)ʮ̡) (currently
known as Y unnan Energy International Co. Limited (ʮ̡)), a company listed on
the Stock Exchange and the Singapore Exchange Securities Trading Limited (Stock Code: 1298.HK
and T43), in January 2015 as its chief executive director (Greater China Region), and served as its
executive director from July 2015 to October 2015. After that, he has re-assumed the position of
chairman of Shenzhen AMAE Co. Ltd., and has been concurrently serving as the chairman of
Shenzhen KCH Investment Co., Ltd. (ʮ̡), since October 2015. Since
December 2025, Mr. Guo has been serving as an independent director of Suzhou Zelgen
Biopharmaceuticals Co., Ltd. (ʮ̡) (Stock Code: 688266.SH).
Mr. Guo graduated from Nanjing University of Science & Technology (ԯଣʈɽኪ) in June
1994 with a bachelor’s degree in electronic engineering. He further obtained a master of business
administration degree from China Europe International Business School (CEIBS) in September
2010 and a doctoral degree in management from Hong Kong Polytechnic University (ಥଣʈɽ
ኪ) in September 2015, both through on-the-job studies.
BOARD OF SUPERVISORS
The Board of Supervisors consists of three members, including two Supervisors appointed by
the general meeting of Shareholders and one employee representative Supervisor elected by our
employees, all for a term of three years which is renewable upon re-election and re-appointment.
Pursuant to the Articles of Association, the functions and powers of the Board of Supervisors
include, among others, reviewing the financial management of our Company, supervising the
performance of our Directors and senior management members, monitoring as to whether they
comply with the laws, administrative stipulations, the Listing Rules and Articles of Association
when performing their duties, and requesting Directors and senior management members to rectify
actions detrimental to our Company’s interests. In addition, our Board of Supervisors is responsible
for exercising other powers, functions and duties in accordance with the Articles of Association and
applicable laws and regulations.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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--- page 223 ---
The following table sets forth certain information regarding our Supervisors:
Name Age Position
Time of joining
our Group
Date of
appointment
as a Supervisor Roles and responsibilities
Ms. Lai Chunhua
(ശ) /H1118/H1118/H1118/H1118
43  Chairwoman of the
Board of Supervisors
May 2011 October 21, 2015 Responsible for supervising the
performance of our Board and
senior management and the
procurement activities of
our Group
Ms. Wu Renhua
(ю΂ശ) /H1118/H1118/H1118/H1118
52  Supervisor February 2017 February 22,
2017
Responsible for supervising the
performance of our Board and
senior management
Ms. Y e Nan
(໢฻) /H1118/H1118/H1118/H1118/H1118
35  Supervisor (employee
representative)
August 2019 March 14, 2025 Responsible for supervising the
performance of our Board and
senior management and the
financial accounting of
our Group
Ms. Lai Chunhua (ശ), aged 43, was appointed as our Supervisor and chairwoman of the
Board of Supervisors on October 21, 2015, primarily responsible for supervising the performance
of our Board and senior management and the procurement activities of our Group.
Ms. Lai joined us in May 2011 and has been with our Group for more than a decade. She
served as our human resource principal from May 2011 to December 2022, and has been our media
and procurement principal since January 2023. She has also been a supervisor of our subsidiary,
Shanghai Pinyou, since July 2024.
Ms. Lai obtained a bachelor’s degree in bioengineering in July 2004, and a master’s degree
in social security in June 2007, both from China Agricultural University ( ʕ਷ุ༵ɽኪ). She
further obtained a master of business administration degree from China Europe International
Business School (CEIBS) in October 2023 through on-the-job study.
Ms. Wu Renhua ( ю΂ശ), aged 52, was appointed as our Supervisor on February 22, 2017,
primarily responsible for supervising the performance of our Board and senior management.
Ms. Wu has more than 20 years of experience in fund management and investment. She has
been serving as the vice general manager of the southeast investment department of Shenzhen
Capital, one of our Pre-IPO Investors, since January 2001 and concurrently as a director of Haian
Rubber Group Co., Ltd. (΅ʮ̡) (stock code: 001233.SH) since April 2021.
Ms. Wu graduated from Central South University of Technology (ʈุɽኪ) (currently
known as Central South University (ɽኪ)) in June 1995 with a bachelor’s degree in industrial
electrical automation. She further pursued a master’s degree of business administration from Fudan
University ( ూ͇ɽኪ) in June 2006.
Ms. Y e Nan ( ໢฻), aged 35, has been serving as our financial manager since August 2019,
and was appointed as our Supervisor on March 14, 2025, primarily responsible for supervising the
performance of our Board and senior management and the financial accounting of our Group.
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--- page 224 ---
Ms. Y e has over 10 years of experience in financial accounting. Prior to joining our Group,
from August 2013 to May 2015, she started her career at Grant Thornton (הa sa
project assistant, primarily responsible for the tax audit work. From June 2015 to May 2016, she
served as an accountant at Beijing MOBILE KIWI Technology Co., Ltd. (ࠢ
ʮ̡), a wholly-owned subsidiary of Beijing Papaya Mobile Technology Inc. (ٰ
ʮ̡). And from May 2016 to August 2019, she worked at Beijing Funshion Technology Co.,
Ltd. (ʮ̡), a subsidiary of Shenzhen MTC Co., Ltd. (ࠢ
ʮ̡), which is a company listed on the Shenzhen Stock Exchange (Stock Code: 002429.SZ), as its
financial supervisor responsible for its financial accounting work.
Ms. Y e graduated from Hebei Agricultural University (ุ༵̏ɽኪ) with a bachelor’s
degree in accounting in June 2013. She was certified as a medium-level accountant by the Ministry
of Finance of the PRC (௅) and the Ministry of Human Resources and Social
Security of the PRC (ღ௅) in September 2018. She was also
admitted by the Institute of Management Accountants of the United States as a Certified
Management Accountant (CMA) in June 2023.
SENIOR MANAGEMENT
Our senior management is responsible for the day-to-day management and operation of our
business.
The following table sets forth certain information regarding our senior management:
Name Age Position(s)
Time of joining
our Group
Date of
appointment
as a senior
management
member Roles and responsibilities
Ms. Huang
Xiaonan
(ی)H1118/H1118/H1118
50  Chairwoman of the
Board
 Executive Director
 General manager
April 2009 April 30, 2009 Responsible for overall corporate
and business strategies and
overseeing the business
operation and execution of
our Group
Mr. Xie Peng
(ᑽᘄ) /H1118/H1118/H1118/H1118
52  Executive Director
 Vice general manager
April 2009 October 21, 2015 Responsible for business
strategies and targets and
managing the daily operation
of our Group
Mr. Y ang Zhuo
(เՙ) /H1118/H1118/H1118/H1118
47  Executive Director
 Vice general manager
 Chief financial officer
 Secretary to the Board
July 2019 July 2, 2019 Responsible for capital operation
and management, financial
management, investor and
public relations maintenance
as well as corporate
governance of our Group
Mr. Ouyang
Chen
(ᆄජԕ) /H1118/H1118/H1118
48  Vice general manager
 Chief technology
officer
June 2017 October 30, 2018 Responsible for the management
of R&D team, formulation and
execution of technology
strategies and plans, and
upgrading and innovation of
technologies of our Group
For biographical details of Ms. Huang Xiaonan (ی),Mr. Xie Peng ( ᑽᘄ) and Mr. Y ang
Zhuo ( เՙ), see “— Board of Directors — Executive Directors.”
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Mr. Ouyang Chen ( ᆄජԕ), aged 48, is the vice general manager and chief technology officer
of our Company. He is responsible for the management of R&D team, formulation and execution
of technology strategies and plans, and upgrading and innovation of technologies of our Group.
With nearly 25 years of work experience, Mr. Ouyang has accumulated profound expertise in
computer science and technology. He successively worked at Oracle (China) Software Systems Co.,
Ltd. ( ͠৶˖(ʕ਷)ʮ̡) and Microsoft China Ltd. ( ฆழ(ʕ਷)ʮ̡) from July
2003 to October 2005 and from November 2005 to January 2015, respectively, primarily engaging
in their research and development activities. He then served at Beijing Xiaomi Mobile Software
Co., Ltd. (ʮ̡), a subsidiary of Xiaomi Corporation ( ʃϷණྠ), which is a
company listed on the Stock Exchange (Stock Code: 1810.HK), from February 2015 to April 2017,
responsible for leading its research and development activities. He joined our Group in June 2017
as the principal of research and development center and was appointed as the vice general manager
and chief technology officer of our Company on October 30, 2018.
Mr. Ouyang obtained his bachelor’s degree in computer software and master’s degrees in
computer software and theory from Peking University ( ̏ԯɽኪ) in July 1998 and July 2001,
respectively.
DISCLOSURES REQUIRED UNDER RULE 13.51(2) OF THE LISTING RULES
Ms. Huang was a director of a company prior to its dissolution, details of which are set out
as follows:
Name of company
Place of
incorporation Nature of business Date of dissolution Status Reason of dissolution
Beijing Huaxia
Yingbao Science and
Trade Development
Co., Ltd.
(൱
ʮ̡)/H1118/H1118/H1118/H1118
The PRC Technology promotion
and application
services
December 28, 2009 Revocation Cessation of business
Ms. Huang confirmed that (i) to the best of her knowledge, information and belief after
making reasonable enquiries, the above company was solvent immediately prior to its dissolution;
(ii) there is no wrongful act on her part leading to the dissolution of the above company; (iii) she
is not aware of any actual or potential claim that has been or will be made against her as a result
of the dissolution of the above company; and (iv) no misconduct or misfeasance had been involved
on her part in the dissolution of the above company.
In addition, Ms. Wu Renhua was a supervisor of a company prior to its dissolution, details of
which are set out as follows:
Name of company
Place of
incorporation Nature of business Date of dissolution Status Reason of dissolution
Shanghai Shangqiao
Supply Chain
Service Co., Ltd.
(؂
ʮ̡) /H1118/H1118/H1118/H1118/H1118
The PRC Supply chain services July 2, 2022 Revocation Cessation of business
Ms. Wu confirmed that (i) to the best of her knowledge, information and belief after making
reasonable enquiries, the above company was solvent immediately prior to its dissolution; (ii) there
is no wrongful act on her part leading to the dissolution of the above company; (iii) she is not aware
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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of any actual or potential claim that has been or will be made against her as a result of the
dissolution of the above company; and (iv) no misconduct or misfeasance had been involved on her
part in the dissolution of the above company.
Save as disclosed in this section and “Statutory and General Information — C. Further
Information about Our Directors, Supervisors and Substantial Shareholders” in Appendix VI to this
prospectus, to the best knowledge, information and belief of our Directors and Supervisors having
made all reasonable enquiries, there was no other matter with respect to the appointment of our
Directors and Supervisors that needs to be brought to the attention of the Shareholders and there
was no information relating to our Directors and Supervisors that is required to be disclosed
pursuant to Rule 13.51(2) of the Listing Rules as of the Latest Practicable Date.
GENERAL CONFIRMATIONS
Save as disclosed in this section and the acting-in-concert agreement entered into between Ms.
Huang and Mr. Xie on July 13, 2016 as described in the section headed “History, Development and
Corporate Structure — Acting-in-Concert Agreement”, each of our Directors, Supervisors and
members of the senior management of our Company (i) had no other relationship with any of the
other Directors, Supervisors and members of our senior management as of the Latest Practicable
Date; and (ii) did not hold any other directorship in listed companies in the three years prior to the
Latest Practicable Date. For the Directors’ and Supervisors’ interests in the Shares within the
meaning of Part XV of the SFO, see “Statutory and General Information — C. Further Information
about Our Directors, Supervisors and Substantial Shareholders” in Appendix VI to this prospectus.
Each of our Directors confirms that as of the Latest Practicable Date, he or she did not have
any interest in a business which competes or is likely to compete, either directly or indirectly, with
our Company’s business which would require disclosure under Rule 8.10 of the Listing Rules.
Each of our Directors confirms that he or she (i) has obtained the legal advice referred to under
Rule 3.09D of the Listing Rules on April 29, 2025; and (ii) understands his or her obligations as
a director of a listed issuer under the Listing Rules.
Each of our independent non-executive Directors has confirmed (i) his or her independence
as regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules; (ii) that he
or she has no past or present financial or other interest in the business of our Company or its
subsidiaries or any connection with any core connected person of our Company under the Listing
Rules as of the Latest Practicable Date; and (iii) that there are no other factors that may affect his
or her independence at the time of his or her appointments.
JOINT COMPANY SECRETARIES
Mr. Y ang Zhuo (เՙ), was appointed as one of the joint company secretaries of our Company
on April 18, 2025. For biographical details of Mr. Y ang Zhuo, see “— Board of Directors —
Executive Directors.”
Ms. Au Wing Sze ( ਜ൘་), was appointed as one of the joint company secretaries of our
Company on April 18, 2025. Ms. Au is a manager of the listing services department of TMF Hong
Kong Limited, responsible for providing corporate secretarial and compliance services to listed
companies. She has over 12 years of experience in the corporate secretarial field. Ms. Au is an
associate member of both The Hong Kong Chartered Governance Institute and The Chartered
Governance Institute in the United Kingdom. She holds a master of corporate governance from The
Open University of Hong Kong (currently known as Hong Kong Metropolitan University).
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BOARD COMMITTEES
Our Board delegates certain responsibilities to various committees. In accordance with the
relevant PRC laws and regulations and the Corporate Governance Code, Appendix C1 to the Listing
Rules, our Company has established four Board committees, namely the Audit Committee, the
Remuneration and Appraisal Committee, the Nomination Committee and the Strategy Committee.
Audit Committee
Our Company has established an Audit Committee with written terms of reference in
compliance with the requirements under the Listing Rules. The Audit Committee consists of three
Directors, namely Ms. Li Juan (ࢇMr. Xue Y ansong (֧ؒand Mr. Guo Bing ( ெΏ). The
chairperson of the Audit Committee is Ms. Li Juan (ࢇwho is the independent non-executive
Director with the appropriate accounting and related financial management expertise. The primary
duties of the Audit Committee include, among others:
 making recommendations to our Board on the appointment, reappointment and removal
of external auditor, and monitoring the external auditor’s independence and evaluating
the effectiveness of the audit process and their performance;
 monitoring integrity of our financial statements and annual report and accounts,
half-year report and, if prepared for publication, quarterly reports, and reviewing
significant financial reporting judgements contained therein;
 assessing the effectiveness of internal control;
 guiding internal audit work;
 coordinating the communication among management, internal audit department, related
departments and external audit agency; and
 other responsibilities as authorized by our Board or required by the relevant laws and
regulations.
Remuneration and Appraisal Committee
Our Company has established a Remuneration and Appraisal Committee with written terms of
reference in compliance with the requirements under the Listing Rules. The Remuneration and
Appraisal Committee consists of three Directors, namely Mr. Xue Y ansong (֧ؒMs. Li Juan
(ࢇand Mr. Xie Peng ( ᑽᘄ). The chairperson of the Remuneration and Appraisal Committee is
Mr. Xue Y ansong (֧ؒThe primary duties of the Remuneration and Appraisal Committee
include, among others:
 making recommendations to our Board on the policy and structure for the remuneration
of Directors, Supervisors and senior management and on the establishment of a formal
and transparent procedure for developing remuneration policy;
 determining, with delegated responsibility, the remuneration packages of individual
executive Directors, Supervisors and senior management, or making recommendations
to our Board on the remuneration packages of individual executive Directors,
Supervisors and senior management;
 making recommendations to our Board on the remuneration of non-executive Directors;
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 reviewing and approving compensation payable to executive Directors, Supervisors and
senior management of our Company for any loss or termination of office or appointment
to ensure that it is consistent with contractual terms and is otherwise fair and not
excessive;
 reviewing and approving compensation arrangements relating to dismissal or removal of
Directors for misconduct to ensure that they are consistent with contractual terms and
are otherwise reasonable and appropriate; and
 other responsibilities as authorized by our Board or required by the relevant laws and
regulations.
Nomination Committee
Our Company has established a Nomination Committee with written terms of reference in
compliance with the requirements under the Listing Rules. The Nomination Committee consists of
three members, namely Ms. Huang Xiaonan (یMs. Li Juan (ࢇand Mr. Xue Y ansong ( ᑡ
֧ؒThe chairperson of the Nomination Committee is Ms. Huang Xiaonan (یThe primary
duties of the Nomination Committee include, among others:
 reviewing the structure, size and composition (including the skills, knowledge and
experience) of our Board at least annually, and making recommendations on any
proposed changes to our Board to complement our Company’s corporate strategy;
 identifying individuals who are suitably qualified to become Board members and
selecting or making recommendations to our Board on the selection of individuals
nominated for directorships;
 assessing the independence of independent non-executive Directors;
 researching and developing standards and procedures for the election of our Board
members and members of the senior management, and making recommendations to our
Board; and
 other responsibilities as authorized by our Board or required by the relevant laws and
regulations.
Strategy Committee
Our Company has established a Strategy Committee with written terms of reference. The
Strategy Committee consists of three members, namely Ms. Huang Xiaonan (یMr. Huang
Hao (؀and Mr. Xie Peng ( ᑽᘄ). The chairperson of the Strategy Committee is Ms. Huang
Xiaonan (یThe primary duties of the Strategy Committee include, among others:
 studying and making recommendations on our long-term development strategic plans;
 studying and making recommendations on major investment and financing plans which
are required to be approved by our Board under the Articles of Association;
 studying and making recommendations on major capital operation and asset
management projects which are required to be approved by our Board under the Articles
of Association;
 researching and making recommendations on other major matters affecting the
development of our Company;
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 examining the implementation of the above matters;
 studying and making recommendations on our sustainable development and ESG-related
policies; and
 other responsibilities as authorized by our Board or required by the relevant laws and
regulations.
CORPORATE GOVERNANCE
Our Company is committed to achieving high standards of corporate governance which are
crucial to our development and safeguard the interests of our Shareholders. To accomplish this, we
expect to comply with the corporate governance requirements under the Corporate Governance
Code set out in Appendix C1 to the Listing Rules after the Listing.
Pursuant to code provision C.2.1 in the Corporate Governance Code as set out in Appendix
C1 to the Listing Rules, the roles of chairperson and chief executive should be separate and should
not be performed by the same individual. Ms. Huang is currently serving as the chairwoman of our
Board and the general manager of our Company. As Ms. Huang is the co-founder of our Group and
has been managing our business and overall strategic planning since its establishment, our Directors
believe that vesting the roles of chairwoman and general manager in Ms. Huang is beneficial to the
business prospects and management of our Group by ensuring consistent leadership within our
Group. Taking into account all the corporate governance measures that we are going to implement
upon Listing, our 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. Accordingly, our Company had not segregated the
roles of its chairperson and general manager. Our Board will continue to review and consider
splitting the roles of chairperson of our Board and the general manager of our Company at an
appropriate time if necessary, taking into account the circumstances of our Group as a whole.
Saved as disclosed above, as of the Latest Practicable Date and to the best of the knowledge,
information and belief of our Directors, having made all reasonable enquiries, our Directors are not
aware of any deviation from provisions in the Corporate Governance Code as set out in Appendix
C1 to the Listing Rules.
BOARD DIVERSITY
We are committed to promoting the culture of diversity in our Company. We have strived to
promote diversity to the extent practicable by taking into consideration a number of factors in our
corporate governance structure.
We have adopted a board diversity policy which sets out the approach to achieve and maintain
an appropriate balance of diversity on our Board that would be conducive to our business growth.
Selection of candidates will be based on a range of diversity perspectives, including but not limited
to gender, age, cultural and educational background, ethnicity, professional experience, skills,
knowledge and length of service. The ultimate appointment decisions will be based on merits and
contribution that the selected candidates will bring to our Board.
Our Directors have a balanced mix of knowledge and skills, including but not limited to
corporate governance, marketing, customer management, computer science, artificial intelligence,
investment, accounting and financial management. They obtained degrees in various majors,
including but not limited to business administration, international politics, computer applications,
electronic engineering, accounting and economics. We have three independent non-executive
Directors with different industry backgrounds, representing one-third of our Board. Furthermore,
our Board has a diverse age and gender representation, ranging from 43 years old to 57 years old
and comprising three female Directors. Taking into account our existing business mode and specific
needs as well as the different background of our Directors, we are of the view that the composition
of our Board satisfies our board diversity policy. We will continue to apply the principles of
appointments based on merits with reference to our board diversity policy as a whole.
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Our Nomination Committee is responsible for reviewing the structure and ensuring the
diversity of our Board. After the Listing, our Nomination Committee will monitor and evaluate the
implementation of the board diversity policy from time to time to ensure its continued effectiveness
and we will disclose in our corporate governance report about the implementation of the board
diversity policy on annual basis.
COMPENSATION OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
Our Directors, Supervisors and senior management members receive compensation from our
Company in the form of salaries, allowances, benefits in kind and retirement scheme contributions.
The aggregate amounts of remuneration (including salaries, allowances, benefits in kind and
retirement scheme contributions) paid to our Directors and Supervisors for the years ended
December 31, 2023, 2024 and 2025 were RMB3.9 million, RMB4.9 million and RMB6.3 million,
respectively.
The five highest paid individuals for the years ended December 31, 2023, 2024 and 2025
included nil Director. For the years ended December 31, 2023, 2024 and 2025, the aggregate amount
of remuneration (including salaries, other emoluments and retirement scheme contributions) for the
five highest paid individuals were RMB10.9 million, RMB13.4 million and RMB14.9 million,
respectively.
It is estimated that remuneration equivalent to approximately RMB5.8 million in aggregate
will be paid to our Directors and Supervisors (inclusive of benefits in kind but exclusive of any
discretionary bonuses) by our Company for the year ending December 31, 2026 based on the
arrangements currently in force.
No remuneration was paid by our Company to our Directors, Supervisors or the five highest
paid individuals as inducement to join or upon joining our Company or as a compensation for loss
of office during the Track Record Period. Furthermore, none of our Directors or Supervisors had
waived or agreed to waive any remuneration during the Track Record Period.
COMPLIANCE ADVISOR
We have appointed First Shanghai Capital Limited as the compliance advisor pursuant to Rule
3A.19 of the Listing Rules, and the compliance advisor will advise our Company in the following
circumstances:
 before the publication of any regulatory announcement, circular or financial report;
 where a transaction, which might be a notifiable or connected transaction under the
Listing Rules, is contemplated, including share issues and share repurchases;
 where our Company proposes to use the proceeds of the Global Offering in a manner that
is different from that detailed in this prospectus or where our business activities,
developments or results deviate from any forecasts, estimates or other information in
this prospectus; and
 where the Stock Exchange makes an inquiry of our Company regarding unusual
movements in the price or trading volume of the Shares, the possible development of a
false market in the Shares or any other matters under Rule 13.10 of the Listing Rules.
The term of the appointment of the compliance advisor will commence on the Listing Date and
is expected to end on the date when our Company distributes the annual report of its financial
results for the first full financial year commencing after the Listing Date.
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So far as our Directors are aware, immediately following the completion of the Global
Offering, the following persons will have or be deemed or taken to have an interest and/or short
positions in the Shares or the underlying Shares of our Company which would fall to be disclosed
to our Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of
the SFO, or will be, directly or indirectly, interested in 10% or more of the nominal value of any
class of share capital carrying rights to vote in all circumstances at the general meetings our
Company:
Shares held as of the Latest Practicable Date
Shares held immediately following the
completion of the Global Offering (1)
Name of
Shareholder Nature of interest Number
Description
of Shares
Approximate
percentage of
shareholding in
our total issued
share capital Number
Description
of Shares
Approximate
percentage of
shareholding in
our total issued
share capital
Ms. Huang (2) /H1118/H1118/H1118Beneficial interest 17,102,230 Unlisted Shares 20.96% 17,102,230 H Shares 18.86%
Interest of a
concert party
12,051,502 Unlisted Shares 14.77% 12,051,502 H Shares 13.29%
Mr. Xie (2) /H1118/H1118/H1118/H1118/H1118Beneficial interest 12,051,502 Unlisted Shares 14.77% 12,051,502 H Shares 13.29%
Interest of a
concert party
17,102,230 Unlisted Shares 20.96% 17,102,230 H Shares 18.86%
Mr. Huang Hao
(؀3)(4) /H1118/H1118/H1118/H1118
Interest in
controlled
corporations
14,272,831 Unlisted Shares 17.49% 14,272,831 H Shares 15.74%
Chord Capital
(3)(4) /H1118Interest in
controlled
corporations
14,272,831 Unlisted Shares 17.49% 14,272,831 H Shares 15.74%
Beijing Radio &
Television
Station
(3)(4) /H1118/H1118/H1118
Interest in
controlled
corporations
14,272,831 Unlisted Shares 17.49% 14,272,831 H Shares 15.74%
Beijing
Broadcasting
Group
(3)(4) /H1118/H1118/H1118/H1118
Interest in
controlled
corporations
14,272,831 Unlisted Shares 17.49% 14,272,831 H Shares 15.74%
Beijing Time
(3) /H1118/H1118Interest in a
controlled
corporation
11,455,282 Unlisted Shares 14.04% 11,455,282 H Shares 12.63%
Beijing Heyin
(3) /H1118/H1118Beneficial interest 11,455,282 Unlisted Shares 14.04% 11,455,282 H Shares 12.63%
China Mobile
Limited (5) /H1118/H1118/H1118/H1118
Interest in a
controlled
corporation
8,911,265 Unlisted Shares 10.92% 8,911,265 H Shares 9.83%
CMC
(5) /H1118/H1118/H1118/H1118/H1118/H1118Interest in a
controlled
corporation
8,911,265 Unlisted Shares 10.92% 8,911,265 H Shares 9.83%
National
Development
(5) /H1118
Interest in a
controlled
corporation
8,911,265 Unlisted Shares 10.92% 8,911,265 H Shares 9.83%
China Mobile
Guotou
(5) /H1118/H1118/H1118/H1118
Interest in a
controlled
corporation
8,911,265 Unlisted Shares 10.92% 8,911,265 H Shares 9.83%
China Mobile
Fund
(5) /H1118/H1118/H1118/H1118/H1118
Beneficial interest 8,911,265 Unlisted Shares 10.92% 8,911,265 H Shares 9.83%
Mr. Zhang Wei
(ੵ⑸)(6) /H1118/H1118/H1118/H1118/H1118
Interest in a
controlled
corporation
8,372,938 Unlisted Shares 10.26% 8,372,938 H Shares 9.23%
Beneficial interest 263,504 Unlisted Shares 0.32% 263,504 H Shares 0.29%
SUBSTANTIAL SHAREHOLDERS
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Shares held as of the Latest Practicable Date
Shares held immediately following the
completion of the Global Offering (1)
Name of
Shareholder Nature of interest Number
Description
of Shares
Approximate
percentage of
shareholding in
our total issued
share capital Number
Description
of Shares
Approximate
percentage of
shareholding in
our total issued
share capital
Mr. Zhao Y ufei
(࠭6) /H1118/H1118/H1118
Interest in a
controlled
corporation
8,372,938 Unlisted Shares 10.26% 8,372,938 H Shares 9.23%
Ms. Zhao Xiaoling
(ޛ)H1118/H1118/H1118/H1118/H1118
Interest in a
controlled
corporation
8,372,938 Unlisted Shares 10.26% 8,372,938 H Shares 9.23%
Dade Hongtao
(6) /H1118/H1118Interest in a
controlled
corporation
8,372,938 Unlisted Shares 10.26% 8,372,938 H Shares 9.23%
Jiaxing Yingfei
(6) /H1118Interest in a
controlled
corporation
8,372,938 Unlisted Shares 10.26% 8,372,938 H Shares 9.23%
Forward
Maoshang
(6) /H1118/H1118/H1118
Beneficial interest 8,372,938 Unlisted Shares 10.26% 8,372,938 H Shares 9.23%
Mr. Tian Futai
(͞బ⌹)(7) /H1118/H1118/H1118
Interest in a
controlled
corporation
7,405,007 Unlisted Shares 9.07% 7,405,007 H Shares 8.17%
Shanghai
Maoyao
(7) /H1118/H1118/H1118/H1118
Beneficial interest 7,405,007 Unlisted Shares 9.07% 7,405,007 H Shares 8.17%
Notes:
(1) The calculation is based on the total number of 90,679,175 H Shares in issue immediately after completion of the
Global Offering and the Conversion of all Unlisted Shares into H Shares.
(2) On July 13, 2016, Ms. Huang and Mr. Xie entered into acting-in-concert agreement, pursuant to which they agreed
to, for so long as they are Shareholders of our Company, communicate thoroughly to reach a consensus as to how to
exercise their voting rights in our Company and act in concert by aligning their votes at the relevant Shareholders’
meetings. In the event that they could not reach a consensus as to how to exercise their voting rights, Mr. Xie agreed
to follow the directions of Ms. Huang. See “History, Development and Corporate Structure — Acting-in-Concert
Agreement” for more details. Therefore, each of Ms. Huang and Mr. Xie is deemed to be interested in the Shares each
other has interest in.
(3) Beijing Chord Capital Management Co., Ltd. (ʮ̡)( “ Chord Capital ”) is the general partner
of Beijing Heyin, which is controlled by Mr. Huang Hao as to 85%. Furthermore, Beijing Broadcasting Group Co.,
Ltd. (ʮ̡)( “ Beijing Broadcasting Group ”) and Beijing Time Co., Ltd. (ʮ̡)
(“Beijing Time ”) holds 42.80% and 41.69% of the partnership interest in Beijing Heyin, respectively. Beijing
Broadcasting Group is wholly owned by Beijing Radio & Television Station ( ̏ԯᄿᅧཥൖ̨), while Beijing Time
is also controlled by Beijing Radio & Television Station as to 67.82%. Therefore, each of Mr. Huang Hao, Chord
Capital, Beijing Radio & Television Station, Beijing Broadcasting Group and Beijing Time is deemed to be interested
in the Shares directly held by Beijing Heyin.
(4) The general partner of Beijing BGWG is Chord Capital, which is controlled by Mr. Huang Hao as to 85%.
Furthermore, Beijing Broadcasting Group is a limited partner of Beijing BGWG holding 49.58% partnership interest
therein, which is wholly owned by Beijing Radio & Television Station. Therefore, each of Mr. Huang Hao, Chord
Capital, Beijing Radio & Television Station and Beijing Broadcasting Group is also deemed to be interested in the
Shares directly held by Beijing BGWG.
(5) The general partner of China Mobile Fund is China Mobile Guotou Innovative Investment Management Co., Ltd. ( ʕ
ʮ̡)( “China Mobile Guotou ”). Furthermore, China Mobile Communication Co., Ltd. ( ʕ
ʮ̡)( “ CMC”) and National Development and Investment Group Co., Ltd. (ࠢ
ʮ̡)( “ National Development ”) holds 55.42% and 36.95% of the partnership interest in China Mobile Fund. CMC
is wholly owned by China Mobile Limited (ʮ̡), a company listed on the Stock Exchange (Stock
Code: 941 (HKD Counter) and 80941 (RMB Counter)). National Development is wholly owned by the SASAC.
Therefore, each of China Mobile Limited, CMC, National Development and China Mobile Guotou is deemed to be
interested in the Shares directly held by China Mobile Fund.
SUBSTANTIAL SHAREHOLDERS
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(6) Mr. Zhang Wei is the general partner of Forward Maoshang, and Jiaxing Yingfei Investment Center (Limited
Partnership) (ҳ༟ʕː(Υྫ)) (“ Jiaxing Yingfei ”) is a limited partner of Forward Maoshang holding
62.50% partnership interest therein. The general partner of Jiaxing Yingfei is Beijing Dade Hongtao Asset
Management Co., Ltd. (ʮ̡)( “ Dade Hongtao ”), which is controlled by Ms. Zhao
Xiaoling as to 70%, and Mr. Zhao Y ufei is a limited partner of Jiaxing Yingfei holding 79.60% partnership interest
therein. Therefore, each of Mr. Zhang Wei, Mr. Zhao Y ufei, Ms. Zhao Xiaoling, Dade Hongtao and Jiaxing Yingfei
is deemed to be interested in the Shares directly held by Forward Maoshang.
(7) Mr. Tian Futai is the general partner of Shanghai Maoyao, and therefore is deemed to be interested in the Shares
directly held by Shanghai Maoyao.
Save as disclosed above and in “Statutory and General Information — C. Further Information
about Our Directors, Supervisors and Substantial Shareholders” in Appendix VI to this prospectus,
our Directors are not aware of any person who will, immediately following the completion of the
Global Offering, have an interest or short position in the Shares or underlying Shares which will be
required to be disclosed to our Company and the Stock Exchange under the provisions of Division
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 share capital carrying rights to vote in all circumstances at the general
meetings of our Company.
SUBSTANTIAL SHAREHOLDERS
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OUR SHARE CAPITAL
Immediately before the Global Offering
As of the Latest Practicable Date, the registered capital of our Company was RMB81,611,175,
comprising 81,611,175 Unlisted Shares with a nominal value of RMB1.00 each.
Upon Completion of the Global Offering
Immediately following completion of the Global Offering and the Conversion of Unlisted
Shares into H Shares, the share capital of our Company will be as follows:
Description of Shares Number of Shares
Approximate % of
the enlarged issued
share capital after
the Global
Offering
H Shares to be converted from Unlisted Shares /H1118/H1118/H1118/H111881,611,175 90.00%
H Shares to be issued pursuant to the
Global Offering /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/H11189,068,000 10.00%
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/H111890,679,175 100%
RANKING
Upon completion of the Global Offering and the Conversion of Unlisted Shares into H Shares,
all our Shares will be H Shares.
Apart from certain qualified domestic institutional investors in the PRC, qualified PRC
investors under the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock
Connect and other persons entitled to hold our H Shares pursuant to the relevant PRC laws and
regulations or upon approval by any competent authorities, H Shares generally may not be
subscribed for by, or traded between, legal or natural persons of the PRC.
Our H Shares and Unlisted Shares are all ordinary Shares in the share capital of our Company,
and are regarded as one class of Shares under our Articles of Association. They will rank pari passu
with each other in all other respects and, in particular, will rank equally for all dividends or
distributions declared, paid or made after the date of this prospectus. Dividends in respect of our
Shares may be paid by us in Hong Kong dollars or Renminbi. In addition to cash, dividends may
be distributed in the form of Shares.
CIRCUMSTANCES UNDER WHICH GENERAL MEETING ARE REQUIRED
Our Company will have only one class of Shares upon completion of the Global Offering,
namely ordinary Shares, and each carry the same rights in all respects with the other Shares. For
details of circumstances under which our Shareholders’ general meetings are required, see
“Summary of Principal Laws and Regulations” in Appendix IV to this prospectus and “Summary of
the Articles of Association” in Appendix V to this prospectus.
CONVERSION OF OUR UNLISTED SHARES INTO H SHARES
Upon completion of the Global Offering, if any of our Shares are not listed or traded on any
stock exchange, the holders of such Unlisted Shares may convert their Shares into H Shares
provided that such conversion shall have gone through the requisite internal approval process and
complied with the regulations prescribed by the securities regulatory authorities of the State
SHARE CAPITAL
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Council and the regulations, requirements and procedures prescribed by the overseas stock
exchange(s) and complete the filing process procedure with CSRC. The listing of such converted
Shares on the Stock Exchange will also require the approval of the Stock Exchange.
In accordance with the Guidelines on Application for “Full Circulation” of Domestic Unlisted
Shares of H-share Companies ( H΅͡ሗ“ஷ”ˏ)( “ Full
Circulation Guidelines ”) published and implemented by the CSRC on November 14, 2019 and
amended on August 10, 2023 and the Overseas Listing Trial Measures, domestic unlisted shares of
H-share companies (including domestic unlisted shares held by domestic shareholders prior to the
overseas listing, domestic unlisted shares further issued in the PRC after the overseas listing and
unlisted shares held by foreign shareholders) could be listed and traded on the Stock Exchange after
application to file with the CSRC. The Full Circulation Guidelines are applicable to domestic
companies listed on the Stock Exchange only and not applicable to companies dual listed in the PRC
and on the Stock Exchange.
Upon completion of the Global Offering, all the existing Unlisted Shares held by our
Shareholders will be converted into H Shares on a one-for-one basis. The conversion of these
Unlisted Shares into H Shares has been filed with the CSRC and the CSRC issued notice of filing
on February 13, 2026 and an application has been made to the Listing Committee for such H Shares
to be listed on the Stock Exchange.
Based on the procedures for the conversion of our Unlisted Shares into H Shares as disclosed
in this section, we can apply for the listing of our Unlisted Shares on the Stock Exchange as H
Shares in advance of any proposed conversion to ensure that the conversion process can be
completed promptly upon notice to the Stock Exchange and delivery of Shares for entry on the H
Share register. As any listing of additional Shares after our initial Listing on the Stock Exchange
is ordinarily considered by the Stock Exchange to be a purely administrative matter, it will not
require such prior application for listing at the time of our initial Listing in Hong Kong.
No class Shareholder voting is required for the listing and trading of the converted Shares on
the Stock Exchange. Any application for listing of the converted Shares on the Stock Exchange after
our initial Listing is subject to prior notification by way of announcement to inform Shareholders
and the public of such proposed conversion.
After all the requisite approvals have been obtained, the following procedures will need to be
completed: the relevant Unlisted Shares will be withdrawn from the Share register and we will
re-register such Shares on our H Share register maintained in Hong Kong and instruct the H Share
Registrar to issue H Share certificates. Registration on our H Share register will be on the conditions
that (a) our H Share Registrar lodges with the Stock Exchange a letter confirming the proper entry
of the relevant H Shares on the H Share register of members and the due dispatch of H Share
certificates; and (b) the admission of the H Shares to be traded on the Stock Exchange will comply
with the Listing Rules and the General Rules of HKSCC and the HKSCC Operational Procedures
in force from time to time. Until the converted Shares are re-registered on our H Share register, such
Shares would not be listed as H Shares.
For further details, see “Risk Factors — Risks Relating to the Global Offering — Future sales
or perceived sales of substantial amounts of our securities in the public market, including any future
public offering in the PRC, could have a material adverse effect on the prevailing market price of
our H Shares and our ability to raise additional capital in the future, or may result in dilution of your
shareholdings.”
TRANSFER OF SHARES ISSUED PRIOR TO THE GLOBAL OFFERING
Pursuant to the PRC Company Law, our Shares issued prior to the Listing shall not be
transferred within 12 months from the Listing Date.
SHARE CAPITAL
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Shares transferred by our Directors and members of the senior management each year during
their term of office shall not exceed 25% of their total respective shareholdings in our Company
unless otherwise permitted by applicable laws and regulations. The Shares held by the
aforementioned persons cannot be transferred within half a year after they leave their positions as
Directors and members of senior management of our Company. The Articles of Association may
contain other restrictions on the transfer of the Shares held by our Directors and members of senior
management of our Company.
GENERAL MANDATE TO ISSUE SHARES AND REPURCHASE SHARES
Subject to the Global Offering becoming unconditional, our Directors have been granted
general mandates to issue and repurchase our Shares. For further details, see “Statutory and General
Information — A. Further Information about Our Group — 4. Resolutions Passed by Our
Shareholders’ Meeting in Relation to the Global Offering” in Appendix VI to this prospectus.
RESTRICTIONS ON SHARES NOT LISTED ON THE OVERSEAS STOCK EXCHANGE
According to the Notice on Adjustment of Business Acceptance of Registration and
Depository of Non-Overseas Listed Shares of Overseas Listed Companies (ڢ
) and Business Guidelines for the Registration and
Depository of Non-Overseas Listed Shares of Overseas Listed Companies (ྤ̮
), our Company is required to register and deposit our Shares that are
not listed on the overseas stock exchange with the China Securities Depository and Clearing
Corporation Limited after the Global Offering.
SHARE CAPITAL
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You should read the following discussion and analysis in conjunction with our
consolidated financial statements as of and for the years ended December 31, 2023, 2024 and
2025 included in the Accountants’ Report set forth in Appendix I to this prospectus, together
with the accompanying notes. Our consolidated financial statements have been prepared in
accordance with IFRS Accounting Standards.
The following discussion and analysis contain forward-looking statements that reflect
our current views with respect to future events and financial performance that involve risks
and uncertainties. These statements are based on assumptions and analysis made by us in
light of our experience and perception of historical events, current conditions and expected
future developments, as well as other factors that 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. In evaluating
our business, you should carefully consider the information provided in the sections headed
“Risk Factors” and “Business” in this prospectus.
OVERVIEW
We provide intelligent marketing services to enterprises by leveraging AI technologies
through our proprietary AI application products. Combining AI algorithms, industry expertise, and
multimodal data, we empower enterprises to make intelligent and automated decisions across
marketing and sales. Our products and services help enterprises drive sharper, faster, and more
scalable decision-making outcomes. During the Track Record Period, we delivered intelligent
advertising services and intelligent data management through our two flagship platforms,
AlphaDesk and AlphaData, respectively.
During the Track Record Period, we generated our revenue from the provision of (i) intelligent
advertising services, and (ii) intelligent data management. Our revenue amounted to RMB611.2
million, RMB537.9 million and RMB576.6 million in 2023, 2024 and 2025, respectively.
BASIS OF PRESENTATION
Our Company was incorporated in the PRC as a limited liability company on April 30, 2009,
and was converted into a joint stock company with limited liability on October 21, 2015. For details,
please see “History, Development and Corporate Structure.” The historical financial information of
our Group has been prepared in accordance with IFRS Accounting Standards issued by the IASB.
The IASB has issued a number of new and revised IFRS Accounting Standards. For the purpose of
preparing the historical financial information, our Group has adopted all applicable new and revised
IFRS Accounting Standards to the Track Record Period, except for any new standards or
interpretations that are not yet effective for the Track Record Period. The revised and new
accounting standards and interpretations issued but not yet effective for the Track Record Period are
set out in Note 26 to the Accountants’ Report set out in Appendix I to this prospectus. All applicable
effective standards, amendments to standards and interpretation, mandatory for any financial year
during the Track Record Period, are consistently applied to our Group throughout the Track Record
Period.
FINANCIAL INFORMATION
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KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our results of operations have been, and are expected to continue to be, affected by a number
of factors, which primarily include the following:
Development of the Decision-making AI Application Market in China
We operate in the rapidly growing and highly competitive decision-making AI application
market. Our results of operations and financial condition have been, and are expected to continue
to be, significantly influenced by the development of this industry, as well as by broader economic
conditions in China. According to Frost & Sullivan, the market size of the decision-making AI
application market in China in terms of revenue experienced significant growth from RMB10.6
billion in 2020 to RMB34.5 billion in 2024 at a CAGR of 34.3% from 2020 to 2024, and is expected
to reach RMB161.5 billion in 2029 at a CAGR of 36.2% from 2024 to 2029.
The overall performance of the decision-making AI application sector in China is subject to
various factors, including fluctuations in the broader economy, changes in governmental
regulations, technological advancements, and shifting customer demands.
We have benefited from the increasing digital transformation needs of enterprises, the
exponential growth in data volumes, and continuous advancements in AI technologies, all of which
position us well to capture the tremendous opportunities created by industry uptrends. However, any
deterioration in industry conditions, such as a slowdown in digital transformation adoption, changes
in regulatory policies, or unforeseen technological disruptions, could negatively impact the demand
for our products and services, potentially adversely affecting our financial performance and
operations.
Our Ability to Enrich AI Application Products and Maximize Monetization Potential
Our overall results of operations hinge on the product portfolio we offer to our customers,
addressing their evolving needs and bringing us a diversified stream of revenue. During the Track
Record Period, we generated revenue from providing intelligent advertising services and intelligent
data management.
During the Track Record Period, intelligent advertising services contributed a significant
proportion of revenue to us and affected our overall gross profit. Revenue generated from provision
of intelligent advertising services amounted to RMB491.9 million, RMB459.8 million and
RMB506.9 million in 2023, 2024 and 2025, respectively, accounting for 80.5%, 85.5% and 87.9%
of our total revenue for the same years. Gross profit of our intelligent advertising services amounted
to RMB150.8 million, RMB125.8 million and RMB126.0 million in 2023, 2024 and 2025,
respectively.
Intelligent data management business also contributed a substantial proportion of revenue
during the Track Record Period. Revenue generated from provision of intelligent data management
amounted to RMB119.3 million, RMB78.1 million and RMB69.7 million in 2023, 2024 and 2025,
respectively, accounting for 19.5%, 14.5% and 12.1% of our total revenue for the corresponding
years. Gross profit of our intelligent data management business amounted to RMB39.7 million,
RMB20.7 million and RMB21.2 million in 2023, 2024 and 2025, respectively.
The fluctuations in revenue contributions from intelligent advertising services and intelligent
data management business during the Track Record Period were primarily attributable to changes
in customer demand and budget allocations, which were, in turn, influenced by overall market
conditions and the macroeconomic environment. Our gross profit margin of provision of intelligent
advertising services fluctuated throughout the Track Record Period, primarily due to the changes in
FINANCIAL INFORMATION
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customer mix with various gross profit margin. The gross profit margin of our intelligent data
management business fluctuated during the Track Record Period, primarily due to changes in
customers’ purchasing preferences driven by their evolving demands.
We are constantly expanding and upgrading our product portfolio. We officially launched
Deep Agent in February 2025. Deep Agent further integrates advanced AI technologies into our
existing platforms, while also allowing us to explore new AI application products and expand our
capabilities in the broader AI space. We expect Deep Agent to become a powerful tool for
enterprises seeking to integrate LLMs and domain-specific machine-learning model capabilities
into their operations, thereby creating a new revenue stream for us and establishing a broader and
strong market presence.
Our Ability to Expand Customer Base, Explore Customer Potential, and Enhance Cross-
Selling
Our ability to expand customer base, explore customer purchasing potential, and enhance
cross-selling is a key driver of our financial performance and long-term business growth. The
success of our operations depends not only on retaining a high-quality customer base but also on
continuously expanding it by delivering innovative solutions that address evolving business needs
and increasing customer value through targeted upselling strategies.
For intelligent advertising services, our primary customers are advertisers and advertising
agencies, typically from high-spending sectors such as FMCG, retail, internet and beauty. As of
December 31, 2025, we served approximately 413 end customers in aggregate. With ongoing
product innovation, value-added service offerings, and enhanced customer service, this business
consistently delivered strong net dollar retention rates of over 85% throughout the Track Record
Period, reflecting the platform’s value and customer stickiness.
Intelligent data management business primarily targets large enterprises with significant
proprietary data assets, spanning industries such as e-commerce, FMCG, automotive, retail, beauty,
and hospitality. We served a total of 78 end customers as of December 31, 2025. By continuously
advancing our technology and expanding value-added services, we have unlocked greater customer
spending potential and achieved net dollar retention rates of over 80% throughout the Track Record
Period.
Furthermore, we have also demonstrated strong cross-selling capabilities across our
platforms, with 23 end customers procuring both AlphaDesk and AlphaData as of December 31,
2025.
Our ability to maintain and further expand our large and loyal customer base and enhance
customer spendings is dependent on a range of factors, including, among other things, our ability
to offer more products and services that address the needs of our customers, the strength of our
technologies, the effectiveness of our products, and the performance of our sales and marketing
efforts. We expect to continue to offer products with premium quality and introduce new products
addressing our customers’ evolving needs to ensure customer satisfaction and loyalty. Furthermore,
we also plan to tap into overseas markets, building on our technological strengths and deep industry
expertise.
Our Ability to Develop Innovative Technologies
Our ability to continuously strengthen the R&D of advanced technologies, especially in our
AI application products, plays a crucial role in maintaining our market position, driving ongoing
product development and innovation, and determining our financial performance. Our core
technologies lie in advanced AI algorithms, industry-specific and enterprise knowledge graph, and
data analytic capabilities. As a leading company in the decision-making AI application market, we
seek to further unleash the power of generative AI, machine learning and other advanced
FINANCIAL INFORMATION
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--- page 240 ---
technologies to refine our existing products and commercialize pipeline products. To do so, we must
retain and recruit R&D experts in these fields, while maintaining a healthy balance between revenue
and expenses by deploying innovative technologies in our workflow to improve R&D efficiency.
We have invested significant resources in our R&D efforts. Our research and development
expenses were RMB54.1 million, RMB56.3 million and RMB45.8 million in 2023, 2024 and 2025,
respectively, representing 8.8%, 10.5% and 7.9% of our total revenue for the same years,
respectively. Employee benefits expenses, which mainly represent the compensation we pay to our
R&D staff, were the major element of our overall research and development expenses. We expect
to continue to strengthen our talent pool by recruiting experts in AI and data science, as well as
experts with deep industry knowledge and experience in application scenarios, to achieve deeper
integration of AI technologies with our products and core business operations.
Our Ability to Optimize Cost Structure
While we value and encourage spending on innovation, our ability to achieve and maintain
profitability is dependent in part on our ability to control costs. Our cost of sales was RMB420.7
million, RMB391.3 million and RMB429.4 million in 2023, 2024 and 2025, respectively,
representing 68.8%, 72.7% and 74.5% of our total revenue for the same years, respectively. Our cost
of sales primarily consisted of media resources acquisition costs, staff costs, technical service fees,
as well as server and bandwidth infrastructure expenses.
Changes in any major component of our cost of sales and our overall cost structure could have
an impact on our gross profit and gross profit margin. For instance, the largest component of our
cost of sales was media resources acquisition costs, which amounted to RMB311.6 million,
RMB300.7 million and RMB355.9 million in 2023, 2024 and 2025, respectively, representing
74.0%, 76.9% and 83.0% of our total cost of sales for the same years, respectively. As media
resources suppliers are critical providers of media resources, our ability to secure stable, long-term
partnerships with them directly impacts the operational continuity of intelligent advertising
services, the efficiency of campaign delivery, and our cost structure. Strong supplier relationships
help ensure timely access to premium media resources, reduce procurement risks, and mitigate the
adverse effects of supply shortages or price volatility. We aim to deepen our collaborations with
media resources suppliers to enhance the stability and affordability of media resources supply and
optimize our cost structure.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We have identified certain accounting policies and accounting judgments and estimates that
we believe are significant to the preparation of our consolidated financial statements. Details of our
material accounting policy information are set out in Note 2 to the Accountants’ Report in Appendix
I to this prospectus. In addition, the preparation of financial statements in conformity with IFRS
Accounting Standards requires the use of certain critical accounting estimates and the exercise of
management’s judgment in applying our accounting policies. The areas involving a higher degree
of judgment or complexity, as well as areas where assumptions and estimates are significant to our
historical financial information, are disclosed in Note 3 to the Accountants’ Report in Appendix I
to this prospectus.
The estimates and associated assumptions are based on our historical experience and various
relevant factors that we believe are reasonable given the circumstances. These form the basis for
making judgments about matters that may not be readily apparent from other sources. When
reviewing our financial results, it is important to consider the following: (i) our selection of critical
accounting policies, (ii) the judgment and uncertainties involved in applying these policies, and (iii)
the sensitivity of reported results to changes in conditions and assumptions. Determining these
items requires management to exercise judgment based on the information and financial data that
may change in future periods. Therefore, actual results may differ from the estimates.
FINANCIAL INFORMATION
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DESCRIPTION OF KEY ITEMS OF CONSOLIDATED STATEMENTS OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
The following table sets forth key items of our consolidated statements of profit or loss and
other comprehensive income for the years indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Revenue /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/H1118611,190 537,870 576,563
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(420,731) (391,288) (429,362)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118190,459 146,582 147,201
Selling expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(46,401) (47,746) (45,742)
Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118(54,063) (56,344) (45,755)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(38,370) (30,289) (51,067)
Share of loss of associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (430) (1,852)
Other income and loss, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,523 8,532 5,032
Impairment loss (recognized)/reversed on
trade receivables, other receivables and
contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(661) 507 (282)
Profit from operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,487 20,812 7,535
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(272) (347) (318)
Profit before taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,215 20,465 7,217
Income tax (expense)/credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,557) 1,055 1,960
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,658 21,520 9,177
Other comprehensive income for the year
(after tax):
Item that will not be reclassified to profit or
loss:
Equity investments designated at fair
value through other comprehensive
income (“FVOCI”) – net change in fair
value /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(8,782) (4,586) (847)
Item that may be reclassified subsequently
to profit or loss:
Foreign operations – foreign currency
translation differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,223 733 (719)
Other comprehensive income for the year /H1118/H1118/H1118(7,559) (3,853) (1,566)
Total comprehensive income for the year /H1118 53,099 17,667 7,611
Profit for the year attributable to:
Equity shareholders of the Company /H1118/H1118/H1118/H1118/H111860,658 21,967 9,095
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (447) 82
60,658 21,520 9,177
Total comprehensive income for the year
attributable to:
Equity shareholders of the Company /H1118/H1118/H1118/H1118/H111853,099 18,114 7,529
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (447) 82
53,099 17,667 7,611
FINANCIAL INFORMATION
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Non-IFRS Measure
To supplement our financial information, which is presented in accordance with IFRS
Accounting Standards, we also provide adjusted net profit (non-IFRS measure) and adjusted net
profit margin (non-IFRS measure) as additional financial measures, which is not presented in
accordance with IFRS Accounting Standards (“ non-IFRS measure ”). We believe that this
non-IFRS measure (i) facilitates comparisons of operating performance from year to year by
eliminating potential impacts of certain items that our management does not consider to be
indicative of our operating performance; and (ii) provides useful information to investors in
understanding and evaluating our results of operations in the same manner it helped our
management. However, our presentation of adjusted net profit (non-IFRS measure) and adjusted net
profit margin (non-IFRS measure) may not be comparable to similarly titled measures presented by
other companies. The application of the non-IFRS measure has limitations as an analytical tool, and
you should not consider it in isolation from, or as substitute for analysis of, our results of operations
or financial condition as reported under IFRS Accounting Standards.
We define adjusted net profit (non-IFRS measure) as profit for the year adjusted by adding
back listing expenses in relation to our prior PRC listing plan and the Global Offering.
The following table reconciles our adjusted net profit (non-IFRS measure) and adjusted net
profit margin (non-IFRS measure) for the years indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Reconciliation of net profit to adjusted
net profit (non-IFRS measure)
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,658 21,520 9,177
Add:
Listing expenses in relation to the prior PRC
listing plan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,156 – –
Listing expenses in relation to Global
Offering /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– – 15,690
Adjusted net profit (non-IFRS
measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,814 21,520 24,867
Adjusted net profit margin (non-IFRS
measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811.6% 4.0% 4.3%
Revenue
Revenue by Business Line
During the Track Record Period, we generated our revenue from the provision of (i) intelligent
advertising services, and (ii) intelligent data management. For details, please see “Business — Our
Business Model.”
FINANCIAL INFORMATION
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The following table sets forth a breakdown of our revenue by business line for the years
indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Intelligent advertising services
– Revenue recognized on a
gross basis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118486,580 79.6 454,787 84.6 503,973 87.4
– Revenue recognized on a net
basis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,357 0.9 4,996 0.9 2,888 0.5
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118491,937 80.5 459,784 85.5 506,861 87.9
Intelligent data management /H1118/H1118/H1118/H1118119,253 19.5 78,086 14.5 69,702 12.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118611,190 100.0 537,870 100.0 576,563 100.0
Revenue Generated from Provision of Intelligent Advertising Services
Our revenue generated from provision of intelligent advertising services decreased from
RMB491.9 million in 2023 to RMB459.8 million in 2024, primarily due to (i) the postponement of
advertising budgets by certain non-domestic customers, resulting from adjustments in their
marketing schedules, and (ii) the tightened budgets of end customers in consumer sector amid
weakening consumer demand and a more challenging macroeconomic environment.
Our revenue generated from provision of intelligent advertising services increased from
RMB459.8 million in 2024 to RMB506.9 million in 2025, primarily driven by (i) the increased
advertising budgets of certain domestic customers in internet service sector; and (ii) the release of
advertising budgets that non-domestic customers had postponed in 2024.
Revenue generated from Provision of Intelligent Data Management
Our revenue generated from provision of intelligent data management decreased from
RMB119.3 million in 2023 to RMB78.1 million in 2024, and further decreased to RMB69.7 million
in 2025, primarily due to the tightened budgets of customers, particularly those in the traditional
automotive sector, as a result of challenging industry conditions.
FINANCIAL INFORMATION
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Revenue by Geographical Regions
Leveraging our established presence and success in Chinese Mainland, we have strategically
expanded our customer base into selected non-domestic markets, including Hong Kong, the United
Kingdom, the United States, and Singapore. We provided intelligent advertising services to
non-domestic customers during the Track Record Period. The following table sets out the
breakdown of our revenue by the geographical location of our customers for the years indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Chinese Mainland customers /H1118/H1118/H1118496,687 81.3 463,544 86.2 459,852 79.8
Non-domestic customers /H1118/H1118/H1118/H1118/H1118/H1118114,503 18.7 74,326 13.8 116,711 20.2
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118611,190 100.0 537,870 100.0 576,563 100.0
During the Track Record Period, the vast majority of our revenue was generated from Chinese
Mainland customers, which accounted for 81.3%, 86.2%, and 79.8% of our total revenue in 2023,
2024 and 2025, respectively. While our revenue generated from non-domestic customers accounted
for 18.7%, 13.8% and 20.2% of our total revenue in 2023, 2024 and 2025, respectively. Revenue
generated from non-domestic customers decreased from RMB114.5 million in 2023 to RMB74.3
million in 2024, primarily due to the postponement of certain advertising campaigns by some of our
non-domestic customers from the second half of 2024 to the first half of 2025, resulting from
adjustments in their marketing schedules. Due to this, our revenue generated from non-domestic
customers increased from RMB74.3 million in 2024 to RMB116.7 million in 2025.
Revenue by End Customer Types
During the Track Record Period, we served enterprise customers across a broad range of
industries. The following table sets out the breakdown of our revenue by the industries of end
customers for the years indicated.
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
FMCG, retail and beauty /H1118/H1118/H1118/H1118/H1118227,421 37.2 197,573 36.7 151,507 26.3
Internet service /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118141,114 23.1 164,453 30.6 217,777 37.8
Automotive /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111893,995 15.4 50,828 9.4 39,165 6.8
Energy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111890,700 14.8 71,354 13.3 106,221 18.4
Tourism /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,186 3.5 29,043 5.4 28,484 4.9
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,774 6.0 24,619 4.6 33,409 5.8
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118611,190 100.0 537,870 100.0 576,563 100.0
Note:
(1) Others primarily include education and telecommunication sectors.
During the Track Record Period, we generated a substantial portion of revenue from end
customers in FMCG, retail and beauty, internet service and energy industries, which together
accounted for 75.1%, 80.6% and 82.5% of our total revenue in 2023, 2024 and 2025, respectively.
FINANCIAL INFORMATION
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Cost of Sales
Cost of Sales by Nature
Our cost of sales primarily consists of (i) media resources acquisition costs paid to our media
resources suppliers in relation to our intelligent advertising services; (ii) staff costs representing
compensation for our business operation team; (iii) technical service fees paid for technology
outsourcing services, data services and other supporting facilities related to our intelligent data
management business; (iv) server and bandwidth infrastructure expenses allocated to our product
and service delivery; and (v) others.
The following table sets forth a breakdown of our cost of sales by nature for the years
indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Media resources acquisition
costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118311,550 74.0 300,710 76.9 355,861 83.0
Staff costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871,619 17.0 62,171 15.9 48,655 11.3
Technical service fees /H1118/H1118/H1118/H1118/H1118/H1118/H111819,601 4.7 9,265 2.4 8,753 2.0
Server and bandwidth
infrastructure expenses /H1118/H1118/H1118/H1118/H111810,310 2.5 13,340 3.4 10,897 2.5
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,651 1.8 5,802 1.4 5,196 1.2
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118420,731 100.0 391,288 100.0 429,362 100.0
Note:
(1) Others mainly comprise rental and property management fees allocated to our business operation team, travel
and transportation expenses.
Our cost of sales decreased by 7.0% from RMB420.7 million in 2023 to RMB391.3 million
in 2024, primarily due to (i) a decrease of RMB10.8 million in media resources acquisition costs,
which was in line with the decrease in revenue from provision of intelligent advertising services due
to reduced and deferred advertising budgets by our customers in 2024; (ii) a decrease of RMB10.3
million in technical service fees, which corresponded with the decline in revenue from provision of
intelligent data management as a result of tightened budgets among customers; and (iii) a decrease
of RMB9.4 million in staff costs, which was in line with the downsized scale of our business
operation team.
Our cost of sales increased by 9.7% from RMB391.3 million in 2024 to RMB429.4 million in
2025. This increase was primarily due to an increase of RMB55.2 million in media resources
acquisition costs in line with the increase in revenue from provision of intelligent advertising
services, which was partially offset by a decrease of RMB13.5 million in staff costs, mainly
resulting from a reduction in implementation personnel for our intelligent data management
business.
FINANCIAL INFORMATION
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Cost of Sales by Business Line
The following table sets forth a breakdown of our cost of sales by business line for the years
indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Intelligent advertising services /H1118/H1118341,162 81.1 333,941 85.3 380,815 88.7
Intelligent data management /H1118/H1118/H1118/H111879,569 18.9 57,347 14.7 48,547 11.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118420,731 100.0 391,288 100.0 429,362 100.0
Our cost of sales fluctuated in line with revenue fluctuation during the Track Record Period.
Cost of sales attributable to the provision of intelligent advertising services reflected the business
scale and advertising activity of our customers and consistently accounted for the majority of our
total cost of sales.
Gross Profit and Gross Profit Margin
Gross Profit and Gross Profit Margin by Business Line
The following table sets forth a breakdown of our gross profit and gross profit margin by
business line for the years indicated:
Y ear ended December 31,
2023 2024 2025
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
RMB’000 % RMB’000 % RMB’000 %
Intelligent advertising services /H1118/H1118150,775 30.7 125,843 27.4 126,046 24.9
Intelligent data management /H1118/H1118/H1118/H111839,684 33.3 20,739 26.6 21,155 30.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118190,459 31.2 146,582 27.3 147,201 25.5
During the Track Record Period, our gross profit margin declined primarily due to changes in
revenue mix and the difference in the gross profit margins across our business lines.
Intelligent Advertising Services
Our intelligent advertising services contributed a substantial proportion of our total gross
profit during the Track Record Period. Our gross profit margin of provision of intelligent
advertising services declined throughout the Track Record Period, primarily due to a shift in
customer mix, with a higher proportion of customers from the internet sector, who typically
generate relatively lower gross profit margins.
Intelligent Data Management
The gross profit margin of our intelligent data management business declined from 33.3% in
2023 to 26.6% in 2024, primarily due to changes in customers’ purchasing preferences driven by
their evolving demands. In general, standardized platform offerings yield higher gross profit
margins, while localized implementation and operational maintenance services have lower margins
due to their higher associated costs. The gross profit margin of our intelligent data management
business increased from 26.6% in 2024 to 30.4% in 2025, primarily due to the optimization of our
implementation team, which led to a reduction in staff costs associated with this business line.
FINANCIAL INFORMATION
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Gross Profit and Gross Profit Margin by Geographical Regions
The following table sets forth the breakdown of gross profit and gross profit margin by the
geographical location of customers for the years indicated:
Y ear ended December 31,
2023 2024 2025
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
RMB’000 % RMB’000 % RMB’000 %
Chinese Mainland customers /H1118/H1118/H1118140,896 28.4 115,368 24.9 89,821 19.5
Non-domestic customers /H1118/H1118/H1118/H1118/H1118/H111849,563 43.3 31,214 42.0 57,380 49.2
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118190,459 31.2 146,582 27.3 147,201 25.5
The customers from Chinese Mainland was the primary contributor to our gross profit during
the Track Record Period, broadly in line with its share of total revenue. However, our gross profit
margin of non-domestic customers was generally higher than that of Chinese Mainland, primarily
because non-domestic customers demonstrated greater pricing acceptance, as their pricing
expectations were benchmarked against those adopted by overseas service providers. Our gross
profit margin of Chinese Mainland customers decreased in 2025 as compared with 2024, primarily
due to a higher revenue contribution from internet service sector customers, who typically have
stringent KPI assessment requirements and thus incur higher media resources acquisition costs,
putting pressure on margins.
Selling Expenses
Our selling expenses primarily consist of (i) employee benefit expenses; (ii) entertainment
expenses in relation to our selling activities; (iii) marketing expenses in relation to our marketing
activities; (iv) travel and transportation expenses incurred by our sales staff; and (v) others.
The following table sets forth a breakdown of our selling expenses for the years indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Employee benefit expenses /H1118/H1118/H1118/H111837,574 81.0 37,463 78.5 34,730 75.9
Entertainment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H11183,084 6.6 3,743 7.8 3,885 8.5
Marketing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,769 6.0 2,338 4.9 3,962 8.7
Travel and transportation
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,232 2.7 887 1.9 645 1.4
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,742 3.7 3,315 6.9 2,520 5.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111846,401 100.0 47,746 100.0 45,742 100.0
Note:
(1) Others mainly comprise rental and property management fees attributable to sales force operations, and office
expenses.
FINANCIAL INFORMATION
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Research and Development Expenses
Our research and development expenses primarily consist of employee benefit expenses and
other R&D related expenses.
The following table sets forth a breakdown of our research and development expenses for the
years indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Employee benefit expenses /H1118/H1118/H1118/H111849,964 92.4 51,789 91.9 41,871 91.5
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,099 7.6 4,555 8.1 3,884 8.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,063 100.0 56,344 100.0 45,755 100.0
Note:
(1) Others mainly comprise (i) rental and property management fees allocated to R&D workspaces; (ii) server and
bandwidth infrastructure expenses dedicated to supporting our R&D initiatives; and (iii) other office-related
expenses.
Administrative Expenses
Our administrative expenses primarily consist of (i) employee benefit expenses; (ii)
professional fees we pay to external professional parties; (iii) tax and surcharges incurred in
connection with our business operations; (iv) entertainment expenses in relation to corporate
operation activities; (v) travel and transportation expenses incurred by our administrative staff; (vi)
office expenses; (vii) rental and property management fees associated with administrative staff
offices; (viii) listing expenses in relation to our prior PRC listing plan and the Global Offering; and
(ix) others.
The following table sets forth a breakdown of our administrative expenses for the years
indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Employee benefit expenses /H1118/H1118/H1118/H111815,408 40.0 17,499 57.8 20,641 40.4
Professional fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,667 7.0 2,059 6.8 3,739 7.3
Tax and surcharges /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,228 5.8 2,413 8.0 2,468 4.8
Entertainment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H11181,443 3.8 2,183 7.2 2,342 4.6
Travel and transportation
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,003 5.2 2,080 6.9 2,171 4.3
Office expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,263 3.3 1,682 5.6 1,223 2.4
Rental and property management
fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,094 2.9 1,245 4.1 1,133 2.2
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,156 26.5 – – 15,690 30.7
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,108 5.5 1,128 3.6 1,660 3.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,370 100.0 30,289 100.0 51,067 100.0
FINANCIAL INFORMATION
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Note:
(1) Others mainly comprise recruitment expenses and communication fees.
Share of Loss of Associates
During the Track Record Period, our share of loss of associates arose from our investment in
associate companies. We recorded a share of loss of associates of RMB0.4 million and RMB1.9
million in 2024 and 2025, respectively.
Other Income and Loss, Net
Our other income and loss, net primarily consists of (i) interest income on bank balances, time
deposits and wealth management products; (ii) government grants; (iii) net foreign exchange loss
or gain, primarily attributable to fluctuations in foreign exchange rates between the RMB and the
foreign currencies we received, including USD, EUR, and GBP; (iv) additional deduction of input
value-added tax, and (v) others.
The following table sets forth a breakdown of our other income and loss, net for the years
indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,031 8,492 5,586
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,534 896 1,566
Net foreign exchange (loss)/gain /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,527 (906) (3,065)
Additional deduction of input value-added
tax /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/H11181,189 – –
Others (1) /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/H1118242 50 945
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/H111813,523 8,532 5,032
Note:
(1) Others mainly comprise tax refunds.
We have established internal policies and guidelines to manage its investments in wealth
management products, with the finance department overseeing proposal, evaluation, and decision-
making processes. Led by a management team with financial expertise, we focus on minimizing
risks while achieving reasonable returns by aligning investment maturities with operating cash flow
needs. We closely scrutinize the risks of investments in wealth management products, with
decisions based on factors such as macroeconomic conditions, creditworthiness of issuers, and
working capital requirements. All investments are subject to internal controls, requiring review by
senior management, Board and Shareholders’ approval for larger transactions. Upon Listing, our
Company will ensure full compliance with Chapter 14 of the Listing Rules, including disclosure,
reporting, and shareholder approval requirements for notifiable transactions.
FINANCIAL INFORMATION
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Impairment Loss (Recognized)/Reversed on Trade Receivables, Other Receivables and
Contract Assets
Our impairment loss (recognized)/reversed on trade receivables, other receivables and
contract assets primarily represents provisions for expected credit losses on trade receivables, other
receivables and contract assets. We recorded impairment loss recognized on trade receivables, other
receivables and contract assets of RMB0.7 million and RMB0.3 million in 2023 and 2025, while
recorded impairment loss reversed on trade receivables, other receivables and contract assets of
RMB0.5 million in 2024. These changes primarily reflected the movement in our trade receivables,
in line with the conditions of our business operations. See Note 6(c) to the Accountants’ Report in
Appendix I to this prospectus for details.
Finance Costs
Our finance costs consist of (i) interest on lease liabilities relating to our leased office
properties; and (ii) interest on bank loans. We recorded finance costs of RMB0.3 million, RMB0.3
million and RMB0.3 million in 2023, 2024 and 2025, respectively.
Income Tax (Expense)/Credit
We recorded income tax expense of RMB3.6 million in 2023, while recorded income tax credit
of RMB1.1 million and RMB2.0 million in 2024 and 2025. The movement of our income tax
expense during the Track Record Period, primarily due to the combined effects of changes in profit
before tax and certain tax reconciliation, such as additional deductions for research and
development expenses in accordance with relevant tax policies.
Chinese Mainland
Pursuant to the EIT Law, our PRC subsidiaries were subject to EIT rate of 25% during the
Track Record Period. Our Company was qualified as a “New High-tech Enterprise ( ৷อҦஔΆุ)”
and was entitled to a preferential income tax rate of 15% from 2019 to 2028. In addition, during
the Track Record Period, our Company was entitled to an additional 75% deduction of qualified
research and development expenses incurred before October 1, 2022, and an additional 100%
deduction for those incurred after October 1, 2022, in accordance with the EIT Law and its relevant
regulations. See Note 7 to the Accountants’ Report in Appendix I to this prospectus for details
regarding the applicable taxes and tax rates.
Hong Kong
For our Hong Kong subsidiary, the first HK$2 million of assessable profits are taxed at 8.25%
and the remaining assessable profits are taxed at 16.5%. The provision for Hong Kong profits tax
for the Hong Kong subsidiary was calculated at the same basis during the Track Record Period.
Taxation for subsidiaries incorporated in other jurisdictions is charged at the appropriate
current rates of taxation ruling in the relevant countries.
During the Track Record Period and up to the Latest Practicable Date, we paid all relevant
taxes that were due and applicable to us and had no disputes or unresolved tax issues with relevant
tax authorities.
Profit for the Y ear
As a result of the foregoing, we recorded profit for the year of RMB60.7 million, RMB21.5
million and RMB9.2 million in 2023, 2024 and 2025, respectively.
FINANCIAL INFORMATION
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YEAR TO YEAR COMPARISON OF RESULTS OF OPERATIONS
Y ear Ended December 31, 2025 Compared to Y ear Ended December 31, 2024
Revenue
Our revenue increased by 7.2% from RMB537.9 million in 2024 to RMB576.6 million in
2025, primarily driven by the growth of our intelligent advertising services.
Revenue generated from provision of intelligent advertising services increased by 10.2% from
RMB459.8 million in 2024 to RMB506.9 million in 2025. This increase was mainly attributable to
(i) higher advertising budgets from certain customers in the internet services sector, with revenue
increasing from RMB162.1 million in 2024 to RMB217.7 million in 2025, and (ii) the release of
advertising budgets that non-domestic customers had postponed in 2024, with revenue contributions
rising from RMB74.2 million in 2024 to RMB115.8 million in 2025.
Internet service companies typically rely on digital advertising to support user acquisition and
enhance engagement of existing users. Our AlphaDesk supports campaign optimization and
performance monitoring across multiple media platforms, which assists advertisers in managing
user acquisition activities and improving the effectiveness of their marketing operations. In
addition, many of these customers have historically conducted advertising campaigns through our
platforms and accumulated campaign data within our systems, which supports their ongoing
campaign management and performance analysis. As a result, certain internet services customers
increased the portion of their advertising budgets executed through our platforms.
Offsetting part of this growth, revenue generated from provision of intelligent data
management decreased by 10.7% from RMB78.1 million in 2024 to RMB69.7 million in 2025. The
decrease was primarily due to reduced contract value from certain projects, particularly those from
traditional automotive customers, as the sector experienced a continued downturn during the period.
Cost of Sales
Our cost of sales increased by 9.7% from RMB391.3 million in 2024 to RMB429.4 million in
2025, primarily due to an increase of RMB55.2 million in media resources acquisition costs in line
with the increase in revenue from provision of intelligent advertising services, which was partially
offset by a decrease of RMB13.5 million in staff costs, mainly resulting from a reduction in
implementation personnel for our intelligent data management business.
Gross Profit and Gross Profit Margin
As a result of the aforementioned factors, our gross profit remained relatively stable at
RMB146.6 million and RMB147.2 million in 2024 and 2025, respectively, with our gross profit
margin decreased from 27.3% in 2024 to 25.5% in 2025. This decline was primarily attributable to
the decrease in gross profit margin of our intelligent advertising services, as discussed below.
The gross profit margin of our intelligent advertising services decreased from 27.4% in 2024
to 24.9% in 2025, mainly due to changes in customer mix. In particular, revenue contribution from
customers in the internet services sector increased during the year. These customers typically adopt
more stringent KPI assessment requirements, which result in higher media resources acquisition
costs and, in turn, exert downward pressure on the gross profit margin of this business line.
In contrast, the gross profit margin of our intelligent data management business increased
from 26.6% in 2024 to 30.4% in 2025, primarily due to the optimization of our implementation
team, which led to a reduction in staff costs associated with this business line. However, as this
business contributed a relatively smaller portion of our overall gross profit, the improvement in its
gross profit margin was insufficient to offset the decline in the gross profit margin of our intelligent
advertising services, resulting in an overall decrease in our gross profit margin.
FINANCIAL INFORMATION
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Selling Expenses
Our selling expenses remained relatively stable at RMB47.7 million in 2024 and RMB45.7
million in 2025.
Research and Development Expenses
Our research and development expenses decreased by 18.8% from RMB56.3 million in 2024
to RMB45.8 million in 2025, primarily due to a decrease of RMB9.9 million in employee benefit
expenses, which reflected a lower level of R&D staffing following efficiency improvements
achieved through the integration of AI tools into our R&D processes.
Administrative Expenses
Our administrative expenses increased by 68.6% from RMB30.3 million in 2024 to RMB51.1
million in 2025, as we incurred listing expenses of RMB15.7 million in 2025 in connection with the
Global Offering.
Share of Loss of Associates
Our share of loss of associates increased from RMB0.4 million in 2024 to RMB1.9 million in
2025, primarily due to the increased net loss recorded by an associate company in 2025.
Other Income and Loss, Net
Our other income and loss, net decreased by 41.0% from RMB8.5 million in 2024 to RMB5.0
million in 2025, primarily due to (i) a decrease of RMB2.9 million in interest income, which was
mainly attributable to changes in our funding structure and lower average interest-bearing bank
deposit balances during the year; and (ii) an increase of RMB2.2 million in net foreign exchange
loss arising from fluctuations in foreign exchange rates.
Impairment Loss (Recognized)/Reversed on Trade Receivables, Other Receivables and Contract
Assets
We recorded impairment loss reversed on trade receivables, other receivables and contract
assets of RMB0.5 million in 2024, while recorded impairment loss recognized on trade receivables,
other receivables and contract assets of RMB0.3 million in 2025, primarily due to changes in the
aging structure and settlement progress of receivables.
Finance Costs
Our finance costs remained relatively stable at RMB0.3 million and RMB0.3 million in 2024
and 2025, respectively.
Income Tax Credit
We recorded income tax credit of RMB1.1 million and RMB2.0 million in 2024 and 2025,
respectively, primarily due to the combined effects of decrease in profit for the year and certain tax
reconciliation, such as additional deductions for research and development expenses in accordance
with relevant tax policies.
FINANCIAL INFORMATION
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Profit for the Y ear
As a result of the foregoing, our profit for the year decreased from RMB21.5 million in 2024
to RMB9.2 million in 2025, with our net profit margin decreasing from 4.0% to 1.6%. This was
primarily driven by the listing expenses of RMB15.7 million incurred in 2025 in connection with
the Global Offering.
Y ear Ended December 31, 2024 Compared to Y ear Ended December 31, 2023
Revenue
Our revenue decreased by 12.0% from RMB611.2 million in 2023 to RMB537.9 million in
2024, primarily due to the decline in revenue from provision of both intelligent advertising business
and intelligent data management. This decline was mainly attributable to the decrease in revenue
from domestic customers in the FMCG and automotive sectors, driven by macro headwinds in
consumption-related sectors.
In particular, weakening consumer confidence, a slowdown in the consumer price index
growth, and a decline in the year-on-year growth rate of total retail sales of consumer goods resulted
in a more subdued consumption environment in China, according to Frost & Sullivan. According
to the same sources, the traditional automotive and FMCG industries were especially impacted, with
sales volume of traditional automotives declining by approximately 10% and FMCG sales growth
slowing to 0.8% in 2024. These indicators reflect a marked contraction in discretionary consumer
spending, which in turn delayed marketing expenditures by end customers in these sectors. These
declines were cyclical rather than structural in nature, primarily reflecting macroeconomic
headwinds and a general downturn in consumer sentiment during the year.
In contrast, other sectors such as financial services remained resilient and continued to record
positive growth during the same period. For example, the financial services industry continued to
grow steadily with its value added increasing by 4.9% in 2024, showing resilient growth momentum
in the sector. These data suggest that the reduction in consumer spending primarily affected sectors
reliant on discretionary consumption, such as automotive and FMCG, while industries with more
stable or countercyclical demand dynamics, including financial services, maintained or increased
their marketing investment.
As a result, companies in these sectors adopted a more cautious approach to marketing
expenditure. In response to mounting business pressures, domestic customers in the FMCG and
automotive sectors, particularly certain key accounts, scaled back their marketing budgets, leading
to reduced procurement of our solutions in 2024. These industry-wide challenges similarly affected
our peers, who also faced reduced customer spending and delays in marketing-related decision-
making.
Furthermore, such decrease was also attributable to the decrease in revenue from non-
domestic customers. This was mainly due to customer-specific adjustments to their own marketing
schedules, rather than industry-wide factors. As a result, a portion of the advertising budget
originally planned for the second half of 2024 was deferred to the first half of 2025, during which
budget deployment has resumed.
In particular, our revenue generated from provision of intelligent advertising services
decreased by 6.5% from RMB491.9 million in 2023 to RMB459.8 million in 2024. This decline was
primarily attributable to (i) the postponement of advertising budgets by certain non-domestic
customers, resulting from adjustments in their marketing schedules as mentioned above, and (ii) the
tightened budgets of end customers in consumer sector amid weakening consumer demand and a
more challenging macroeconomic environment.
FINANCIAL INFORMATION
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Revenue generated from provision of intelligent data management decreased by 34.5% from
RMB119.3 million in 2023 to RMB78.1 million in 2024, mainly due to the decline in contract value
of certain projects, particularly those from customers in the traditional automotive sector. These
customers are automotive manufacturers with decades of experience in developing, producing, and
selling traditional fuel vehicles, as opposed to those focused exclusively on new energy vehicles
since their inception. In 2024, the traditional automotive industry faced a downturn. As a result,
traditional automotive customers tightened budgets allocated to intelligent data management
projects, leading to a notable decrease in their revenue contributions. Revenue generated from
traditional automotive customer decreased from RMB84.2 million in 2023 to RMB46.8 million in
2024. This revenue decline was mainly attributable to the weakness in the traditional automotive
industry, rather than a structural reduction in overall market demand. In fact, market demand for
intelligent data management continued to grow during the year.
Cost of Sales
Our cost of sales decreased by 7.0% from RMB420.7 million in 2023 to RMB391.3 million
in 2024, primarily due to (i) a decrease of RMB10.8 million in media resources acquisition costs,
which was in line with the decrease in revenue from provision of intelligent advertising services due
to reduced and deferred advertising budgets by certain customers in 2024; (ii) a decrease of
RMB10.3 million in technical service fees, which corresponded with the decline in revenue from
provision of intelligent data management as a result of tightened budgets among customers; and (iii)
a decrease of RMB9.4 million in staff costs, which was in line with the downsized scale of our
business operation team.
In 2024, the cost of sales did not decrease proportionately with revenue, which was primarily
due to (i) a slower reduction in media resources acquisition costs, as the revenue decline during the
year was mainly driven by non-domestic customers whose campaigns typically involve lower
demand for media resources; and (ii) a slower decrease in staff costs, as we retained key technical
and implementation personnel to support ongoing and future projects, especially for our intelligent
data management business, where revenue declined by 34.5% but certain implementation and
operational maintenance costs remained relatively stable.
Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit decreased by 23.0% from RMB190.5 million in
2023 to RMB146.6 million in 2024, with our gross profit margin decreased from 31.2% in 2023 to
27.3% in 2024. This decline was primarily attributable to the contraction in revenue, while our cost
of sales did not decline at the same pace, resulting in a disproportionate impact on gross profit.
The gross profit margin of our intelligent advertising services decreased from 30.7% for the
year ended December 31, 2023 to 27.4% for the year ended December 31, 2024, primarily due to
a lower revenue contribution from non-domestic customers, who historically yielded higher
margins. These customers demonstrated greater pricing acceptance, as their budget benchmarks and
pricing expectations were typically aligned with those adopted by international service providers,
resulting in higher average pricing levels than those of domestic customers. In 2024, certain
non-domestic customers delayed budget for advertising due to their internal marketing strategy
adjustments, which led to the decline in the gross profit margin of this business line. These strategy
adjustments were not due to any redundancy of or diminished demand for our services, and we
continued to maintain business relationships with such customers.
Our gross profit margin of intelligent data management business decreased from 33.3% for the
year ended December 31, 2023 to 26.6% for the year ended December 31, 2024, primarily due to
the variations in the service mix procured by customers to meet their evolving demand. Generally,
the gross profit margin of standardized platform offerings is relatively higher than that of localized
implementation and operational maintenance services, mainly due to their different pricing models
and cost structures. While localized services typically generate lower gross profit margin per
FINANCIAL INFORMATION
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project, they still require a relatively steady level of staffing support for ongoing implementation,
customized platform upgrade, and maintenance efforts. This resulted in a higher proportion of fixed
costs relative to revenue, thereby contributing to the decline in gross profit margin.
Selling Expenses
Our selling expenses remained relatively stable at RMB46.4 million in 2023 and RMB47.7
million in 2024.
Research and Development Expenses
Our research and development expenses remained relatively stable at RMB54.1 million in
2023 and RMB56.3 million in 2024.
Administrative Expenses
Our administrative expenses decreased by 21.1% from RMB38.4 million in 2023 to RMB30.3
million in 2024, mainly due to the decrease in listing expenses in connection with our prior PRC
listing plan, following the termination of such listing plan in 2024.
Other Income and Loss, Net
Our other income and loss, net decreased by 36.9% from RMB13.5 million in 2023 to RMB8.5
million in 2024, primarily due to (i) the recording of a net foreign exchange gain in 2023 compared
to a net foreign exchange loss in 2024, mainly due to exchange rate fluctuations among the RMB,
USD, and GBP during the year; and (ii) a decrease in certain one-off government grants.
Impairment Loss (Recognized)/Reversed on Trade Receivables, Other Receivables and Contract
Assets
We recorded impairment loss recognized on trade receivables, other receivables and contract
assets of RMB0.7 million in 2023, while recorded impairment loss reversed on trade receivables,
other receivables and contract assets of RMB0.5 million in 2024, which reflected the decrease in
our trade receivables, in line with the decline in revenue generation in 2024.
Finance Costs
Our finance costs increased from RMB272.0 thousand in 2023 to RMB347.0 thousand in
2024, primarily due to the increase in interests on lease liabilities, in line with increase in our lease
liabilities.
Income Tax (Expense)/Credit
We recorded income tax expense of RMB3.6 million in 2023, while recorded income tax credit
of RMB1.1 million in 2024, primarily due to the combined effects of decrease in profit for the year
and certain tax reconciliation, such as additional deductions for research and development expenses
in accordance with relevant tax policies.
Profit for the Y ear
As a result of the foregoing, our profit for the year decreased from RMB60.7 million in 2023
to RMB21.5 million in 2024, with our net profit margin decreasing from 9.9% to 4.0%. This was
primarily driven by lower revenue, which also weakened the economies of scale of our operations.
While our business scale declined, our cost and expense base remained relatively stable, resulting
in lower operating leverage. This reduced operating leverage contributed to the decline in our net
profit margin.
FINANCIAL INFORMATION
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DISCUSSION OF CERTAIN KEY ITEMS OF CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
The following table sets forth certain key items of our consolidated statements of financial
position as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current assets
Property and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,264 13,531 6,283
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118124 42 42
Equity investments designated at FVOCI /H1118/H1118/H11187,784 3,242 2,329
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,064 6,202 8,086
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,207 2,007 2,200
Prepayments, deposits and other receivables 95 – –
Interest in associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 570 218
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118190,478 69,006 –
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118212,016 94,600 19,158
Current assets
Contract costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,963 6,031 6,193
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118254,699 218,167 216,448
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,287 – –
Prepayments, deposits and other receivables /H1118 23,518 21,703 29,833
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,833 127,357 60,249
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885,105 72,070 154,885
Financial assets measured at fair value
through profit or loss (“FVPL”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 250 77,488
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118403,405 445,578 545,096
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118615,421 540,178 564,254
Current liabilities
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,471 68,562 88,070
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,494 52,666 57,321
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,282 2,825 1,406
Income tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,767 89 121
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,861 6,251 4,522
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118144,875 130,393 151,440
Non-current liabilities
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,106 524
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,106 524
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118144,875 135,499 151,964
Net 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/H1118470,546 404,679 412,290
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118258,530 315,185 393,656
Property and Equipment
Our property and equipment consist of (i) right-of-use assets, primarily relate to the leases of
our office premises; (ii) electronic equipment, primarily includes servers and computers; and (iii)
office equipment and furniture.
FINANCIAL INFORMATION
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The table below sets forth a breakdown of the net book value of our property and equipment
as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,374 11,236 4,226
Electronic equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,874 2,279 2,041
Office equipment and furniture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 16 16
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/H11184,264 13,531 6,283
The net book value of our property and equipment significantly increased from RMB4.3
million as of December 31, 2023 to RMB13.5 million as of December 31, 2024, primarily due to
an increase of RMB8.9 million in right-of-use assets due to the renewal of our leased office property
in Beijing in 2024. The net book value of our property and equipment decreased by 53.6% from
RMB13.5 million as of December 31, 2024 to RMB6.3 million as of December 31, 2025, primarily
due to a decrease of RMB7.0 million in right-of-use assets as a result of the amortization of our
leased properties over its lease terms.
Intangible Assets
Our intangible assets primarily consist of office software. The net book value of our intangible
assets amounted to RMB124.0 thousand, RMB42.0 thousand and RMB42.0 thousand as of
December 31, 2023, 2024 and 2025, respectively. The decrease in the net book value of our
intangible assets during the Track Record Period was primarily due to the amortization of such
systems and software over time.
Equity Investments Designated at FVOCI
Our equity investments designated at FVOCI mainly represent our external equity investments
in an unlisted company that we have elected to measure at fair value, with changes in fair value
recognized in other comprehensive income.
Our equity investments designated at FVOCI amounted to RMB7.8 million, RMB3.2 million
and RMB2.3 million as of December 31, 2023, 2024 and 2025, respectively. The decrease in our
equity investments designated at FVOCI during the Track Record Period was primarily due to fair
value changes in our equity investments.
Deferred Tax Assets
Our deferred tax assets primarily arise from temporary differences between accounting
treatments and tax regulations in respect of impairment provisions on trade and other receivables,
and tax losses available for future utilization. These temporary differences represent amounts that
are deductible for tax purposes in future periods.
Our deferred tax assets amounted to RMB5.1 million, RMB6.2 million and RMB8.1 million
as of December 31, 2023, 2024 and 2025, respectively.
FINANCIAL INFORMATION
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Interest in Associates
Interest in associates represents our equity interest in an associate companies, Beijing
Guangyan Zhilian Technology Co., Ltd. and Shanghai Y outong Huoju Intelligent Technology Co.,
Ltd. We recorded interest in associates of RMB0.6 million and RMB0.2 million as of December 31,
2024 and 2025, respectively.
Time Deposits
Our time deposits primarily represent Renminbi denominated deposits at commercial banks in
Chinese Mainland with initial terms of three years in general and were neither past due nor
impaired, the annualized return rate of which ranged from 2.15% to 3.65%.
The table below sets forth a breakdown of our time deposits as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current /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/H111832,833 127,357 60,249
Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118190,478 69,006 –
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/H1118223,311 196,363 60,249
The fluctuation in time deposits as of December 31, 2023, 2024 and 2025 was primarily due
to the adjustments in procurements of time deposits in accordance with our relevant financial
policies.
Financial assets measured at FVPL
Financial assets measured at FVPL represent the short-term wealth management products we
purchased, which amounted to nil, RMB0.3 million and RMB77.5 million as of December 31, 2023,
2024 and 2025, respectively. The increase in our financial assets measured at FVPL as of December
31, 2025 was primarily attributable to the reallocation of investments to wealth management
products following the maturity of certain time deposits, aimed to enhance our capital efficiency.
We maintain standard internal procedures to manage our investments. Our Shareholders’
meeting and the Board are generally responsible for the overall investment decision-making
process. The approval procedures for our investment activities strictly comply with applicable laws
and regulations, as well as the authorization and meeting procedures of the Shareholders’ meeting
and the Board. Our finance department is responsible for identifying, analyzing and evaluating
potential investments in wealth management products. Our management team, including the finance
department, has substantial experience in managing the financial operations of an enterprise. Our
investment strategy focuses on minimizing financial risk by conservatively aligning the maturity
profile of the investment portfolio with our anticipated operating cash needs, while seeking
reasonable investment returns. Investment decisions are made after considering factors including
the macroeconomic environment, market conditions, the creditworthiness and risk control of issuing
financial institutions, our working capital position, and the expected returns or potential risks of the
investments.
Upon Listing, we will continue to conduct such investments in accordance with our internal
control policies and the Articles of Association. We will comply with relevant requirements under
Chapter 14 of the Listing Rules and disclose the details of our investments or other notifiable
transactions to the extent necessary and as appropriate after the Listing.
FINANCIAL INFORMATION
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Contract Costs
Our contract costs represent the contract fulfillment costs in connection with our intelligent
data management projects before the acceptance by customers at the end of the relevant period.
Our contract costs increased by 21.5% from RMB5.0 million as of December 31, 2023 to
RMB6.0 million as of December 31, 2024, and further increased to RMB6.2 million as of December
31, 2025, in line with the rise in unaccepted projects, as the acceptance time points had not been
reached yet.
Trade Receivables
Our trade receivables mainly represent outstanding balances due from our customers for
products sold or services performed in the ordinary course of business.
The following table sets forth a breakdown of our trade receivables as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current
Trade receivables
– Amounts due from third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118262,004 225,374 223,926
Less: loss allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,305) (7,207) (7,478)
254,699 218,167 216,448
Non-current
Trade receivables
(1)
– Amounts due from third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,207 2,007 2,200
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/H1118258,906 220,174 218,648
Note:
(1) Non-current trade receivables represent those amounts to be collected from a customer beyond one year, which
we had not billed the customer as of December 31, 2023, 2024 and 2025, respectively.
Our trade receivables decreased from RMB258.9 million as of December 31, 2023 to
RMB220.2 million as of December 31, 2024, consistent with the decline in revenue generation in
2024. Our trade receivables remained relatively stable at RMB220.2 million as of December 31,
2024 and RMB218.6 million as of December 31, 2025.
We recognize a loss allowance for ECLs for trade receivables. As of December 31, 2023, 2024
and 2025, we recorded loss allowance of trade receivables of RMB7.3 million, RMB7.2 million and
RMB7.5 million, respectively. For details regarding the allowance for impairment of our trade
receivables, see Note 2(h)(i) to the Accountants’ Report set out in Appendix I to this prospectus.
FINANCIAL INFORMATION
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The following table sets forth an aging analysis of our current portion of trade receivables,
based on the revenue recognition date, as of the dates indicated:
As of December 31,
2023 2024 2025
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/H1118/H1118/H1118/H1118/H1118254,631 215,605 207,021
One to two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,279 5,709 12,650
Two to three years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,924 680 486
Over three years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,170 3,380 3,769
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/H1118262,004 225,374 223,926
Our trade receivables aging over one year increased to RMB9.8 million as of December 31,
2024, and further increased to RMB16.9 million as of December 31, 2025, primarily due to the
outstanding amounts due from certain customers.
We generally grant our customers credit terms ranging from 30 to 90 days. We maintain strict
control over our outstanding trade receivables and overdue balances are reviewed closely and
regularly by our management.
The following table sets forth the number of our trade receivables turnover days for the years
indicated:
Y ear ended December 31,
2023 2024 2025
Trade receivables turnover days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118142 159 136
Note:
(1) Calculated as the average of the opening and closing balances of trade receivables for the period, divided by
revenue for the relevant period, multiplied by the number of days for the relevant period (being 360 days for
the years ended December 31, 2023, 2024 and 2025).
Our trade receivables turnover days were 142 days, 159 days and 136 days in 2023, 2024 and
2025, respectively. The fluctuation in our trade receivables turnover days during the Track Record
Period was primarily due to the fluctuations in revenue generation and changes in collection
conditions. The relatively longer trade receivables turnover days were primarily attributable to our
customer profile, as many of our customers are top-tier advertising agencies and well-established
enterprises that are typically granted longer credit terms based on commercial negotiations, which
is consistent with industry practice.
We closely monitor the recoverability of our trade receivables. In accordance with our credit
control procedures, our business personnel proactively remind customers of upcoming or overdue
payments and issue dunning letters as needed. As of March 31, 2026, approximately RMB132.4
million, or 60.6% of our trade receivables as of December 31, 2025 had been settled. Our Directors
are of the view that there were no material recoverability issues in respect of our trade receivables
during the Track Record Period and up to the Latest Practicable Date. Furthermore, we have made
adequate provisions in accordance with our expected credit loss model, which incorporates a
migration rate analysis based on historical credit data, aging profile, and forward-looking factors.
FINANCIAL INFORMATION
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Contract Assets
Our contract assets represent the outstanding amounts that are subject to conditions for
payment. Our contract assets amounted to RMB2.3 million, nil and nil as of December 31, 2023,
2024 and 2025, respectively. The fluctuation of our contract assets during the Track Record Period
was aligned with the payment milestones stipulated in the relevant contracts.
Prepayments, Deposits and Other Receivables
Our prepayments, deposits and other receivables primarily consist of (i) prepayments for
media resources, mainly representing the amount we prepaid for acquisition of media resources
from our media resources suppliers; (ii) deferred listing expenses in relation to the current Hong
Kong listing plan; (iii) deductible input value-added tax; (iv) lease deposits for our leased
properties; (v) deposits paid to media partners; and (vi) prepayments for technical services.
The following table sets forth a breakdown of our prepayments, deposits and other receivables
as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current
Prepayments for media resources /H1118/H1118/H1118/H1118/H1118/H1118/H11189,589 8,386 13,962
Deferred listing expenses in relation to
the current Hong Kong listing plan /H1118/H1118/H1118 – – 1,470
Deductible input value-added tax /H1118/H1118/H1118/H1118/H1118/H1118/H11189,666 7,807 8,632
Lease deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,380 2,532 2,393
Deposits paid to media partners /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,687 2,052 1,564
Others /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/H11182,431 2,782 3,692
Less: loss allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,235) (1,856) (1,880)
23,518 21,703 29,833
Non-current
Prepayments for technical services /H1118/H1118/H1118/H1118/H1118/H11189 5––
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/H111823,613 21,703 29,833
Our prepayments, deposits and other receivables remained relatively stable at RMB23.6
million as of December 31, 2023 and RMB21.7 million as of December 31, 2024. Our prepayments,
deposits and other receivables increased by 37.5% from RMB21.7 million as of December 31, 2024
to RMB29.8 million as of December 31, 2025, primarily due to (i) an increase of RMB5.6 million
in prepayments for media resources resulting from the growth in our intelligent advertising services;
and (ii) an increase of RMB1.5 million in deferred listing expenses in relation to the current Hong
Kong listing plan.
As of March 31, 2026, RMB13.5 million or 45.3% of our prepayments, deposits and other
receivables as of December 31, 2025 had been settled.
Cash and Cash Equivalents
Our cash and cash equivalents represent cash and bank balances we maintained. Substantially
all of our cash and cash equivalents during the Track Record Period were denominated in Renminbi.
Our cash and cash equivalents were RMB85.1 million, RMB72.1 million and RMB154.9 million as
of December 31, 2023, 2024 and 2025, respectively. See “— Liquidity and Capital Resources.”
FINANCIAL INFORMATION
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Trade Payables
Our trade payables primarily represent outstanding amounts due to our media resources
suppliers for media resources acquisition. Our suppliers typically grant us credit terms of one to
three months.
Our trade payables decreased by 2.7% from RMB70.5 million as of December 31, 2023 to
RMB68.6 million as of December 31, 2024, reflecting changes in procurement demands of media
resources, in line with the revenue performance of our intelligent advertising services during the
respective periods. Our trade payables increased by 28.5% from RMB68.6 million as of December
31, 2024 to RMB88.1 million as of December 31, 2025, reflecting increase in procurement demands
of media resources, in line with the revenue performance during the respective periods.
The following table sets forth an aging analysis of our trade payables, based on the invoice
date, as of the dates indicated:
As of December 31,
2023 2024 2025
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/H1118/H1118/H111868,711 66,300 81,519
Between one year and two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118185 778 5,067
Over two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,575 1,484 1,484
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/H111870,471 68,562 88,070
The following table sets forth the number of our trade payables turnover days for the years
indicated:
Y ear ended December 31,
2023 2024 2025
Trade payables turnover days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857 64 66
Note:
(1) Calculated as the average of the opening and closing balances of trade payables for the period divided by cost
of sales for the relevant period, multiplied by the number of days for the relevant period (being 360 days for
the years ended December 31, 2023, 2024 and 2025).
Our trade payables turnover days were primarily determined by our settlement arrangements
with media platforms and its resellers, under which payments are generally made based on actual
traffic consumption within agreed settlement cycles, in line with industry practice. Our trade
payables turnover days were 57 days, 64 days and 66 days in 2023, 2024 and 2025, respectively.
The increase in our trade payables turnover days during the Track Record Period was primarily due
to the fluctuation in the cost of sales and changes in settlement arrangement.
Our Directors confirm that we had no material defaults in payment of our trade payables
during the Track Record Period and up to the Latest Practicable Date.
As of March 31, 2026, approximately RMB67.0 million, or 76.0% of our trade payables as of
December 31, 2025 had been settled.
FINANCIAL INFORMATION
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Other Payables and Accruals
Our other payables and accruals primarily consist of (i) taxes payable, representing various
types of taxes other than corporate income tax that have been accrued but not yet paid; (ii) advance
from customers; (iii) staff costs payables, representing salary, welfare and benefits payable to our
employees; and (iv) payable for shares repurchase, representing a share repurchase consideration
that remained unsettled as of the reporting date, which was subsequently settled in March 2025.
The following table sets forth a breakdown of our other payables and accruals as of the dates
indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Taxes payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,465 23,159 29,480
Advance from customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,368 8,860 8,927
Staff costs payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,613 16,526 15,353
Payable for shares repurchase /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,599 –
Others (1) /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/H11183,048 1,522 3,561
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/H111863,494 52,666 57,321
Note:
(1) Others primarily consist of payables related to professional fees and office expenses.
Our other payables and accruals decreased by 17.1% from RMB63.5 million as of December
31, 2023 to RMB52.7 million as of December 31, 2024, primarily due to (i) a decrease of RMB7.3
million in taxes payables, in line with the decline in revenue generation in 2024, and (ii) a decrease
of RMB4.1 million in staff costs payables, mainly attributable to a reduced workforce size and
lower performance bonuses. Our other payables and accruals increased by 8.8% from RMB52.7
million as of December 31, 2024 to RMB57.3 million as of December 31, 2025, primarily due to
an increase of RMB6.3 million in taxes payables, in line with the increase in revenue generation in
2025.
As of March 31, 2026, RMB22.0 million or 38.4% of our other payables and accruals as of
December 31, 2025 had been settled.
Our Directors confirm that we had no material defaults in payment of our other payables and
accruals during the Track Record Period and up to the Latest Practicable Date.
Contract Liabilities
Our contract liabilities represent non-refundable advanced payments received from customers
for products and services that have not yet been provided to the customers. Our contract liabilities
primarily generate from provision of intelligent advertising services.
Our contract liabilities decreased from RMB5.3 million as of December 31, 2023 to RMB2.8
million as of December 31, 2024, and further decreased to RMB1.4 million as of December 31,
2025, primarily due to the delivery of related products and services, which resulted in the
corresponding contract liabilities being recognized as revenue.
As of March 31, 2026, RMB0.6 million or 42.9% of our contract liabilities as of December
31, 2025 had been recognized as revenue.
FINANCIAL INFORMATION
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Income Tax Payable
Our income tax payable represents the corporate income tax payable calculated based on our
taxable profits for the relevant year. It includes income tax expense recognized on the current year’s
profits in accordance with applicable tax laws, as well as adjustments to income tax payables
relating to prior year. Our income tax payable significantly decreased from RMB3.8 million as of
December 31, 2023 to RMB89.0 thousand as of December 31, 2024, mainly due to the decline in
our profit before tax in 2024. Our income tax payable increased from RMB89.0 thousand as of
December 31, 2024 to RMB121.0 thousand as of December 31, 2025, primarily due to the growth
in revenue and profit generated from our non-domestic operation, which resulted in a corresponding
increase in local income tax payable.
NET CURRENT ASSETS
The following table sets forth our current assets, current liabilities and net current assets as
of the dates indicated:
As of December 31,
As of
March 31,
2023 2024 2025 2026
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Current assets
Contract costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,963 6,031 6,193 14,060
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118254,699 218,167 216,448 177,894
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,28 7–––
Prepayments, deposits and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,518 21,703 29,833 32,545
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,833 127,357 60,249 60,669
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H111885,105 72,070 154,885 107,454
Financial assets measured at fair
value through profit or loss
(“FVPL”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 250 77,488 104,766
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118403,405 445,578 545,096 497,388
Current liabilities
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,471 68,562 88,070 59,091
Other payables and accruals /H1118/H1118/H1118/H1118/H111863,494 52,666 57,321 48,756
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,282 2,825 1,406 3,850
Income tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,767 89 121 536
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,861 6,251 4,522 3,940
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118144,875 130,393 151,440 116,173
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118258,530 315,185 393,656 381,215
Our net current assets decreased from RMB393.7 million as of December 31, 2025 to
RMB381.2 million as of March 31, 2026, primarily due to (i) a decrease of RMB47.4 million in cash
and cash equivalents; and (ii) a decrease of RMB38.6 million in trade receivables, which were
partially offset by (i) a decrease of RMB29.0 million in trade payables; and (ii) an increase of
RMB27.3 million in financial assets measured at FVPL.
Our net current assets increased from RMB315.2 million as of December 31, 2024 to
RMB393.7 million as of December 31, 2025, primarily attributable to (i) an increase of RMB82.8
million in cash and cash equivalents; and (ii) an increase of RMB77.2 million in financial assets
measured at FVPL, which were partially offset by (i) a decrease of RMB67.1 million in time
deposits; and (ii) an increase of RMB19.5 million in trade payables.
FINANCIAL INFORMATION
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Our net current assets increased from RMB258.5 million as of December 31, 2023 to
RMB315.2 million as of December 31, 2024, primarily attributable to (i) an increase of RMB94.5
million in time deposits; and (ii) a decrease of RMB10.8 million in other payables and accruals,
which were partially offset by (i) a decrease of RMB36.5 million in trade receivables; and (ii) a
decrease of RMB13.0 million in cash and cash equivalents.
LIQUIDITY AND CAPITAL RESOURCES
Our business operations and expansion plans require a significant amount of capital, including
cash and cash equivalents as well as other working capital requirements. Historically, we financed
our capital expenditure and working capital requirements mainly through cash flow from
operations, bank loans, capital injection from shareholders and Pre-IPO investments. Going
forward, we believe that our working capital and other liquidity requirements will be satisfied by
using a combination of cash flow from our operating activities and the proceeds received from the
Global Offering. As of December 31, 2023, 2024 and 2025, we had cash and cash equivalents of
RMB85.1 million, RMB72.1 million and RMB154.9 million, respectively.
Cash Flows
The following table sets forth certain key items of our consolidated statements of cash flows
for the years indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash generated from operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,558 46,391 31,985
Income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,498) (4,339) (121)
Net cash generated from operating
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/H111852,060 42,052 31,864
Net cash (used in)/generated 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(74,550) 31,050 61,331
Net cash used in financing activities /H1118/H1118/H1118/H1118/H1118/H1118(6,694) (86,855) (9,741)
Net (decrease)/increase in 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(29,184) (13,753) 83,454
Cash and cash equivalents at the beginning
of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113,084 85,105 72,070
Effect of foreign exchange rate changes /H1118/H1118/H1118/H11181,205 718 (639)
Cash and cash equivalents at the end of
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885,105 72,070 154,885
Net Cash Generated from Operating Activities
Our net cash generated from operating activities consists of profit before income tax adjusted
for certain non-cash or non-operating activities-related items, changes in working capital and
income tax.
In 2025, we recorded net cash generated from operating activities of RMB31.9 million,
primarily due to our profit before taxation of RMB7.2 million as adjusted for non-cash or
non-operating items, which mainly included (i) depreciation of property and equipment of RMB6.7
million; and (ii) interest income from time deposits of RMB3.6 million. The amount was further
adjusted by changes in working capital, primarily including (i) an increase in trade payables of
RMB19.5 million; (ii) an increase in other payables and accruals of RMB7.5 million; and (iii) an
increase in prepayments and other receivables of RMB6.8 million.
FINANCIAL INFORMATION
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In 2024, we recorded net cash generated from operating activities of RMB42.1 million,
primarily due to our profit before taxation of RMB20.5 million as adjusted for non-cash or
non-operating items, which mainly included (i) depreciation of property and equipment of RMB6.6
million; and (ii) interest income from time deposits of RMB6.4 million. The amount was further
adjusted by changes in working capital, primarily including (i) a decrease in trade receivables of
RMB38.8 million; and (ii) a decrease in other payables and accruals of RMB12.4 million.
In 2023, we recorded net cash generated from operating activities of RMB52.1 million,
primarily due to our profit before taxation of RMB64.2 million as adjusted for non-cash or
non-operating items, which mainly included (i) depreciation of property and equipment of RMB6.3
million; and (ii) interest income from time deposits of RMB6.3 million. The amount was further
adjusted by changes in working capital, primarily including (i) an increase in trade receivables of
RMB27.0 million; (ii) an increase in other payables and accruals of RMB9.9 million; (iii) an
increase in trade payables of RMB8.3 million; and (iv) a decrease in prepayments and other
receivables of RMB6.1 million.
Our cash generated from operating activities decreased from RMB55.6 million in 2023 to
RMB46.4 million in 2024. The decline was primarily attributable to (i) the decrease in operating
profit in 2024; (ii) higher cash outflows relating to staff-related costs and expenses, which may
differ from the staff costs recognized in the consolidated statement of profit or loss due to timing
differences; and (iii) the decrease in accounts receivable turnover, which led to a rise in the funds
occupied by working capital, resulting in a continuous narrowing of net cash inflows. Our net cash
generated from operating activities further decreased to RMB31.9 million in 2025, primarily due to
the continued decline in profit before taxation, which reduced cash generated from operations, as
well as the ongoing impact of working capital movements. Despite the year-on-year decrease, we
maintained positive operating cash flow in 2023, 2024 and 2025, demonstrating our ability to
sustain cash generation from core operations.
Net Cash (Used in)/Generated from Investing Activities
Our net cash used in or generated from investing activities during the Track Record Period
primarily reflected (i) investment in financial assets measured at FVPL, (ii) proceeds from financial
assets measured at FVPL, (iii) payment for the purchase of time deposits, (iv) withdrawal of time
deposits and (v) proceeds from disposal of financial assets at FVOCI.
Our net cash generated from investing activities in 2025 was RMB61.3 million, primarily
attributable to investment in financial assets measured at FVPL of RMB520.0 million, which were
partially offset by (i) proceeds from disposal of financial assets measured at FVPL of RMB442.7
million; and (ii) withdrawal of time deposits of RMB128.3 million.
Our net cash generated from investing activities in 2024 was RMB31.1 million, primarily
attributable to (i) proceeds from financial assets measured at FVPL of RMB215.3 million; and (ii)
withdrawal of time deposits of RMB30.0 million, which were partially offset by investment in
financial assets measured at FVPL of RMB215.5 million.
Our net cash used in investing activities in 2023 was RMB74.6 million, primarily due to
payment for the purchase of time deposits of RMB84.3 million, which were partially offset by
withdrawal of time deposits of RMB10.0 million.
Net Cash Used in Financing Activities
Our net cash used in financing activities during the Track Record Period primarily reflected
(i) shares repurchase, (ii) dividend paid, (iii) proceeds from bank loans, (iv) repayment of bank
loans, and (v) capital element of lease rentals paid.
FINANCIAL INFORMATION
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Our net cash used in financing activities in 2025 was RMB9.7 million, primarily attributable
to (i) capital element of lease rentals paid of RMB5.5 million; and (ii) payment for shares
repurchase of RMB2.6 million; and (iii) payments of listing expense of RMB1.3 million.
Our net cash used in financing activities in 2024 was RMB86.9 million, primarily due to (i)
payment for shares repurchase of RMB41.4 million; (ii) dividend paid of RMB40.0 million; and
(iii) capital element of lease rentals paid of RMB5.6 million.
Our net cash used in financing activities in 2023 was RMB6.7 million, primarily due to (i)
repayment of bank loans of RMB10.0 million, and (ii) capital element of lease rentals paid of
RMB6.4 million, which were partially offset by proceeds from bank loans of RMB10.0 million.
WORKING CAPITAL SUFFICIENCY
During the Track Record Period, we met our working capital requirements mainly from cash
generated from operations, bank borrowings, capital injection from shareholders and Pre-IPO
investments. As of December 31, 2025, our capital resources amounted to RMB292.6 million,
comprising cash and cash equivalents, time deposits and financial assets measured at fair value
through profit or loss.
Taking into account the financial resources available to us, including cash flow from operating
activities and the estimated net proceeds from the Global Offering, and after considering our
outstanding trade receivables balances, the absence of unutilized banking facilities, and our
payment of a special dividend prior to the Listing, our Directors are of the view that we have
sufficient working capital to meet our present requirements and requirements for the next 12 months
from the date of this prospectus.
We have implemented a series of measures to enhance our liquidity position and optimize
working capital management. First, we have strengthened our receivables management and
accelerated cash conversion by refining our credit control framework. In particular, we have
reassessed payment terms for both new and existing customers, and introduced more standardized
and frequent billing arrangements. We have also established dedicated teams to follow up on
outstanding receivables in a timely manner, with the aim of shortening the collection cycle and
improving cash inflow efficiency.
In parallel, we are optimizing our cost and expense structure and reinforcing our cash flow
management practices. We continue to exercise prudent control over non-essential expenditures,
while maintaining strategic investments in key capabilities that support long-term growth. In
addition, we are enhancing our cash flow forecasting and scenario analysis capabilities to support
more accurate liquidity planning. These measures are designed to preserve a stable cost and expense
base, improve operational resilience, and ultimately enhance our overall profitability and cash
position.
INDEBTEDNESS AND CONTINGENT LIABILITIES
Indebtedness
During the Track Record Period, our indebtedness primarily consisted of lease liabilities.
Lease Liabilities
We lease certain properties as our offices. Leases of properties generally have lease terms of
two to three years. For any lease with a term of more than 12 months, unless the underlying asset
is of low value, we recognize a right-of-use asset representing our right to use the underlying leased
asset and a lease liability representing our obligation to make lease payments.
FINANCIAL INFORMATION
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The following table sets forth a breakdown of our lease liabilities as of the dates indicated:
As of December 31,
As of
March 31,
2023 2024 2025 2026
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,861 6,251 4,522 3,940
Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,106 524 39
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,861 11,357 5,046 3,979
Our lease liabilities significantly increased from RMB1.9 million as of December 31, 2023 to
RMB11.4 million as of December 31, 2024, mainly due to a rise in non-current lease liabilities,
stemming from our renewal of a long-term lease agreement. Our lease liabilities decreased by
55.6% from RMB11.4 million as of December 31, 2024 to RMB5.0 million as of December 31,
2025, primarily due to our rental payments made in 2025. Our lease liabilities decreased by 21.1%
from RMB5.0 million as of December 31, 2025 to RMB4.0 million as of March 31, 2026, mainly
as a result of the rental payments.
As of the Latest Practicable Date, we did not have any unutilized banking facilities.
Contingent Liabilities
As of December 31, 2023, 2024 and 2025, we did not have any material contingent liabilities.
As of March 31, 2026, being the latest practicable date for determining our indebtedness, we
did not have any material outstanding debt securities, mortgage, charges, debentures or other loan
capital (issued or agreed to be issued), bank overdrafts, loans, liabilities under acceptance or
acceptance credits, or other similar indebtedness, leasing and financial leasing commitments, hire
purchase commitments, guarantees or other material contingent liabilities. Our Directors confirm
that we did not experience any difficulty in obtaining additional debt or equity financing, and that
there was no breach of any material financial covenants during the Track Record Period and up to
the Latest Practicable Date. Our Directors also confirm that there has been no material change in
our indebtedness position since March 31, 2026 and up to the Latest Practicable Date.
KEY FINANCIAL RATIOS
The following table sets forth certain of our key financial ratios as of the dates or for the years
indicated:
As of/Y ear ended December 31,
2023 2024 2025
Gross profit margin (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831.2% 27.3% 25.5%
Net profit margin (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189.9% 4.0% 1.6%
Adjusted net profit margin (3) (non-IFRS
measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811.6% 4.0% 4.3%
Current ratio (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.8x 3.4x 3.6x
Debt-to-asset ratio (5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823.5% 25.1% 26.9%
Notes:
(1) Gross profit margin is calculated based on gross profit divided by revenue and multiplied by 100%.
(2) Net profit margin is calculated based on net profit divided by revenue and multiplied by 100%.
FINANCIAL INFORMATION
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(3) Adjusted net profit margin (non-IFRS measure) equals adjusted net profit (non-IFRS measure) divided by
revenues for the period and multiplied by 100%.
(4) Current ratio is calculated based on total current assets divided by total current liabilities as of the end of the
relevant period.
(5) Debt-to-asset ratio is calculated based on total liabilities divided by total assets as of the end of the relevant
period and multiplied by 100%.
CAPITAL EXPENDITURES
During the Track Record Period, our capital expenditures primarily consisted of purchase of
(i) property and equipment; and (ii) intangible assets.
The following table sets forth a breakdown of our capital expenditures for the years indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Property and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 951 346
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– 2 2
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/H111833 951 368
We expect to incur approximately RMB11.4 million in the year ending December 31, 2026,
primarily consisting of expenditures on property and equipment. We intend to fund our planned
capital expenditures through a combination of the net proceeds from the Global Offering as well as
cash flow from operating activities.
Our actual capital expenditures may differ from the amounts set forth above due to various
factors, including our future cash flows, financial condition and results of operations, economic
conditions in China and changes in the regulatory environment in China. In addition, we may incur
additional capital expenditures from time to time as we pursue new opportunities to expand our
business.
As of December 31, 2023, 2024 and 2025, we did not have any significant capital
commitments.
RELATED PARTY TRANSACTIONS
During the Track Record Period, our only related party transaction is the key management
personnel remuneration. For details of our related party transaction, see Note 24 to the Accountants’
Report in Appendix I to this prospectus.
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
As of the Latest Practicable Date, we had not entered into any off-balance sheet commitments
or arrangements. We have not entered into any derivative contracts that are indexed to our equity
interest and classified as owners’ equity, or that are not reflected in our consolidated financial
statements. Furthermore, we do not have any retained or contingent interest in assets transferred to
an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do
not have variable interest in any unconsolidated entity that provides financing, liquidity, market risk
or credit support to us or engages in leasing or hedging or R&D services with us.
FINANCIAL INFORMATION
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FINANCIAL RISKS
We are exposed to a variety of financial risks, including credit risk, liquidity risk, interest rate
risk, currency risk and equity price risk, as set out below. We manage and monitor these exposures
to ensure appropriate measures are implemented in a timely and effective manner. As of the Latest
Practicable Date, we did not hedge or consider necessary to hedge any of these risks. For further
details, see Note 22 to the Accountants’ Report set out in Appendix I to this prospectus.
DIVIDENDS
We are incorporated under the laws of the PRC. Any dividends we pay will be determined at
the absolute discretion of our Board, taking into account factors including our actual and expected
results of operations, cash flow and financial position, general business conditions and business
strategies, expected working capital requirements and future expansion plans, legal, regulatory and
other contractual restrictions, and other factors that our Board deems to be appropriate. Our
Shareholders in a general meeting may approve any declaration of dividends, which must not
exceed the amount recommended by our Board.
Under the applicable PRC laws and regulations, a PRC incorporated company 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 contribute to certain statutory reserve funds until the aggregate amount contributed
to such funds reaches 50% of its registered capital. The company may pay dividends out of after-tax
profits after making up for accumulated losses and contributing to statutory reserve funds as
mentioned above. We do not currently have a formal dividend policy and any fixed dividend pay-out
ratio.
During the Track Record Period, pursuant to the resolution of the Shareholders’ meeting of our
Company held on August 29, 2024, dividends of RMB40.0 million were approved to be paid to our
then shareholders. Such dividends were paid in cash in September 2024.
In addition, our Company declared a special dividend of approximately RMB30.2 million to
its existing Shareholders, which was approved at the Shareholders’ meeting on April 8, 2026 (the
“Special Dividend ”). The Special Dividend was paid out of our own cash resources on April 10,
2026. Given the one-off nature of the Special Dividend, our Directors are of the view that its
payment do not affect our future dividend policy. As our own cash resources are sufficient to cover
the payment of the Special Dividend, our Directors confirm that such payment do not have any
material adverse effect on our working capital sufficiency for at least 12 months following the
Listing.
DISTRIBUTABLE RESERVES
As of December 31, 2025, our distributable reserves available for distribution to our
Shareholders amounted to RMB34.8 million.
LISTING EXPENSES
Our listing expenses primarily include underwriting commissions, professional fees paid to
legal advisers, the Reporting Accountants and other professional parties for their services rendered
in relation to the Listing and the Global Offering. Based on the mid-point of our indicative price
range for the Global Offering, the estimated total listing expenses for the Global Offering are
approximately RMB40.1 million (equivalent to HK$45.8 million) (comprising HK$17.1 million
underwriting-related expenses, HK$18.8 million fees and expenses of legal advisors and Reporting
Accountants, and HK$9.9 million other fees and expenses), representing 10.2% of the gross
proceeds of the Global Offering.
FINANCIAL INFORMATION
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In 2025, we incurred listing expenses of RMB17.2 million (equivalent to HK$19.6 million),
of which RMB15.7 million (equivalent to HK$17.9 million) were charged to the consolidated
statements of profit or loss and other comprehensive income as administrative expenses and
RMB1.5 million (equivalent to HK$1.7 million) will be deducted from equity upon the Listing. We
expect that approximately RMB7.2 million (equivalent to HK$8.2 million) out of our listing
expenses to be recognized as administrative expenses in the consolidated statements of profit or loss
and other comprehensive income and approximately RMB15.7 million (equivalent to HK$18.0
million) out of our listing expenses to be recognized as a deduction in equity directly upon the
Listing.
UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS
For the calculation of the unaudited pro forma adjusted net tangible assets per Share, see
“Appendix II — Unaudited Pro Forma Financial Information.”
NO MATERIAL ADVERSE CHANGE
Our Directors confirm that, up to the date of this prospectus, there has been no material
changes to our business model and the general economic and regulatory environment in which we
operate, there has been no material adverse change in our financial or trading position or prospects
since December 31, 2025, being the date of which the latest audited consolidated financial
statements of our Group were prepared, as set out in the Accountants’ Report in Appendix I to this
prospectus.
DISCLOSURE REQUIRED UNDER THE LISTING RULES
Our Directors confirm that, as of the Latest Practicable Date, there were no circumstances that
would give rise to a disclosure requirement under Rules 13.13 to 13.19 in Chapter 13 of the Listing
Rules upon the Listing of the Shares on the Stock Exchange.
FINANCIAL INFORMATION
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FUTURE PLANS
See “Business — Our Business Strategies” for a detailed description of our future plans.
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of HK$403.1 million
(after deducting the underwriting fees and other estimated expenses payable by us in connection
with the Global Offering), assuming an Offer Price being the mid-point of the Offer Price ranged
stated in this prospectus.
In line with our business strategies, we intend to use the net proceeds of the Global Offering
for the following purposes:
 approximately 50.0% (or HK$201.6 million) will be used for continuous R&D on our AI
application products for marketing and sales. We aim to continuously enhance our core
technologies by integrating AI into our existing products and exploring new product
innovations. Through these efforts, we aim to deliver a more advanced, intelligent, and
automated AI application products to our valued customers. In particular:
(i) approximately 20.0% (or HK$80.6 million) will be used to upgrade our IT and
R&D infrastructure and strengthen our AI computing power infrastructure.
Specifically, we plan to comprehensively upgrade our IT R&D infrastructure
through the procurement of both software services and hardware equipment. In
terms of software, we intend to invest in cloud computing, big data services, and
cybersecurity products to strengthen our cloud platform capabilities, enhance data
processing and analytics, and improve overall network security. For hardware, we
plan to upgrade a range of servers, including computing and storage servers, to
boost our AI computing power.
The following table sets forth the estimated procurement amounts and costs of the
upgrades to our IT and R&D infrastructure:
Estimated
procurement
amounts
Estimated procurement costs
Y ear ending December 31,
2026 2027 2028 2029
units HK$’000 HK$’000 HK$’000 HK$’000
Software services
Cloud computing and AI-
related cloud services /H1118/H1118/H1118Approximately 200 1,514 2,726 3,634 4,240
Big data and Cybersecurity
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Approximately 94 1,577 5,005 5,143 7,337
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,091 7,731 8,777 11,577
Hardware equipment
Servers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Approximately 72 8,114 8,342 9,371 11,885
Load balancer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Approximately 20 3,428 2,286 2,286 3,428
Virtualization management
platform /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Approximately 2 1,14 3–––
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,685 10,628 11,657 15,313
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,776 18,359 20,434 26,890
FUTURE PLANS AND USE OF PROCEEDS
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The amount of software services we plan to procure is determined based on the
number of personnel in our current and planned expanded R&D team. The amount
of hardware equipment we plan to procure is determined based on our current
server rack scale and future anticipated business development needs. According to
Frost & Sullivan, there are over 500 providers who are capable of providing the
aforementioned software services we require, and over 100 providers who are
capable of providing the aforementioned hardware equipment we require.
(ii) approximately 30.0% (or HK$121.0 million) will be used to strengthen our R&D
capabilities. We plan to expand our in-house R&D team by recruiting and
developing high-caliber talent, including data scientists, algorithm engineers,
software and big data engineers, and specialists in AI. The addition of these
professionals will accelerate the enhancement of our proprietary AI algorithmic
frameworks, driving further improvements in the performance, efficiency, and
competitiveness of our core products.
The following table sets forth our qualification expectations for different types of
R&D talent to be recruited:
Positions Qualification expectations
Data scientists /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We plan to recruit data scientists with academic
backgrounds in mathematics, statistics, or related
disciplines, typically with over five years of
experience in data analytics or quantitative research.
Ideal candidates are expected to demonstrate strong
capabilities in statistical modeling and machine
learning, possess hands-on experience with big data
platforms, and exhibit strong business understanding
to support data-driven product development.
Algorithm engineers /H1118/H1118/H1118/H1118We intend to engage algorithm engineers with
degrees in computer science, mathematics, or
statistics, generally with more than three years of
experience in algorithm design and large-scale data
processing. Preferred candidates should demonstrate
proficiency in data mining and optimization
techniques, and prior experience in advertising or
search system development will be considered an
advantage.
Software engineers /H1118/H1118/H1118/H1118/H1118We aim to recruit software engineers with solid
academic training in computer science and typically
more than three years of experience in Java
development. Candidates should demonstrate strong
programming and database fundamentals and be
proficient in one or more mainstream programming
languages. Experience in data-related product
development will be viewed favorably.
FUTURE PLANS AND USE OF PROCEEDS
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Positions Qualification expectations
Big data engineers /H1118/H1118/H1118/H1118/H1118We plan to hire big data engineers with a background
in computer science and approximately three years of
relevant experience, preferably involving enterprise-
level big data systems. Candidates are expected to be
proficient in programming languages, and possess
hands-on experience with big data ecosystems and
machine learning pipelines.
AI Specialists /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We intend to recruit AI specialists with degrees in AI,
computer science, or mathematics, and generally
over three years of relevant experience, including at
least one year in AI agent development. Candidates
should have strong knowledge of Transformer-based
architectures and be familiar with industry-leading
tools. Experience in large language model
optimization, parameter tuning, and distributed
model training will be preferred.
The following table sets forth our recruitment plans and estimated labor costs for
such R&D talent:
Estimated
number of
recruits
Estimated labor costs
Y ear ending December 31,
2026 2027 2028 2029
HK$’000 HK$’000 HK$’000 HK$’000
Data scientists /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Approximately 20 3,428 6,857 9,142 11,428
Algorithm engineers /H1118/H1118/H1118/H1118/H1118/H1118Approximately 20 2,571 5,143 7,714 10,285
Software and big data
engineers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Approximately 30 3,600 7,714 12,857 15,428
Specialists in AI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Approximately 20 2,514 5,028 10,057 12,571
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,113 24,742 39,770 49,712
The recruitment of specialized roles, including data scientists focused on
innovative modeling methodologies, algorithm engineers developing real-time
bidding and personalization systems, and specialists in AI advancing LLMs
capabilities, will provide critical expertise in distributed computing, machine
learning optimization, and commercial application design. This cross-functional
team structure is expected to accelerate the enhancement of our proprietary AI
algorithmic frameworks by integrating advanced techniques and strengthening the
scalability of our data infrastructure, thereby driving faster iteration of our AI
application products.
FUTURE PLANS AND USE OF PROCEEDS
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 approximately 20.0% (or HK$80.6 million) will be used for expanding our sales network
to further broaden customer base. In particular:
(i) approximately 11.0% (or HK$44.3 million) will be used to expand our domestic
sales network. We plan to establish additional and expand existing sales teams in
key regions, including Beijing, Shanghai, Guangzhou, Hefei, Chengdu and
Chongqing. These regions are experiencing strong and growing demand for AI
application product for marketing and sales. We intend to recruit experienced local
sales and support personnel to enhance customer outreach, build deeper
relationships with existing clients, and engage potential customers across a broader
range of industries and geographies.
(ii) approximately 9.0% (or HK$36.3 million) will be used to develop our overseas
marketing network. During the Track Record Period, we had five overseas
employees primarily provided on-the-ground support for non-domestic customers
placing advertisements in the PRC market. As our non-domestic customer base has
continued to expand, we identified the need to strengthen our localized support
capacity to ensure timely service delivery and deepen customer engagement. In
addition, with the acceleration of our global expansion strategy, we plan to recruit
additional overseas sales and operational personnel to serve PRC-based enterprises
seeking to expand abroad. Specifically, we plan to establish and expand dedicated
overseas sales teams by hiring local sales and support personnel in target
international markets, such as Dubai.
The following table sets forth our recruitment plans and estimated labor costs for
domestic and overseas sales and support personnel from 2026 to 2029:
Estimated
number of
recruits
Estimated labor costs
Y ear ending December 31,
2026 2027 2028 2029
HK$’000 HK$’000 HK$’000 HK$’000
Domestic
Sales and support personnel /H1118Approximately 78 7,428 15,428 10,286 11,428
Overseas
Sales and support personnel /H1118Approximately 33 2,399 11,200 6,971 7,543
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,827 26,628 17,257 18,971
Furthermore, to strengthen our brand presence, we plan to expand our overseas
marketing efforts by (i) setting up a new overseas office in Dubai; and (ii)
organizing or participating in industry exhibitions and promotional campaigns, and
carrying out other brand-building and market development activities abroad.
Specifically, we will (a) publish influential content across multiple digital
platforms to promote our brand, products and services, and (b) host specialized
forums and seminars to further strengthen our brand. We expect to stage at least
five such initiatives each year over the next four years;
Please see “Business — Our Business Strategies — Enhance our sales network and
broaden our premium customer base” for more details.
 approximately 20.0% (or HK$80.6 million) will be used to selectively pursue strategic
acquisitions to enhance our AI application products for marketing and sales, with an aim
to enrich our product matrix and improve existing product functions and customer
structure, thereby increasing the penetration of our target customers in various industries
FUTURE PLANS AND USE OF PROCEEDS
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and adapting to the digital demands of evolving market. In particular, we plan to achieve
one to three acquisitions in the next four years. Our potential acquisition targets
primarily include (a) companies with decision-making AI applications that could be
complementary to our offerings; (b) companies with AI or big data technologies in
decision-making AI application market; and (c) companies in decision-making AI
application market with extensive customer base in specific industry verticals. We plan
to acquire companies located in Chinese Mainland. We mainly look for companies with
an annual revenue between RMB20.0 million and RMB30.0 million that are already
profitable or can be profitable in the short term. The execution of such acquisitions will
be methodically assessed based on strategic fit and valuation metrics. We will also
prudently assess a target company’s financial condition, management capabilities, and
compliance history, among other things. We believe there is a sufficient number of
acquisition targets to choose from. According to Frost & Sullivan, there are over 200
potential targets in the market meet our criteria. As of the Latest Practicable Date, we
had not engaged in any negotiations, entered into any letters of intent or agreements for
potential acquisitions, nor identified any definite acquisition targets; and
 approximately 10.0% (or HK$40.3 million) will be used for working capital and other
general corporate purposes.
In terms of financial impact, we expect the investments mentioned above to generate favorable
economic returns and support our sustainable growth in the long run. However, there will always
be a time gap between the initial investment and the substantial growth of business, revenue and
profits. As such, it is possible that our certain financial indicators, such as selling expenses and
research and development expenses, may increase briefly during the ramp-up period. As we
implement and ramp up these investments gradually, we expect to see steady improvements in our
profitability and overall business performance. We also expect the Global Offering to enhance our
capital position, with positive impacts on our debt-to-asset ratio and our net assets, resulting in a
more optimal capital structure that will strengthen our resilience and enhance our long-term
competitiveness.
If the Offer Price is fixed at HK$55.5 per Offer Share (being the high-end of the Offer Price
range stated in this prospectus), we will receive additional net proceeds of approximately HK$52.0
million. If the Offer Price is fixed at HK$43.5 per Offer Share (being the low-end of the Offer Price
range stated in this prospectus), the net proceeds will be reduced by approximately HK$52.0
million. To the extent our net proceeds are either more or less than expected, we will adjust our
allocation of the net proceeds for the above purposes on a pro-rata basis.
To the extent that the net proceeds are not immediately applied to the above purposes and to
the extent permitted by applicable laws and regulations, we will only place the net proceeds from
the Global Offering which are not immediately required for the disclosed purpose in short-term
interest-bearing accounts at licensed commercial banks and/or authorized financial institutions (as
defined under the Securities and Future Ordinance or applicable laws and regulations in other
jurisdictions). We will make an appropriate announcement if there is any change to the proposed use
of proceeds above or if any amount of the proceeds will be used for general corporate purposes.
FUTURE PLANS AND USE OF PROCEEDS
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HONG KONG UNDERWRITERS
ICBC International Securities Limited
CCB International Capital Limited
BOCOM International Securities Limited
Victory Securities Company Limited
Guolian Securities International Capital Co., Limited
Zhongtai International Securities Limited
Futu Securities International (Hong Kong) Limited
Tiger Brokers (HK) Global Limited
Get Nice Securities Limited
Y uen Meta (International) Securities Limited
South China Securities Limited
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, our Company has agreed to offer the
Hong Kong Offer Shares for subscription by the public in Hong Kong on and subject to the terms
and conditions of the Hong Kong Underwriting Agreement and this prospectus.
Subject to (a) the Stock Exchange granting approval for the listing of, and permission to deal
in, our H Shares to be issued as mentioned in this prospectus and such approval not having been
withdrawn; and (b) certain other conditions set out in the Hong Kong Underwriting Agreement
(including, among others, the Sponsor-Overall Coordinator (for itself and on behalf of the
Underwriters) and the Company, agreeing upon the Offer Price), the Hong Kong Underwriters have
agreed, severally but not jointly, to subscribe, or procure subscribers to subscribe, for the Hong
Kong Offer Shares which are being offered but are not taken up under the Hong Kong Public
Offering on the terms and subject to the conditions set out in this prospectus and the Hong Kong
Underwriting Agreement.
The Hong Kong Underwriting Agreement is conditional on and subject to, 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
The obligations of the Hong Kong Underwriters to subscribe or procure subscribers for the
Hong Kong Offer Shares under the Hong Kong Underwriting Agreement are subject to termination
by written notice from the Sponsor-Overall Coordinator (for itself and on behalf of the Hong Kong
Underwriters), at any time prior to 8:00 a.m. on the Listing Date if:
(a) there develops, occurs, exists or comes into force:
(i) any new laws or any change or development involving a prospective change in
existing laws, or any change or development involving a prospective change in the
interpretation or application thereof by any court or other competent authorities in
or affecting Hong Kong, the PRC, the United Kingdom, the United States,
Singapore, the European Union (or any member thereof), Japan, Dubai or any other
jurisdictions relevant to the Group (each a “ Relevant Jurisdiction ”); or
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(ii) any change or development involving a prospective change or development, or any
event or series of events likely to result in or representing a change or
development, in local, national, regional or international financial, political,
military, industrial, economic, currency market, fiscal, legal, credit or regulatory or
market conditions, taxation, equity securities or exchange controls or any monetary
or trading settlement system in or affecting any Relevant Jurisdiction or affecting
an investment in the Offer Shares; or
(iii) any event or series of events in the nature of force majeure (including, without
limitation, acts of government, declaration of a national or international
emergency, large-scale labour disputes, strikes, lock-outs, fire, explosion,
earthquake, volcanic eruption, flooding, tsunami, civil commotion, riots, rebellion,
public disorder, acts of war, acts of terrorism, outbreak or escalation of hostilities,
paralysis of government operations (whether or not responsibility has been
claimed), acts of God, major interruption in transportation, outbreak of diseases or
epidemics including, but not limited to, SARS, swine or avian flu, H5N1, H1N1,
H7N9, Ebola virus, Middle East respiratory syndrome (MERS), COVID-19 and
such related/mutated forms, economic sanction, in whatever form) in or directly or
indirectly affecting any Relevant Jurisdiction; or
(iv) any moratorium, suspension or restriction (including, without limitation, any
imposition of or requirement for any minimum or maximum price limit or price
range) in or on trading in securities generally on the Stock Exchange, the New Y ork
Stock Exchange, the NASDAQ Global Market, the London Stock Exchange, the
Tokyo Stock Exchange, the Singapore Stock Exchange, the Shanghai Stock
Exchange or the Shenzhen Stock Exchange; or
(v) any general moratorium on commercial banking activities in or affecting Hong
Kong (imposed by the Financial Secretary or the Hong Kong Monetary Authority
or other competent Authority), New Y ork (imposed at the U.S. Federal or New
Y ork State level or by any other competent Authority), London, the PRC,
Singapore, the European Union (or any member thereof), Japan or any of the other
Relevant Jurisdictions (declared by the relevant authorities) or any disruption in
commercial banking or foreign exchange trading or securities settlement or
clearance services, procedures or matters in or affecting any Relevant Jurisdiction;
or
(vi) a change or development involving a prospective change in or affecting taxes or
exchange control, currency exchange rates or foreign investment regulations
(including a material devaluation of the Hong Kong dollar or the Renminbi against
any foreign currencies and a change in the system under which the value of the
Hong Kong currency is linked to that of the currency of the United States), or the
implementation of any exchange control, in any of the Relevant Jurisdictions, or
any change or prospective change in taxation in any Relevant Jurisdiction
adversely affecting an investment in the H Shares; or
(vii) any litigation, dispute, legal action or claim or regulatory investigation of any third
party being threatened or instigated against any member of the Group or any
Director or any member of the Group’s senior management; or
(viii) the imposition of economic sanctions, in whatever form, directly or indirectly, in
the Relevant Jurisdictions; or
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(ix) any authority or a political body or organisation in any Relevant Jurisdiction
(including, in particular, the CSRC and its local branches and representative
offices) commencing any investigation or other action, or announcing an intention
to investigate or take other action, against any member of the Group or any
Director or any member of the Group’s senior management; or
(x) any order or petition being presented for the winding up of any members of the
Group or any composition or arrangement made by any members of the Group with
its creditors or a scheme of arrangement entered into by any members of the Group
or any resolution being passed for the winding up of any members of the Group or
the appointment of a provisional liquidator, receiver or manager over all or part of
the material assets or undertaking of any members of the Group or anything
analogous thereto occurring in respect of any members of the Group; or
(xi) a demand by any creditor for repayment or payment of any of the Group’s
indebtedness prior to its stated maturity; or
(xii) save as disclosed in this prospectus, any contravention by the Company, any
member of the Group, or any Director of any applicable laws or the Listing Rules;
or
(xiii) any non-compliance of this prospectus, the CSRC filings or any other documents
used in connection with the contemplated subscription and sale of the Offer Shares
or any aspect of the Global Offering with the Listing Rules, the CSRC rules or any
other applicable law; or
(xiv) any change or prospective change in, or a materialisation of, any of the risks set
out in the section headed “Risk Factors” in this prospectus; or
(xv) other than with the approval of the Sole Sponsor and the Sponsor-Overall
Coordinator, the issue or requirement to issue by the Company of any supplement
or amendment to this prospectus (or to any other documents used in connection
with the contemplated offer and sale of the Offer Shares pursuant to the Companies
Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance
or the Listing Rules or any requirement or request of the Stock Exchange and/or
the SFC; or
(xvi) any breach 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 the Hong Kong
Underwriting Agreement or the International Underwriting Agreement;
which, individually, or in the aggregate, in the sole and absolute opinion of the
Sponsor-Overall Coordinator (for itself and on behalf of the Hong Kong Underwriters),
(I) 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 interest under the International Offering; or (II) has or will or may have a material
adverse effect; or (III) makes or will make it inadvisable or impracticable to proceed
with the Global Offering; or (IV) has or will or may have the effect of (i) making any
part of the Hong Kong Underwriting Agreement (including underwriting) incapable of
performance in accordance with its terms or (ii) 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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(b) there comes to the notice of the Sponsor-Overall Coordinator (for itself and on behalf of
the Hong Kong Underwriters) that:
(i) any statement contained in any of the offering documents, the CSRC filings, the
operative documents, the preliminary offering circular, the post hearing
information pack and/or in 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, but excluding information in relation to the Underwriters,
consisting only of the name, logo, address and qualification of each of the Sole
Sponsor, the Sponsor-Overall Coordinator, the Overall Coordinator, the Joint
Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital
Market Intermediaries and the Hong Kong Underwriters) (collectively, the
“Offer-Related Documents ”) was, when it was issued, or has become, untrue,
incomplete, inaccurate, incorrect, deceptive or misleading, unless such untrue or
misleading statement is immaterial in the context of the Global Offering, or that
any forecast, estimate, expression of opinion, intention or expectation contained in
any of the Offer-Related Documents is not fair and honest and based on reasonable
grounds or, where appropriate, reasonable assumptions with reference to the facts
and circumstances then subsisting; or
(ii) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of this prospectus, constitute a material
omission from, or misstatement in, any of the Offer-Related Documents and the
CSRC filings; or
(iii) there is an event, act or omission which gives or is likely to give rise to any
liability of the Company or the Controlling Shareholders pursuant to the
indemnities given by any of them under the Hong Kong Underwriting Agreement
or the International Underwriting Agreement, as applicable; or
(iv) there is any material adverse change; or
(v) the approval of the Listing Committee of the listing of, and permission to deal in,
the H Shares to be issued pursuant to the Global Offering, 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
(vi) any expert specified in “Appendix VI — Statutory and General Information” of
this prospectus (other than the Sole Sponsor) has withdrawn its respective consent
to the issue of this 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
(vii) the Company withdraws any of the Offer-Related Documents or the Global
Offering; or
(viii) there is a 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
(ix) the Chairwoman, any other executive Director or senior management of the
Company whose name is disclosed in this prospectus is vacating his or her office;
or
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(x) any Director or member of senior management of the Company is being charged
with an indictable offence or is prohibited by operation of law or otherwise
disqualified from taking part in the management of a company; or
(xi) a material portion of the orders placed or confirmed in the bookbuilding process
have been withdrawn, terminated or cancelled,
then, in each case, the Sponsor-Overall Coordinator (for itself and on behalf of the Hong
Kong Underwriters) may, in its sole and absolute discretion and upon giving notice in
writing to the Company, terminate the Hong Kong Underwriting Agreement with
immediate effect.
Undertakings to the Stock Exchange Pursuant to the Listing Rules
Undertakings by our Company
Pursuant to Rule 10.08 of the Listing Rules, our Company has undertaken to the Stock
Exchange, that no further Shares or securities convertible into equity securities of our Company
(whether or not of a class already listed) may be issued or sold or transferred out of treasury or form
the subject of any agreement to such an issue, or sale or transfer out of treasury by our Company
within six months from the Listing Date (whether or not such issue of Shares or securities of our
Company, or sale or transfer of shares out of treasury will be completed within six months from the
Listing Date), except (a) pursuant to the Global Offering; or (b) under any of the circumstances
provided under Rule 10.08 of the Listing Rules.
Undertakings by our Controlling Shareholders
By virtue of Rule 10.07 of the Listing Rules, each of our Controlling Shareholders has
undertaken to the Stock Exchange and to our Company that, except pursuant to the Global Offering,
it will not and will procure that the relevant registered holder(s) (if any) of our Shares in which any
of them has a beneficial interest will not, without the prior written consent of the Stock Exchange
or unless otherwise in compliance with the requirements of the Listing Rules:
(i) in the period commencing from the date by reference to which disclosure of his/her
shareholdings in our Company is made in this prospectus and ending on the date which
is six months from the Listing Date (the “ First Six-Month Period ”), either directly or
indirectly, 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 they are shown to be the beneficial owner in this prospectus (the “ Relevant
Shares ”); and
(ii) in the period of six months commencing from the expiry of the First Six-Month Period,
either directly or indirectly, dispose of, nor enter into any agreement to dispose of or
otherwise create any options, rights, interests or encumbrances in respect of, any of the
Relevant Shares to such extent that, immediately following such disposal, or upon the
exercise or enforcement of such options, rights, interests or encumbrances, he/she will
cease to be a controlling shareholder (as defined in the Listing Rules) of our Company
or a member of a group of our Controlling Shareholders or would together with the other
Controlling Shareholders cease to be a controlling shareholder (as defined in the Listing
Rules).
UNDERWRITING
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Pursuant to Note 3 to Rule 10.07(2) of the Listing Rules, each of our Controlling Shareholders
has undertaken to the Stock Exchange and to our Company that within the period commencing from
the date by reference to which disclosure of their shareholdings in our Company is made in this
prospectus and ending on the date which is 12 months from the Listing Date, he/she will:
(i) when he/she pledges or charges any Relevant Shares in favor of an authorized institution
(as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) pursuant
to Note 2 to Rule 10.07(2) of the Listing Rules, immediately inform our Company in
writing of such pledge or charge together with the number of Relevant Shares so pledged
or charged; and
(ii) when he/she receives indications, either verbal or written, from the pledgee or chargee
of any Shares that any of the pledged or charged Relevant Shares will be disposed of,
immediately inform our Company in writing of such indications.
Our Company will inform the Stock Exchange in writing as soon as we have been informed
of matters referred in above by any of our Controlling Shareholders and disclose such matters by
way of announcement pursuant to the requirements under the Listing Rules as soon as possible.
Undertakings pursuant to the Hong Kong Underwriting Agreement
Undertakings by our Company
Our Company has undertaken to each of the Sole Sponsor, the Sponsor-Overall Coordinator,
the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong
Underwriters and the Capital Market Intermediaries, that except for the offer, allotment, issue and
sale of the Offer Shares pursuant to the Global Offering at any time after the date of the Hong Kong
Underwriting Agreement up to and including the date falling the First Six-Month Period, our
Company will not, without the prior written consent of the Sole Sponsor and the 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, mortgage, charge, pledge, assign, hypothecate, lend, grant or sell any
option, warrant, contract or right to subscribe for or purchase, grant or purchase any
option, warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose
of or create an encumbrance over, or agree to transfer or dispose of or create an
encumbrance over, either directly or indirectly, conditionally or unconditionally, any
legal or beneficial interest in the share capital or any other securities of our 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 represent the right
to receive, or any warrants or other rights to purchase, any share capital or other
securities of our Company, as applicable), or deposit any share capital or other securities
of our Company, 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 any Shares or
other securities of our 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 represent the right to receive, or any warrants or other rights to
purchase, any Shares or other securities of our Company, as applicable); or
(iii) enter into any transaction with the same economic effect as any transaction specified in
(i) or (ii) above; or
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(iv) offer to or contract to or agree to or announce, or publicly disclose 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 share capital or such other securities of our Company, or in cash or otherwise (whether
or not the issue of such share capital or other securities of our Company will be completed within
the First Six-month Period).
Our Company further agrees that, in the event that at any time during the period of six months
commencing on the date on which the First Six-Month Period expires (the “ Second Six-Month
Period ”), our Company enters into any of the transactions specified in (i), (ii) or (iii) above or
offers or agrees or contracts to, or announces, or publicly discloses, any intention to, enter into any
such transactions, our Company will take all reasonable steps to ensure that it will not create a
disorderly or false market in the Shares or other securities of the Company.
Undertakings by our Controlling Shareholders
Each of our Controlling Shareholders has jointly and severally agreed and undertaken to each
of the Company, the Sole Sponsor, the Sponsor-Overall Coordinator, the Joint Global Coordinators,
the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the Capital
Market Intermediaries that, without the prior written consent of the Sole Sponsor and the
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) it will not, at any time during the First Six-Month Period, (a) sell, offer to sell, contract
or agree to sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any option,
warrant, contract or right to purchase, grant or purchase any option, warrant, contract or
right to sell, or otherwise transfer or dispose of or create an encumbrance over, or agree
to transfer or dispose of or create an encumbrance over, either directly or indirectly,
conditionally or unconditionally, any Shares or other securities of our Company or any
interest therein (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 of our Company, as
applicable) beneficially owned by him/her as at the Listing Date (the “ Locked-up
Securities ”), or deposit any Locked-up Securities with a depositary in connection with
the issue of depositary receipts, or (b) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership
of any Locked-up Securities, or (c) enter into any transaction with the same economic
effect as any transaction specified in (a) or (b) above, or (d) offer to or contract to or
agree to or announce that any of the Controlling Shareholders will or may enter into any
transaction specified in (a), (b) or (c) above, in each case, whether any of the
transactions specified in (a), (b) or (c) above is to be settled by delivery of Shares or
other securities of our Company or in cash or otherwise (whether or not the settlement
or delivery of such Shares or other securities will be completed within the First
Six-Month Period);
(ii) it will not, during the Second Six-Month Period, enter into any of the transactions
specified in (a), (b) or (c) above or offer to or agree to or announce any intention to enter
into any such transaction if, immediately following such transaction, it will cease to be
a “Controlling Shareholder” (as defined in the Listing Rules) of our Company; and
(iii) until the expiry of the Second Six-Month Period, in the event that he/she enters into any
of the transactions specified in (a), (b) or (c) above or offers to or agrees to or announces
any intention to enter into any such transaction, he/she will take all reasonable steps to
ensure that he/she will not create a disorderly or false market in the securities of our
Company.
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For the avoidance of doubt, the restrictions above do not apply to (i) any additional Shares or
other securities of our Company or any interest therein acquired by any of the Controlling
Shareholders after the Listing; or (ii) any pledge or charge of any Shares or other equity securities
of our 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 represent the right to
receive, or any warrants or other rights to purchase, any Shares or other equity securities of our
Company) after the Global Offering in favor of an authorized institution as defined in the Banking
Ordinance for a bona fide commercial loan.
Each of the Controlling Shareholders has further undertaken that during the First Six-Month
Period and Second Six-Month Period, he/she will: (i) if and when any of them pledges or charges
any Locked-up Securities, immediately inform our Company, the Sole Sponsor and the Sponsor-
Overall Coordinator in writing of such pledge or charge together with the number of Locked-up
Securities so pledged or charged; and (ii) if and when he/she receives indications, either verbal or
written, from any pledgee or chargee that any of the pledged or charged Locked-up Securities will
be disposed of, immediately inform our Company, the Sole Sponsor and the Sponsor-Overall
Coordinator in writing of such indications.
Indemnity
We and our Controlling Shareholders have agreed to indemnify, among others, the Sole
Sponsor, the Sponsor-Overall Coordinator, the Joint Global Coordinators, the Joint Bookrunners,
the Joint Lead Managers, the Hong Kong Underwriters and the Capital Market Intermediaries for
certain losses which they may suffer, including, among others, losses arising from the performance
of their obligations under the Hong Kong Underwriting Agreement and any breach by our Company
and our Controlling Shareholders of the Hong Kong Underwriting Agreement.
The International Offering
International Underwriting Agreement
In connection with the International Offering, it is expected that our Company and our
Controlling Shareholders will enter into the International Underwriting Agreement with the Sole
Sponsor, the Sponsor-Overall Coordinator and the International Underwriters. Under the
International Underwriting Agreement, subject to the conditions set forth therein, the International
Underwriters would severally and not jointly agree to purchase, or procure purchasers to purchase,
the Offer Shares being offered pursuant to the International Offering (subject to, among others, any
reallocation between the International Offering and the Hong Kong Public Offering). It is expected
that the International Underwriting Agreement may be terminated on similar grounds as the Hong
Kong Underwriting Agreement. Potential investors are reminded that in the event that the
International Underwriting Agreement is not entered into, or is terminated, the Global Offering will
not proceed.
It is expected that each of our Controlling Shareholders will undertake to the International
Underwriters not to dispose of, or enter into any agreement to dispose of, or otherwise create any
options, rights, interest or encumbrances in respect of any of the Shares held by it in our Company
for a period similar to such undertakings given by them pursuant to the Hong Kong Underwriting
Agreement, which is described in “— Underwriting Arrangements and Expenses — Undertakings
pursuant to the Hong Kong Underwriting Agreement — Undertakings by our Controlling
Shareholders” above.
Commission and Expenses
Our Company will pay an underwriting commission of 2.5% of the aggregate Offer Price of
all the Offer Shares (the “ Fixed Fees ”). Our Company may also in our sole and absolute discretion
pay any one or all of the Underwriters an additional incentive fee in aggregate of up to 2.0% of the
UNDERWRITING
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aggregate Offer Price for all of the Offer Shares (the “ Discretionary Fees ”). As of the Latest
Practicable Date, the allocation of a portion of the Fixed Fees remains subject to the Company’s
discretion. Accordingly, the unallocated portion of the Fixed Fees will be regarded as the
discretionary fees for the purpose of the Listing Rules. The ratio of the fixed fees and discretionary
fees (as classified under and for the purpose of Rule 3A.34 of the Listing Rules) payable by the
Company to all syndicate members is expected to be approximately 40.58:59.42 (assuming (i) the
Offer Price is HK$43.50 per Offer Share, which is the low-end of the indicative Offer Price range
as set out in this prospectus; and (ii) the Discretionary Fees will be fully paid). For any
unsubscribed Hong Kong Offer Shares reallocated to the International Offering, we will pay an
underwriting commission at the rate applicable to the International Offering and such commission
will be paid to the relevant International Underwriters and not the Hong Kong Underwriters.
The aggregate commissions and fees, together with Stock Exchange listing fees, SFC
transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565%, AFRC transaction levy of
0.00015%, legal and other professional fees and printing and all other expenses payable by us
relating to the Global Offering are currently estimated to amount in aggregate to approximately
HK$45.8 million (assuming an Offer Price of HK$49.50 per Offer Share, being the mid-point of the
indicative Offering Price range stated in this prospectus).
Sole Sponsor’s Fee
An amount of US$400,000 is payable by our Company as sponsor fee to the Sole Sponsor.
INDEPENDENCE OF THE SOLE SPONSOR
The Sole Sponsor satisfies the independence criteria applicable to sponsor set out in Rule
3A.07 of the Listing Rules.
UNDERWRITERS’ INTERESTS IN OUR COMPANY
Save for the obligations under the Hong Kong Underwriting Agreement and the International
Underwriting Agreement and as disclosed in this prospectus, as at the Latest Practicable Date, none
of the Underwriters has any shareholding or beneficial interests in any member of our Group nor
has any right or option (whether legally enforceable or not) to subscribe for or purchase or to
nominate persons to subscribe for or purchase securities in any member of our Group nor any
interest in the Global Offering.
Following the completion of the Global Offering, the Hong Kong Underwriters and their
affiliated companies may hold a certain portion of the H Shares as a result of fulfilling their
obligations under the Hong Kong Underwriting Agreement.
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, 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,
UNDERWRITING
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--- page 286 ---
securities and/or instruments of our Company and/or persons and entities with relationships with
our Company and may also include swaps and other financial instruments entered into for hedging
purposes in connection with our Group’s loans and other debt.
In relation to issues by Syndicate Members or their affiliates of any listed securities having
the H Shares as their underlying securities, whether on the Stock Exchange or on any other stock
exchange, the rules of the 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 H Shares in most cases.
Such activities may affect the market price or value of our H Shares, the liquidity or trading
volume in our H Shares and the volatility of the price of our H 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 must not, in connection with the distribution of the Offer Shares,
effect any transactions (including issuing or entering into any option or other derivative
transactions relating to the Offer Shares), whether in the open market or otherwise, with
a view to stabilizing or maintaining the market price of any of the Offer Shares at levels
other than those which might otherwise prevail in the open market; and
(b) 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 our Company
and our affiliates for which such Syndicate Members or their respective affiliates have received or
will receive customary fees and commissions.
UNDERWRITING
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--- page 287 ---
THE GLOBAL OFFERING
This prospectus is published in connection with the Hong Kong Public Offering as part of the
Global Offering. The Global Offering comprises:
(a) the Hong Kong Public Offering of initially 906,800 H Shares (subject to reallocation) in
Hong Kong, as described in “— The Hong Kong Public Offering” below; and
(b) the International Offering of initially 8,161,200 H Shares (subject to reallocation)
outside the United States in offshore transactions in reliance on Regulation S, as
described in “— The International Offering” below.
The 9,068,000 H Shares initially being offered in the Global Offering will represent
approximately 10% of the total number of issued H Shares immediately after completion of the
Global Offering. The underwriting arrangements, and the respective Underwriting Agreements, are
summarized in the section headed “Underwriting” in this prospectus.
Investors may apply for Hong Kong Offer Shares under the Hong Kong Public Offering, or,
if qualified to do so, apply for or indicate an interest in International Offer Shares under the
International Offering, but may not do both.
References in this prospectus to applications, application monies or the procedure for
application relate solely to the Hong Kong Public Offering.
THE HONG KONG PUBLIC OFFERING
Number of Shares Initially Offered
Our Company is initially offering 906,800 Hong Kong Offer Shares, representing 10% of the
total number of Offer Shares initially available under the Global Offering, at the Offer Price for
subscription by the public in Hong Kong. Subject to the reallocation of H Shares between the
International Offering and the Hong Kong Public Offering, the Hong Kong Offer Shares will
represent approximately 1% of the enlarged issued share capital of our Company immediately after
completion of the Global Offering.
The Hong Kong Public Offering is open to members of the public in Hong Kong as well as
to institutional and professional investors. Professional investors generally include brokers, dealers
and companies (including fund managers) whose ordinary business involves dealing in shares and
other securities, and corporate entities which regularly invest in shares and other securities.
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a
several basis under the terms of the Hong Kong Underwriting Agreement and is subject to our
Company and the Sponsor-Overall Coordinator (for itself and on behalf of the Underwriters)
agreeing on the Offer Price. Completion of the Hong Kong Public Offering is subject to the
conditions as set out in “— Conditions of the Global Offering” below.
Allocation
Allocation of the 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 would mean
that some applicants may receive a higher allocation than others who have applied for the same
number of Hong Kong Offer Shares, and those applicants who are not successful in the ballot may
not receive any Hong Kong Offer Shares.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 288 ---
For allocation purposes only, the total number of the Offer Shares initially available under the
Hong Kong Public Offering (after taking account of any reallocation in the number of Offer Shares
allocated between the Hong Kong Public Offering and the International Offering referred to below)
will be divided equally into two pools (with any odd lots being allocated to pool A): pool A and pool
B. Pool A will comprise 453,400 Hong Kong Offer Shares and pool B will comprise 453,400 Hong
Kong Offer Shares initially. Both of which are available on an equitable basis to successful
applicants. All valid applications that have applied for Hong Kong Offer Shares with a total
subscription price (excluding brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange
trading fee of 0.00565% and AFRC transaction levy of 0.00015% payable) of HK$5 million or
below will fall into pool A. All valid applications that have applied for Hong Kong Offer Shares
with a total subscription price (excluding brokerage of 1.0%, SFC transaction levy of 0.0027%,
Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015% payable) of over
HK$5 million and up to the total value of pool B will fall into pool B.
For the purpose of this sub-section only, the “price” for Offer Shares means the price payable
on application therefor (without regard to the Offer Price as finally determined).
Applicants should be aware that applications in Pool A and applications in Pool B may receive
different allocation ratios. If Hong Kong Offer Shares in one (but not both) of the two pools are
undersubscribed, the surplus Hong Kong Offer Shares will be transferred to the other pool to satisfy
demand in that other pool and be allocated accordingly.
Applicants can only receive an allocation of Hong Kong Offer Shares from either Pool A or
Pool B, but not from both pools. Multiple or suspected multiple applications and any application
for more than 453,400 Hong Kong Offer Shares (being 50% of the 906,800 Offer Shares initially
available under the Hong Kong Public Offering) will be rejected.
Reallocation
The Offer Shares to be offered in the Hong Kong Public Offering and the International
Offering may, in certain circumstances, be reallocated as between these offerings at the discretion
of the Sponsor-Overall Coordinator. Subject to the allocation cap described in the subsequent
paragraph, the 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 accordance with the guidance in Chapter 4.14 of the Guide for New
Listing Applicants. In addition, if the Hong Kong Public Offering is not fully subscribed, the
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 it deems 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 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 453,400 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 1,360,200 Offer
Shares, representing approximately 15% of the number of Offer Shares initially available under the
Global Offering and the final Offer Price should be fixed at the lower end of the indicative Offer
Price range (that is, HK$43.50 per Offer Share) stated in this prospectus, in accordance with
Chapter 4.14 of the Guide for New Listing Applicants.
STRUCTURE OF THE GLOBAL OFFERING
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Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the
International Offering follows Mechanism B set out under paragraph 2 of Chapter 4.14 of the Guide
for New Listing Applicants and the provision of Paragraph 4.2(b) of Practice Note 18 of the Listing
Rules, no mandatory clawback or reallocation mechanism is required to increase the number of
Offer Shares under the Hong Kong Public Offering to a certain percentage of the total number of
Offer Shares offered under the Global Offering.
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
expected to be published on Tuesday, May 26, 2026.
Applications
The Sponsor-Overall Coordinator (for itself and on behalf of the Underwriters) may require
any investor who has been offered H Shares under the International Offering, and who has made an
application under the Hong Kong Public Offering, to provide sufficient information to the
Sponsor-Overall Coordinator so as to allow it to identify the relevant applications under the Hong
Kong Public Offering and to ensure that it is excluded from any application for H Shares under the
International Offering.
Each applicant under the Hong Kong Public Offering will also be required to give an
undertaking and confirmation in the application submitted by him/her/it that he/she/it and any
person(s) for whose benefit he/she/it is making the application has not applied for or taken up, or
indicated an interest in, and will not apply for or take up, or indicate an interest in, any International
Offer Shares under the International Offering, and such applicant’s application under the
International Offering is liable to be rejected if the said undertaking and/or confirmation is breached
and/or untrue (as the case may be).
Applicants under the Hong Kong Public Offering may be required to pay, on application
(subject to application channels), the maximum price of HK$55.50 per Offer Share in addition to
the brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy
payable on each Offer Share. If the Offer Price, as finally determined in the manner described in
“— Pricing and Allocation” below, is less than the maximum price of HK$55.50 per Offer Share,
appropriate refund payments (including the brokerage, SFC transaction levy, Stock Exchange
trading fee and AFRC transaction levy attributable to the surplus application monies) will be made
to successful applicants (subject to application channels), without interest. Further details are set
out in “How to Apply for Hong Kong Offer Shares.”
References in this prospectus to applications, application monies or the procedure for
application relate solely to the Hong Kong Public Offering.
THE INTERNATIONAL OFFERING
Number of Offer Shares Offered
Subject to the reallocation as described above, the number of Offer Shares to be initially
offered under the International Offering will be 8,161,200, representing 90% of the total number of
Offer Shares initially available under the Global Offering. The International Offering is expected
to be fully underwritten by the International Underwriters subject to the terms and conditions of the
International Underwriting Agreement, and is subject to the Hong Kong Public Offering becoming
unconditional.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 290 ---
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 offshore transactions 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 which regularly invest in shares and other securities. The International
Offering is subject to the Hong Kong Public Offering being unconditional.
Allocation of Offer Shares pursuant to the International Offering will be effected in
accordance with the “book-building” process described in “— Pricing and Allocation” below and
based on a number of factors, including the level and timing of demand, total size of the relevant
investor’s invested assets or equity assets in the relevant sector and whether or not it is expected
that the relevant investor is likely to hold or sell, H Shares, after the Listing. Such allocation is
intended to result in a distribution of the H Shares on a basis which would lead to the establishment
of a solid shareholder base to the benefit of our Company and our Shareholders as a whole.
The Sponsor-Overall Coordinator (for itself and 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
Sponsor-Overall Coordinator (for itself and on behalf of the Underwriters) so as to allow them to
identify the relevant applications under the Hong Kong Public Offering and to ensure that they are
excluded from any application of Offer Shares under the International Offering.
Reallocation
The total number of Offer Shares to be issued pursuant to the International Offering may
change as a result of the reallocation arrangement described in “— The Hong Kong Public Offering
— Reallocation” above and/or any reallocation of unsubscribed Offer Shares originally included in
the Hong Kong Public Offering.
PRICING AND ALLOCATION
Determining the 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.
Pricing for the Offer Shares for the purpose of the various offerings under the Global Offering
will be fixed on the Price Determination Date, which is expected to be on or before Friday, May
22, 2026, by agreement between the Sponsor-Overall Coordinator (for itself and on behalf of the
Underwriters) and our Company and the number of Offer Shares to be allocated under the various
offerings will be determined shortly thereafter.
Offer Price Range
The Offer Price will not be more than HK$55.50 per Offer Share and is expected to be not less
than HK$43.50 per Offer Share, unless otherwise announced by our Company no later than the
morning of the last day for lodging applications under the Hong Kong Public Offering, which is
STRUCTURE OF THE GLOBAL OFFERING
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--- page 291 ---
Thursday, May 21, 2026, as further explained below. Prospective investors should be aware that
the Offer Price to be determined on the Price Determination Date may be, but is not expected
to be, lower than the indicative Offer Price range stated in this prospectus.
If, for any reason, our Company and the Sponsor-Overall Coordinator (for itself and on behalf
of the Underwriters) are unable to reach agreement on the Offer Price on or before Friday, May 22,
2026, the Global Offering will not proceed and will lapse.
Reduction in Indicative Offer Price Range and/or Number of Offer Shares
The Sponsor-Overall Coordinator (for itself and on behalf of the other 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 indicative Offer Price range 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 announced on the
website of our Company at www.deepzero.com and the website of the Stock Exchange at
www.hkexnews.hk , notices of the reduction, and the cancellation of the Global Offering and
relaunch of the offer at the revised number of Offer Shares and/or the revised Offer Price.
As soon as practicable after such reduction of the number of Offer Shares and/or the Offer
Price, we will also 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
indicative Offer Price range may not be made until the day which is the last day for lodging
applications under the Hong Kong Public Offering, which is Thursday, May 21, 2026. In the
absence of any such supplemental or new prospectus so published, the number of Offer Shares will
not be reduced and/or the Offer Price, if agreed upon by the Sponsor-Overall Coordinator (for itself
and on behalf of the Underwriters) and our Company, will under no circumstances be set outside
the Offer Price range as stated in this prospectus.
Announcement of Offer Price and Basis of Allocations
The final Offer Price, the results of indications of interest in the International Offering, the
results of applications in the Hong Kong Public Offering, the basis of allocations of the Hong Kong
Offer Shares and the results of allocations are expected to be announced on Tuesday, May 26, 2026
on the website of our Company at www.deepzero.com and the website of the Stock Exchange at
www.hkexnews.hk .
UNDERWRITING
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under
the terms of the Hong Kong Underwriting Agreement and is subject to our Company and the
Sponsor-Overall Coordinator (for itself and on behalf of the Underwriters) agreeing on the Offer
Price.
We expect to enter into the International Underwriting Agreement relating to the International
Offering on or around the Price Determination Date.
STRUCTURE OF THE GLOBAL OFFERING
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These underwriting arrangements under the Hong Kong Underwriting Agreement and the
International Underwriting Agreement are summarized in “Underwriting” in this prospectus.
CONDITIONS OF THE GLOBAL OFFERING
Acceptances of all applications for Offer Shares pursuant to the Global Offering will be
conditional on, among others:
(a) the Stock Exchange granting approval for the listing of, and permission to deal in, the
H Shares to be issued pursuant to the Global Offering, and such approval not
subsequently having been revoked prior to the commencement of dealings in the H
Shares on the Stock Exchange;
(b) the Offer Price having been duly agreed between our Company and the Sponsor-Overall
Coordinator (for itself and on behalf of the Underwriters) on the Price Determination
Date;
(c) the execution and delivery of the International Underwriting Agreement on or around the
Price Determination Date; and
(d) the obligations of the Underwriters under the respective Underwriting Agreements
becoming and remaining unconditional and not having been terminated in accordance
with the terms of the respective agreements,
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) and,
in any event, not later than the date which is 30 days after the date of this prospectus.
If, for any reason, the Offer Price is not agreed between our Company and the Sponsor-Overall
Coordinator (for itself and on behalf of the Underwriters) by 12:00 noon on Friday, May 22, 2026,
the Global Offering will not proceed and will lapse immediately.
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 their respective terms.
If the above conditions are not fulfilled or waived prior to the times and dates specified, the
Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of the lapse
of the Hong Kong Public Offering will be published by our Company on the website of the Stock
Exchange at www.hkexnews.hk and the website of our Company at www.deepzero.com on the next
Business Day following such lapse. In such eventuality, all application monies will be returned,
without interest, on the terms set out in “How to Apply for Hong Kong Offer Shares —D.
Dispatch/Collection of H Share Certificates and Refund of Application Monies.” In the meantime,
all application monies will be held in separate bank account(s) with the receiving bankers or other
bank(s) in Hong Kong licensed under the Banking Ordinance (Chapter 155 of the Laws of Hong
Kong) (as amended).
H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date
provided that (i) the Global Offering has become unconditional in all respects, and (ii) the right of
termination as described in “Underwriting — Underwriting Arrangements and Expenses — Hong
Kong Public Offering — Grounds for Termination” has not been exercised.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 293 ---
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the listing of, and permission to deal in, the H
Shares to be issued by us pursuant to the Global Offering and the Conversion of Unlisted Shares
into H Shares.
No part of our Company’s share or loan capital is listed on or dealt in on any other stock
exchange and no such listing or permission to deal is being or proposed to be sought in the near
future.
SHARES WILL BE ELIGIBLE FOR CCASS
Subject to the granting of the listing of, and permission to deal in, the H Shares on the Stock
Exchange and compliance with the stock admission requirements of HKSCC, the H 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 H Shares on the Stock Exchange or any
other date HKSCC chooses. Settlement of transactions between participants of the Stock Exchange
(as defined in the Listing Rules) is required to take place in CCASS on the second settlement day
after any trading day. All activities under CCASS are subject to the General Rules of HKSCC and
the HKSCC Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling our H 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.
DEALING ARRANGEMENTS
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m.
in Hong Kong on Wednesday, May 27, 2026, it is expected that dealings in the H Shares on the
Stock Exchange will commence at 9:00 a.m. on Wednesday, May 27, 2026. The H Shares will be
traded on the Main Board of the Stock Exchange in board lots of 100 H Shares each. The stock code
of the H Shares will be 2723.
STRUCTURE OF THE GLOBAL OFFERING
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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 www.deepzero.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 White Form eIPO service only).
Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the
Stock Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or the person(s)
for whose benefit you are applying for:
 are an existing Shareholder or its close associates; or
 are a Director, Supervisor or any of his/her close associates.
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Monday, May 18, 2026
and end at 12:00 noon on Thursday, May 21, 2026 (Hong Kong time).
To apply for Hong Kong Offer Shares, you may use one of the following application channels:
Application Channel Platform Target Investors Application Time
White Form eIPO
service /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118www.eipo.com.hk Applicants who would like
to receive a physical H
Share certificate. Hong
Kong Offer Shares
successfully applied for
will be allotted and
issued in your own name.
From 9:00 a.m. on Monday,
May 18, 2026 to 11:30
a.m. on Thursday, May
21, 2026, Hong Kong
time.
The latest time for
completing full payment
of application monies
will be 12:00 noon on
Thursday, May 21, 2026,
Hong Kong time.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 295 ---
Application Channel Platform Target Investors Application Time
HKSCC EIPO
channel /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Y our broker or custodian
who is a HKSCC
Participant will submit a
HKSCC EIPO
application on your
behalf through HKSCC’s
FINI system in
accordance with your
instruction.
Applicants who would not
like to receive a physical
H Share certificate. Hong
Kong Offer Shares
successfully applied for
will be allotted and
issued in the name of
HKSCC Nominees,
deposited directly into
CCASS and credited to
your designated HKSCC
Participant’s stock
account.
Contact your broker or
custodian for the earliest
and latest time for giving
such instructions, as this
may vary by broker or
custodian.
The White Form eIPO service and the HKSCC EIPO channel are facilities subject to
capacity limitations and potential service interruptions and you are advised not to wait until the last
day of the application period to apply for Hong Kong Offer Shares.
For those applying through the White Form eIPO service, once you complete payment in
respect of any application instructions given by you or for your benefit through the White Form
eIPO service to make an application for Hong Kong Offer Shares, an actual application shall be
deemed to have been made. If you are a person for whose benefit the electronic application
instructions are given, you shall be deemed to have declared that only one set of electronic
application instructions has been given for your benefit. If you are an agent for another person,
you shall be deemed to have declared that you have only given one set of electronic application
instructions for the benefit of the person for whom you are an agent and that you are duly
authorized to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the White Form eIPO
service more than once and obtaining different application reference numbers without effecting full
payment in respect of a particular reference number will not constitute an actual application.
If you apply through the White Form eIPO service, you are deemed to have authorized the
White Form eIPO service provider to apply on the terms and conditions in this prospectus, as
supplemented and amended by the terms and conditions of the White Form eIPO service.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your
behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you jointly
and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees
(acting as nominee for the relevant HKSCC Participants) to apply for Hong Kong Offer Shares on
your behalf and to do on your behalf all the things stated in this prospectus and any supplement to
it.
For those applying through 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 number
 Identity document type, with order of
priority:
i. LEI registration document; or
ii. Certificate of incorporation; or
iii. Business registration certificate; or
iv. Other equivalent document; and
 Identity document number
Notes:
1. If you are applying through the White Form eIPO service, you are required to provide a valid e-mail address,
a contact telephone number and a Hong Kong address. 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 account holders on FINI
(1) is capped at four in accordance with market practice.
5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document),
the identity document’s issuing country or jurisdiction, the identity document type; and (ii), the identity
document number, for each of the beneficial owners or, in the case(s) of joint beneficial owners, for each joint
beneficial owner. If you do not include this information, the application will be treated as being made for your
benefit.
(1) Subject to change, if the Company’s Articles of Incorporation and applicable company law prescribe a lower cap.
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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 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. Permitted Number of Hong Kong Offer Shares for Application
Board lot size /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: 100 H 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/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 maximum Offer Price is HK$55.50 per H Share.
If you are applying through the HKSCC EIPO channel,
your broker or custodian may require you to pre-fund
your application in such amount as determined by the
broker or custodian, based on the applicable laws and
regulations in Hong Kong. Y ou are responsible for
complying with any such pre-funding requirement
imposed by your broker or custodian with respect to
the Hong Kong Offer Shares you applied for.
By instructing your broker or custodian to apply for the
Hong Kong Offer Shares on your behalf through the
HKSCC EIPO channel, you (and, if you are joint
applicants, each of you jointly and severally) are
deemed to have instructed and authorized HKSCC to
cause HKSCC Nominees (acting as nominee for the
relevant HKSCC Participants) to arrange payment of the
final Offer Price, brokerage, SFC transaction levy, the
Stock Exchange trading fee and the AFRC transaction
levy by debiting the relevant nominee bank account at
the designated bank for your broker or custodian.
If you are applying through the White Form eIPO
service, you may refer to the table below for the amount
payable for the number of Offer Shares you have
selected. Y ou must pay the respective amount payable
on application in full upon application for Hong Kong
Offer Shares.
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No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (1) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (1) on
application/
successful
allotment
HK$ HK$ HK$ HK$
100 5,605.97 2,000 112,119.44 10,000 560,597.18 80,000 4,484,777.40
200 11,211.95 2,500 140,149.30 15,000 840,895.77 90,000 5,045,374.58
300 16,817.91 3,000 168,179.16 20,000 1,121,194.36 100,000 5,605,971.76
400 22,423.88 3,500 196,209.01 25,000 1,401,492.93 150,000 8,408,957.63
500 28,029.86 4,000 224,238.86 30,000 1,681,791.53 200,000 11,211,943.50
600 33,635.83 4,500 252,268.72 35,000 1,962,090.11 250,000 14,014,929.38
700 39,241.81 5,000 280,298.59 40,000 2,242,388.70 300,000 16,817,915.26
800 44,847.78 6,000 336,358.30 45,000 2,522,687.29 350,000 19,620,901.13
900 50,453.74 7,000 392,418.02 50,000 2,802,985.88 400,000 22,423,887.00
1,000 56,059.72 8,000 448,477.75 60,000 3,363,583.06 453,400
(1) 25,417,475.92
1,500 84,089.57 9,000 504,537.46 70,000 3,924,180.23
Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in
the Listing Rules) and the SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy are paid
to the Stock Exchange (in the case of the SFC transaction levy, collected by the Stock Exchange on behalf of the SFC;
and in the case of the AFRC transaction levy, collected by the Stock Exchange on behalf of the AFRC).
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 “ — A. Application for Hong Kong Offer Shares
— 3. Information Required to Apply ” in this section. If you are suspected of submitting or cause to
submit more than one application, all of your applications will be rejected.
Multiple applications made either through (i) the White Form eIPO service, (ii) HKSCC
EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have
made an application through the White Form eIPO service or HKSCC EIPO channel, you or the
person(s) for whose benefit you have made the application shall not apply further for any Offer
Shares.
6. Terms and Conditions of An Application
By applying for Hong Kong Offer Shares through the White Form eIPO service or HKSCC
EIPO channel, you (or as the case may be, HKSCC Nominees will do the following things on your
behalf):
(i) undertake to execute all relevant documents and instruct and authorize us and/or the
Sponsor-Overall Coordinator, as our agent, to execute any documents for you and to do
on your behalf all things necessary to register any Hong Kong Offer Shares allocated to
you in your name or in the name of HKSCC Nominees as required by the Articles of
Association, and (if you are applying through the HKSCC EIPO channel) to deposit the
allotted Hong Kong Offer Shares directly into CCASS for the credit of your designated
HKSCC Participant’s stock account on your behalf;
(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 White Form
eIPO service (or as the case may be, the agreement you entered into with your broker
or custodian), and agree to be bound by them;
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(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 our Company, the Sole Sponsor, the Sponsor-Overall Coordinator, the Joint
Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters,
the Capital Market Intermediaries, and any of their or our Company’s respective
directors, officers, employees, partners, agents, advisors, and representatives, and any
other parties involved in the Global Offering (collectively, the “ Relevant Persons ”), the
H 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 H Share Registrar, HKSCC,
HKSCC Nominees, the Stock Exchange, the SFC and any other statutory regulatory or
governmental bodies or otherwise as required by laws, rules or regulations, for the
purposes under the paragraph headed “ — G. Personal Data — 3. Purposes and 4.
Transfer of personal data ” in this section;
(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 evidenced by the notification
of the result of the ballot by the H Share Registrar by way of publication of the results
at the time and in the manner as specified in the paragraph headed “ — B. Publication of
Results ” in this section;
(x) confirm that you are aware of the situations specified in the paragraph headed “ —C .
Circumstances In Which You Will Not Be Allocated Hong Kong Offer Shares ” in this
section;
(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;
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(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not
financed directly or indirectly by our Company, any of the directors, chief executives,
substantial Shareholder(s) or existing shareholder(s) of our Company or any of our
subsidiaries or any of their respective close associates; and (b) you are not accustomed
or will not be accustomed to taking instructions from our Company, any of the directors,
chief executives, substantial shareholder(s) or existing shareholder(s) of our Company
or any of our subsidiaries or any of their respective close associates in relation to the
acquisition, disposal, voting or other disposition of the H 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 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;
(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 White Form
eIPO service provider 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 White Form eIPO
service provider and (2) you have due authority to give electronic application
instructions on behalf of that other person as its agent.
B. PUBLICATION OF RESULTS
Results of Allocation
Y ou can check whether you are successfully allocated any Hong Kong Offer Shares through:
Platform Date/Time
Applying through the White Form eIPO service or HKSCC EIPO channel:
Website /H1118/H1118/H1118/H1118/H1118The designated results of allocation at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment ) with a
“search by ID Number” function.
24 hours, from 11:00 p.m.
on Tuesday, May 26,
2026 to 12:00 midnight
Monday, June 1, 2026
(Hong Kong time).
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Platform Date/Time
The full list of (i) wholly or partially
successful applicants using the
White Form eIPO service and HKSCC
EIPO channel, and (ii) the number of
Hong Kong Offer Shares conditionally
allotted to them, among other things,
will be displayed on the “Allotment Results”
page of the White Form eIPO service at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment ).
The Stock Exchange’s website at
www.hkexnews.hk and our website at
www.deepzero.com which will provide links
to the above mentioned websites of the H
Share Registrar.
No later than 11:00 p.m. on
Tuesday, May 26, 2026
(Hong Kong time).
Telephone /H1118/H1118/H1118+852 2862 8555 — the allocation results
telephone enquiry line provided by the H
Share Registrar.
Between 9:00 a.m. and 6:00
p.m., on Wednesday,
May 27, 2026, Thursday,
May 28, 2026, Friday,
May 29, 2026 and
Monday, June 1, 2026.
For those applying through HKSCC EIPO channel, you may also check with your broker or
custodian from 6:00 p.m. on Friday, May 22, 2026 (Hong Kong time). HKSCC Participants can log
into FINI and review the allotment result from 6:00 p.m. on Friday, May 22, 2026 (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 www.deepzero.com by no later than 11:00 p.m. on Tuesday,
May 26, 2026 (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 Sponsor-Overall Coordinator, the H 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 H 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 “ — A. Application for Hong Kong Offer Shares — 5. Multiple
Applications Prohibited ” in this section on what constitutes multiple applications;
 your application instruction is incomplete;
 your payment (or confirmation of funds, as the case may be) is not made correctly;
 the Underwriting Agreements do not become unconditional or are terminated;
 we or the 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 H Shares:
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC Participants
will be required to hold sufficient application funds on deposit with their designated bank before
balloting. After balloting of Hong Kong Offer Shares, the Receiving Bank will collect the portion
of these funds required to settle each HKSCC Participant’s actual Hong Kong Offer Share allotment
from their designated bank.
There is a risk of money settlement failure. In the extreme event of money settlement failure
by a HKSCC Participant (or its designated bank), who is acting on your behalf in settling payment
for your allotted H 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 H 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.
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D. DISPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
Y ou will receive one H 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 H Share certificates will be deposited into CCASS as described below).
No temporary document of title will be issued in respect of the H Shares. No receipt will be
issued for sums paid on application.
H 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 the section headed “Underwriting — Underwriting Arrangements and Expenses — Hong Kong
Public Offering — Grounds for Termination” has not been exercised. Investors who trade the H
Shares on the basis of publicly available allocation details prior to the receipt of H Share certificates
or prior to the H Share certificates becoming valid evidence of title do so entirely at their own risk.
The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus
application monies pending clearance of application monies.
The following sets out the relevant procedures and time:
White Form eIPO service HKSCC EIPO channel
Dispatch/collection of H Share certificate 1
For physical share
certificates of equal
or over 100,000
Hong Kong Offer
Shares issued under
your own name /H1118/H1118/H1118
Collection in person at
Computershare
Hong Kong Investor Services
Limited at Shops 1712-1716,
17th Floor, Hopewell Centre,
183 Queen’s Road East,
Wanchai, Hong Kong.
H 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.
Time: from 9:00 a.m. to 1:00
p.m. on Wednesday, May 27,
2026 (Hong Kong time).
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 H
Share Registrar.
Note: If you do not collect your
H 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.
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White Form eIPO service HKSCC EIPO channel
For physical share
certificates of less
than 100,000 Offer
Shares issued under
your own name /H1118/H1118/H1118
Y our H Share certificate(s) will
be sent to the address specified
in your application instructions
by ordinary post at your own
risk.
Date: Tuesday, May 26, 2026.
Refund mechanism for surplus application monies paid by you
Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Wednesday, May 27, 2026. Subject to the arrangement
between you and your broker or
custodian.
Responsible party /H1118/H1118/H1118H Share Registrar. Y our broker or custodian.
Application monies
paid through single
bank account /H1118/H1118/H1118/H1118/H1118
White Form e-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
dispatched to the address as
specified in your application
instructions by ordinary post at
your own risk.
1. Except in the event of a tropical cyclone warning signal number 8 or above, a black rainstorm warning and/or
Extreme Conditions in the morning on Tuesday, May 26, 2026 rendering it impossible for the relevant H Share
certificates to be dispatched to HKSCC in a timely manner, the Company shall procure the H Share Registrar
to arrange for delivery of the supporting documents and H Share certificates in accordance with the
contingency arrangements as agreed between them. Y ou may refer to “— E. Severe Weather Arrangements”
in this section.
E. SEVERE WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Thursday, May 21, 2026, if, there is/are:
 a tropical cyclone warning signal number 8 or above;
 a black rainstorm warning; and/or
 Extreme Conditions,
(collectively, “ Severe Weather Signals ”), in force in Hong Kong at any time between 9:00
a.m. and 12:00 noon on Thursday, May 21, 2026.
Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on the
next business day which does not have Severe Weather Signals in force at any time between 9:00
a.m. and 12:00 noon.
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Prospective investors should be aware that a postponement of the opening/closing of the
application lists may result in a delay in the listing date. Should there be any changes to the dates
mentioned in the section headed “Expected Timetable” in this prospectus, an announcement will be
made and published on the Stock Exchange’s website at www.hkexnews.hk and our website at
www.deepzero.com of the revised timetable.
If a Severe Weather Signal is hoisted on Tuesday, May 26, 2026, the H Share Registrar will
make appropriate arrangements for the delivery of the H Share certificates to the HKSCC
Depository’s service counter so that they would be available for trading on Wednesday, May 27,
2026.
If a Severe Weather Signal is hoisted on Tuesday, May 26, 2026, the despatch of physical H
Share certificates of less than 100,000 Offer Shares issued under your own name will be made by
ordinary post when the post office re-opens after the Severe Weather Signal is lowered or canceled
(e.g. in the afternoon of Tuesday, May 26, 2026 or on Wednesday, May 27, 2026).
If a Severe Weather Signal is hoisted on Wednesday, May 27, 2026, physical H Share
certificates of 100,000 Offer Shares or more issued under your own name are available for
collection in person at the H Share Registrar’s Office after the Severe Weather Signal is lowered
or canceled (e.g. in the afternoon of Wednesday, May 27, 2026 or on Thursday, May 28, 2026).
Prospective investors should be aware that if they choose to receive physical H Share
certificates issued in their own name, there may be a delay in receiving the H Share
certificates.
F. ADMISSION OF THE H SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the H Shares on the
Stock Exchange and we comply with the stock admission requirements of HKSCC, the H 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 H Shares or any other date HKSCC
chooses. Settlement of transactions between Exchange Participants is required to take place in
CCASS on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC
Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling the H 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 our Company, the H Share Registrar, the receiving bank and the Relevant
Persons about you in the same way as it applies to personal data about applicants other than HKSCC
Nominees. This personal data may include client identifier(s) and your identification information.
By giving application instructions to HKSCC, you acknowledge that you have read, understood and
agree to all of the terms of the Personal Information Collection Statement below.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 306 ---
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of, Hong
Kong Offer Shares, of the policies and practices of our Company and the H Share Registrar in
relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of
Hong Kong).
2. Reasons for the collection of your personal data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure that
personal data supplied to our Company or its agents and the H 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 H Share Registrar.
Failure to supply the requested data or supplying inaccurate data may result in your
application for Hong Kong Offer Shares being rejected, or in the delay or the inability of our
Company or the H 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 dispatch of H Share certificate(s) to which you are entitled.
It is important that applicants for and holders of Hong Kong Offer Shares inform our Company
and the H Share Registrar immediately of any inaccuracies in the personal data supplied.
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 White Form e-Refund payment
instruction(s), where applicable, verification of compliance with the terms and
application procedures set out in this prospectus and announcing results of allocation of
Hong Kong Offer Shares;
 compliance with applicable laws and regulations in Hong Kong and elsewhere;
 registering new issues or transfers into or out of the names of the holders of the H Shares
including, where applicable, HKSCC Nominees;
 maintaining or updating the register of members of our Company;
 verifying identities of applicants for and holders of the H Shares and identifying any
duplicate applications for the H Shares;
 facilitating Hong Kong Offer Shares balloting;
 establishing benefit entitlements of holders of the H Shares, such as dividends, rights
issues, bonus issues, etc.;
 distributing communications from our Company and our subsidiaries;
 compiling statistical information and profiles of the holder of the H Shares;
 disclosing relevant information to facilitate claims on entitlements; and
 any other incidental or associated purposes relating to the above and/or to enable our
Company and the H Share Registrar to discharge their obligations to applicants and
holders of the H Shares and/or regulators and/or any other purposes to which applicants
and holders of the H Shares may from time to time agree.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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4. Transfer of personal data
Personal data held by our Company and the H Share Registrar relating to the applicants for
and holders of Hong Kong Offer Shares will be kept confidential but our Company and the H Share
Registrar may, to the extent necessary for achieving any of the above purposes, disclose, obtain or
transfer (whether within or outside Hong Kong) the personal data to, from or with any of the
following:
 our Company’s appointed agents such as financial advisors, 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 H 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 our Company or the H
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
Our Company and the H Share Registrar will keep the personal data of the applicants and
holders of Hong Kong Offer Shares for as long as necessary to fulfill the purposes for which the
personal data were collected. Personal data which is no longer required will be destroyed or dealt
with in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong
Kong).
6. Access to and correction of personal data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether our
Company or the H Share Registrar hold their personal data, to obtain a copy of that data, and to
correct any data that is inaccurate. Our Company and the H Share Registrar have the right to charge
a reasonable fee for the processing of such requests. All requests for access to data or correction
of data should be addressed to our Company and the H Share Registrar, at their registered address
disclosed in the section headed “Corporate information” in this prospectus or as notified from time
to time, for the attention of our joint company secretaries, or the H Share Registrar for the attention
of the privacy compliance officer.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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The following is the text of a report set out on pages I-1 to I-41, received from the Company’ s
reporting accountants, KPMG, Certified Public Accountants, Hong Kong, for the purpose of
incorporation in this prospectus.
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF BEIJING DEEPZERO TECHNOLOGY CO., LTD. AND ICBC
INTERNATIONAL CAPITAL LIMITED
Introduction
We report on the historical financial information of Beijing DeepZero Technology Co., Ltd.
(the “Company”) and its subsidiaries (together, the “Group”) set out on pages I-3 to I-41, which
comprises the consolidated statements of financial position of the Group and the statements of
financial position of the Company as at December 31, 2023, 2024 and 2025 the consolidated
statements of profit or loss and other comprehensive income, the consolidated statements of
changes in equity and the consolidated statements of cash flows for each of the years ended
December 31, 2023, 2024 and 2025 (the “Track Record Period”), and material accounting policy
information and other explanatory information (together, the “Historical Financial Information”).
The Historical Financial Information set out on pages I-3 to I-41 forms an integral part of this
report, which has been prepared for inclusion in the prospectus of the Company dated May 18, 2026
(the “Prospectus”) in connection with the initial listing of H shares of the Company on the Main
Board of The Stock Exchange of Hong Kong Limited.
Directors’ responsibility for the Historical Financial Information
The directors of the Company are responsible for the preparation of the Historical Financial
Information that gives a true and fair view in accordance with the basis of preparation and
presentation set out in Note 1 to the Historical Financial Information, and for such internal control
as the directors of the Company determine is necessary to enable the preparation of the Historical
Financial Information that is free from material misstatement, whether due to fraud or error.
Reporting accountants’ responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to
report our opinion to you. We conducted our work in accordance with Hong Kong Standard on
Investment Circular Reporting Engagements 200 “Accountants’ Reports on Historical Financial
Information in Investment Circulars” issued by the Hong Kong Institute of Certified Public
Accountants (the “HKICPA”). This standard requires that we comply with ethical standards and
plan and perform our work to obtain reasonable assurance about whether the Historical Financial
Information is free from material misstatement.
Our work involved performing procedures to obtain evidence about the amounts and
disclosures in the Historical Financial Information. The procedures selected depend on the reporting
accountants’ judgment, including the assessment of risks of material misstatement of the Historical
Financial Information, whether due to fraud or error. In making those risk assessments, the
reporting accountants consider internal control relevant to the entity’s preparation of the Historical
Financial Information that gives a true and fair view in accordance with the basis of preparation and
presentation set out in Note 1 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.
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 309 ---
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 purpose of the accountants’
report, a true and fair view of the Company’s and the Group’s financial position as at December 31,
2023, 2024 and 2025 and of the Group’s financial performance and cash flows for the Track Record
Period in accordance with the basis of preparation and presentation set out in Note 1 to the
Historical Financial Information.
Report on matters under the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited and the Companies (Winding Up and Miscellaneous Provisions)
Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying Financial
Statements as defined on page I-3 have been made.
Dividends
We refer to Note 21(d) to the Historical Financial Information which contains information
about the dividends paid by the Company in respect of the Track Record Period.
KPMG
Certified Public Accountants
8th Floor, Prince’s Building
10 Chater Road
Central, Hong Kong
May 18, 2026
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 310 ---
HISTORICAL FINANCIAL INFORMATION
Set out below is the Historical Financial Information which forms an integral part of this
accountants’ report.
The consolidated financial statements of the Group for the Track Record Period, on which the
Historical Financial Information is based, were audited by KPMG under separate terms of
engagement with the Company in accordance with Hong Kong Standards on Auditing issued by the
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-3 –


--- page 311 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
(Expressed in Renminbi (“RMB”))
Y ear ended December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184 611,190 537,870 576,563
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(420,731) (391,288) (429,362)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118190,459 146,582 147,201
Selling expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(46,401) (47,746) (45,742)
Research and development expenses /H1118/H1118/H1118 (54,063) (56,344) (45,755)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(38,370) (30,289) (51,067)
Share of loss of associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (430) (1,852)
Other income and loss, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 13,523 8,532 5,032
Impairment loss (recognized)/reversed
on trade receivables, other receivables
and contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186(c) (661) 507 (282)
Profit from operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,487 20,812 7,535
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186(a) (272) (347) (318)
Profit before taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 64,215 20,465 7,217
Income tax (expense)/credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187(a) (3,557) 1,055 1,960
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,658 21,520 9,177-------- -------- --------
Other comprehensive income for the
year (after tax):
Item that will not be reclassified to
profit or loss:
Equity investments designated at fair
value through other comprehensive
income (“FVOCI”) – net change in
fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,782) (4,586) (847)
Item that may be reclassified
subsequently to profit or loss:
Foreign operations – foreign currency
translation differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,223 733 (719)
Other comprehensive income for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,559) (3,853) (1,566)--------
-------- --------
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/H1118/H1118/H111853,099 17,667 7,611
Profit for the year attributable to:
Equity shareholders of the Company /H1118/H1118/H1118 60,658 21,967 9,095
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (447) 82
60,658 21,520 9,177
Total comprehensive income for the year
attributable to:
Equity shareholders of the Company /H1118/H1118/H1118 53,099 18,114 7,529
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (447) 82
53,099 17,667 7,611
Earnings per share
Basic and diluted (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 0.72 0.26 0.11
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 312 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in RMB)
As at December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current assets
Property and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 4,264 13,531 6,283
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118124 42 42
Equity investments designated at FVOCI 12 7,784 3,242 2,329
Interest in associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 570 218
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813(b) 5,064 6,202 8,086
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 4,207 2,007 2,200
Prepayments, deposits and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 9 5––
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(b) 190,478 69,006 –
212,016 94,600 19,158------- ------- -------
Current assets
Contract costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,963 6,031 6,193
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 254,699 218,167 216,448
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,287 – –
Prepayments, deposits and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 23,518 21,703 29,833
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(b) 32,833 127,357 60,249
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(a) 85,105 72,070 154,885
Financial assets measured at fair value
through profit or loss (“FVPL”) /H1118/H1118/H1118/H111822(f) – 250 77,488
403,405 445,578 545,096------- ------- -------
Current liabilities
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 70,471 68,562 88,070
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 63,494 52,666 57,321
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 5,282 2,825 1,406
Income tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813(a) 3,767 89 121
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 1,861 6,251 4,522
144,875 130,393 151,440------- ------- -------
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118258,530 315,185 393,656------- ------- -------
Total assets less current liabilities /H1118/H1118/H1118 470,546 409,785 412,814------- ------- -------
Non-current liabilities
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 – 5,106 524
– 5,106 524------- ------- -------
NET ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118470,546 404,679 412,290
CAPITAL AND RESERVES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883,915 81,611 81,611
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118386,631 323,015 330,366
Total equity attributable to equity
shareholders of the Company /H1118/H1118/H1118/H1118/H1118 470,546 404,626 411,977
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 53 313
TOTAL EQUITY /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118470,546 404,679 412,290
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 313 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
(Expressed in RMB)
As at December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current assets
Property and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 3,130 8,309 3,110
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118124 42 42
Equity investments designated at FVOCI 360 – –
Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 73,997 75,997 82,496
Interest in associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 570 218
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,147 4,543 7,301
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 4,207 2,007 2,200
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(b) 190,478 69,006 –
274,443 160,474 95,367------- ------- -------
Current assets
Contract costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,963 6,031 6,193
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 223,841 131,777 84,522
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,287 – –
Prepayments, deposits and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 62,393 64,767 135,133
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(b) 32,833 127,357 60,249
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(a) 26,653 42,484 92,036
Financial assets measured at FVPL /H1118/H1118/H1118/H111822(f) – – 77,488
352,970 372,416 455,621------- ------- -------
Current liabilities
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 67,215 55,048 60,302
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 134,845 118,674 129,754
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,444 2,353 473
Income tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,366 – –
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,481 4,236 2,147
209,351 180,311 192,676-------
------- -------
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118143,619 192,105 262,945------- ------- -------
Total assets less current liabilities /H1118/H1118/H1118 418,062 352,579 358,312------- ------- -------
Non-current liabilities
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,562 45
– 2,562 45------- ------- -------
NET ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118418,062 350,017 358,267
CAPITAL AND RESERVES
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 83,915 81,611 81,611
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118334,147 268,406 276,656
TOTAL EQUITY /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118418,062 350,017 358,267
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in RMB)
Attributable to equity shareholders of the Company
Share
Capital
Capital
reserve
Statutory
reserve
Fair value
reserve
Exchange
reserve
(Accumulated
losses)/
retained profits Total
Non-
controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Note 21(b)
Note
21(c)(i)
Note
21(c)(ii)
Note
21(c)(iii)
Note
21(c)(iv)
Balance at January 1, 2023 /H1118/H1118 83,915 319,049 12,336 7,080 4,000 (8,933) 417,447 – 417,447
---- - - - - ---- - - - - - - ---- - - - - - - - - - -Changes in equity for 2023:
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118––––– 60,658 60,658 – 60,658
Changes in fair value of equity
investments designated at
FVOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (8,782) – – (8,782) – (8,782)
Exchange differences on
translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 1,223 – 1,223 – 1,223
Total comprehensive income /H1118/H1118 – – – (8,782) 1,223 60,658 53,099 – 53,099
Appropriation to statutory
reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 5,522 – – (5,522) – – –
----
---- ---- --- --- ---- ---- -- ----
Balance at December 31,
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883,915 319,049 17,858 (1,702) 5,223 46,203 470,546 – 470,546
Attributable to equity shareholders of the Company
Share
Capital
Capital
reserve
Statutory
reserve
Fair value
reserve
Exchange
reserve
(Accumulated
losses)/
retained profits Total
Non-
controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Note 21(b)
Note
21(c)(i)
Note
21(c)(ii)
Note
21(c)(iii)
Note
21(c)(iv)
Balance at January 1, 2024 /H1118/H1118 83,915 319,049 17,858 (1,702) 5,223 46,203 470,546 – 470,546
---- - - - - ---- ---- - - - ---- - - - - - - - - - -Changes in equity for 2024:
Profit/(loss) for the year /H1118/H1118/H1118/H1118 ––––– 21,967 21,967 (447) 21,520
Changes in fair value of equity
investments designated at
FVOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (4,586) – – (4,586) – (4,586)
Exchange differences on
translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 7 3 3 – 7 3 3 – 7 3 3
Total comprehensive income /H1118/H1118 – – – (4,586) 733 21,967 18,114 (447) 17,667
Dividend (Note 21(d)) /H1118/H1118/H1118/H1118 ––––– (40,028) (40,028) – (40,028)
Repurchase and cancellation of
shares (Note 21(b)) /H1118/H1118/H1118/H1118/H1118(2,304) (41,702) – – – – (44,006) – (44,006)
Capital injection by the non-
controlling interests of a
subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– –– 5 0 0 5 0 0
Appropriation to statutory
reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,635 – – (1,635) – – –
----
---- ---- ---- --- ---- ---- -- ----
Balance at December 31,
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881,611 277,347 19,493 (6,288) 5,956 26,507 404,626 53 404,679
APPENDIX I ACCOUNTANTS’ REPORT
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Attributable to equity shareholders of the Company
Share
Capital
Capital
reserve
Statutory
reserve
Fair value
reserve
Exchange
reserve
(Accumulated
losses)/
retained profits Total
Non-
controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Note 21(b)
Note
21(c)(i)
Note
21(c)(ii)
Note
21(c)(iii)
Note
21(c)(iv)
Balance at January 1, 2025 /H1118/H1118 81,611 277,347 19,493 (6,288) 5,956 26,507 404,626 53 404,679---- - - - - ---- ---- ---- ---- - - - - - - - - - -
Changes in equity for 2025:
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118––––– 9,095 9,095 82 9,177
Changes in fair value of equity
investments designated at
FVOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (847) – – (847) – (847)
Exchange differences on
translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (719) – (719) – (719)
Total comprehensive income /H1118/H1118 – – – (847) (719) 9,095 7,529 82 7,611
Capital injection into a
subsidiary with non-
controlling interests /H1118/H1118/H1118/H1118/H1118– (178) – – – – (178) 178 –
Appropriation to statutory
reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 825 – – (825) – – –----
---- ---- ---- ---- ---- ---- -- ----
Balance at December 31,
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881,611 277,169 20,318 (7,135) 5,237 34,777 411,977 313 412,290
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in RMB)
Y ear ended December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Operating activities
Cash generated from operations /H1118/H1118/H1118/H1118/H1118/H1118/H111814(c) 55,558 46,391 31,985
Income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813(a) (3,498) (4,339) (121)
Net cash generated from operating
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,060 42,052 31,864------- ------- -------Investing activities
Payment for the purchases of property
and equipment and intangible assets /H1118/H1118 (33) (951) (368)
Payment for the purchase of time
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(84,280) – –
Withdrawal of time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,000 30,000 128,280
Interest income received from time
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118123 3,105 11,420
Investment in equity investments
designated at FVOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(360) – –
Proceeds from disposal of financial
assets measured at FVPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 215,290 442,712
Investment in financial assets measured
at FVPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (215,540) (519,950)
Interest income received from financial
assets measured at FVPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 146 737
Investment in associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1,000) (1,500)
Net cash (used in)/generated from
investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(74,550) 31,050 61,331------- ------- -------Financing activities
Capital element of lease rentals paid /H1118/H1118/H111814(d) (6,422) (5,573) (5,479)
Interest element of lease rentals paid /H1118/H111814(d) (253) (347) (318)
Proceeds from bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(d) 10,000 – –
Repayment of bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(d) (10,000) – –
Interest expenses paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(d) (19) – –
Payment for shares repurchase /H1118/H1118/H1118/H1118/H1118/H1118/H111821(b) – (41,407) (2,599)
Proceeds from capital injection by the
non-controlling shareholders of a
subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 500 –
Dividend paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(d) – (40,028) –
Payments of listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (1,345)
Net cash used in financing activities /H1118 (6,694) (86,855) (9,741)-------
------- -------Net (decrease)/increase in cash and
cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(29,184) (13,753) 83,454
Cash and cash equivalents at the
beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113,084 85,105 72,070
Effect of foreign exchange rate
changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,205 718 (639)
Cash and cash equivalents at the end
of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885,105 72,070 154,885
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
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NOTES TO THE HISTORICAL FINANCIAL INFORMATION
(Expressed in RMB)
1 BASIS OF PREPARATION AND PRESENTATION OF THE HISTORICAL FINANCIAL INFORMATION
Beijing DeepZero Technology Co., Ltd. (the “Company”) was incorporated in the People’s Republic of China (the
“PRC”) on April 30, 2009 as a limited liability company under the Company Law of the PRC. Upon approval by the
Company’s shareholders meeting held on August 31, 2015, the Company was converted from a limited liability company into
a joint stock limited liability company on October 21, 2015.
The Company and its subsidiaries (together, the “Group”) are principally engaged in provision of intelligent
advertising services and intelligent data management.
The statutory financial statements of the Company for the years ended December 31, 2023, 2024 and 2025 were
prepared in accordance with the Accounting Standards for Business Enterprises issued by the Ministry of Finance of the PRC
and were audited by Shinewing Certified Public Accountants LLP (ה(౷ஷΥྫ)), Beijing
Shunyong Certified Public Accountant (ה(౷ஷΥྫ)) and Beijing Shunyong Certified Public
Accountant (ה(౷ஷΥྫ)), respectively.
During the Track Record Period and as at the date of this report, the Company has direct or indirect interests in the
following principal subsidiaries, all of which are private limited liability companies:
Proportion of
ownership Interest
Company name
Place of
incorporation
and business
and date of
incorporation
Particulars of
issued and
paid-up capital
Held by the
Company
Held by the
subsidiary
Name of
statutory auditor Principal business activities
Directly held
Shanghai Pinyou Zhiyun
Information Technology Co.,
Ltd. (Ҧ
ʮ̡) (i) (ii) /H1118/H1118/H1118/H1118/H1118
The Chinese
Mainland
June 27, 2018
RMB30,000,000 100.0% – NA Provision of intelligent
advertising services and
intelligent data management
services to customers
iPinY ou International HK
Limited (iii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Hong Kong
June 7, 2016
1,000,000 shares 100.0% – C.L.Law Certified
Public Accountant
(Practising)
2023&2024
Provision of intelligent
advertising services and
intelligent data management
services to customers
Indirectly held
iPinY ou UK Limited (ii) /H1118/H1118/H1118The United
Kingdom
November 7,
2018
100 shares – 100.0% NA Provision of intelligent
advertising services and
intelligent data management
services to customers
Notes:
(i) The official name of this entity is in Chinese. The English translation is for identification purpose only.
(ii) No audited statutory financial statements were prepared for these entities for the Track Record Period.
(iii) The financial statements of this entity for the years ended December 31, 2023 and 2024 have been prepared in
accordance with the Small and Medium-sized Entity Financial Reporting Standards issued by the HKICPA. No
audited financial statements have been prepared for this entity for the year ended December 31, 2025.
The Historical Financial Information has been prepared in accordance with all applicable IFRS Accounting Standards
as issued by the International Accounting Standards Board (“IASB”). Further details of the material accounting policy
information are set out in Note 2.
The IASB has issued a number of new and revised IFRS Accounting Standards. For the purpose of preparing the
Historical Financial Information, the Group has adopted all applicable new and revised IFRS Accounting Standards to the
Track Record Period, except for any new standards or interpretations that are not yet effective for the Track Record Period.
The revised and new accounting standards and interpretations issued but not yet effective for the Track Record Period are
set out in Note 26.
The Historical Financial Information also complies with the applicable disclosure provisions of the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong Limited.
The accounting policies set out below have been applied consistently to all periods presented in the Historical
Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
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2 MATERIAL ACCOUNTING POLICY INFORMATION
(a) Basis of measurement
The measurement basis used in the preparation of the Historical Financial Information is the historical cost basis
except financial assets measured at fair value (see Note 2(d)).
(b) Use of estimates and judgments
The preparation of Historical Financial Information in conformity with IFRS Accounting Standards requires
management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of
assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of
making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the
revision and future periods if the revision affects both current and future periods.
Judgments made by management in the application of IFRS Accounting Standards that have significant effect on the
Historical Financial Information and major sources of estimation uncertainty are discussed in Note 3.
(c) Subsidiaries, associates and non-controlling interests
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed, or has rights, to
variable returns from its involvement with the entity and has the ability to affect those returns through its power over the
entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which
control commences until the date on which control ceases.
Intra-group balances and transactions, and any unrealized income and expenses (except for foreign currency
transaction gains or losses) arising from intra-group transactions, are eliminated. Unrealized losses resulting from
intra-group transactions are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence
of impairment.
An associate is an entity in which the Group or the Company has significant influence, but not control or joint control,
over the financial and operating policies.
An interest in an associate is accounted for using the equity method, unless it is classified as held for sale (or included
in a disposal group classified as held for sale). They are initially recognized at cost, which includes transaction costs.
Subsequently, the consolidated financial statements include the Group’s share of the profit or loss and other
comprehensive income (“OCI”) of those investees, until the date on which significant influence or joint control ceases.
When the Group’s share of losses exceeds its interest in the associate, the Group’s interest is reduced to nil and
recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations
or made payments on behalf of the investee. For this purpose, the Group’s interest is the carrying amount of the investment
under the equity method, together with any other long-term interests that in substance form part of the Group’s net
investment in the associate, after applying the ECL model to such other long-term interests where applicable (see Note
2(h)(i)).
Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to
the extent of the Group’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but
only to the extent there is no evidence of impairment.
For each business combination, the Group can elect to measure any non-controlling interests (“NCI”) either at fair
value or at the NCI’s proportionate share of the subsidiary’s net identifiable assets. NCI are presented in the consolidated
statement of financial position within equity, separately from equity attributable to the equity shareholders of the Company.
NCI in the results of the Group are presented on the face of the consolidated statement of profit or loss and other
comprehensive income as an allocation of the total profit or loss and total comprehensive income for the year between NCI
and the equity shareholders of the Company. Loans from holders of NCI and other contractual obligations towards these
holders are presented as financial liabilities in the consolidated statement of financial position in accordance with Notes 2(m)
or (n) depending on the nature of the liability.
Changes in the Group’s interests in a subsidiary that do not result in a loss of control are accounted for as equity
transactions, whereby adjustments are made to the amounts of controlling and non-controlling interests within consolidated
equity to reflect the change in relative interests, but no adjustments are made to goodwill and no gain or loss is recognized.
When the Group loses control of a subsidiary it derecognizes the assets and liabilities of the subsidiary, and any
related NCI and other components of equity. Any resulting gain or loss is recognized in profit or loss. Any interest retained
in that former subsidiary is measured at fair value when control is lost.
In the Company’s statement of financial position, an investment in a subsidiary is stated at cost less impairment losses
(see Note 2(h)).
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 319 ---
(d) Other investments in securities
The Group’s policies for investments in securities, other than investments in subsidiaries and associates, are set out
below.
Investments in debt and equity securities are recognized/derecognized on the date the Group commits to purchase/sell
the investment. The investments are initially stated at fair value plus directly attributable transaction costs, except for those
investments measured at FVPL for which transaction costs are recognized directly in profit or loss. For an explanation of
how the Group determines fair value of financial instruments, see Note 22(f). These investments are subsequently accounted
for as follows, depending on their classification.
(i) Non-equity investments
Non-equity investments are classified into one of the following measurement categories:
– amortized cost, if the investment is held for the collection of contractual cash flows which represent solely
payments of principal and interest. Expected credit losses, interest income calculated using the effective
interest method, foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on
derecognition is recognized in profit or loss.
– FVOCI (recycling), if the contractual cash flows of the investment comprise solely payments of principal and
interest and the investment is held within a business model whose objective is achieved by both the collection
of contractual cash flows and sale. Expected credit losses, interest income (calculated using the effective
interest method) and foreign exchange gains and losses are recognized in profit or loss and computed in the
same manner as if the financial asset was measured at amortized cost. The difference between the fair value
and the amortized cost is recognized in OCI. When the investment is derecognized, the amount accumulated
in OCI is recycled from equity to profit or loss.
– FVPL if the investment does not meet the criteria for being measured at amortized cost or FVOCI (recycling).
Changes in the fair value of the investment (including interest) are recognized in profit or loss.
(ii) Equity investments
An investment in equity securities is classified as FVPL, unless the investment is not held for trading purposes and
on initial recognition the Group makes an irrevocable election to designate the investment at FVOCI (non-recycling) such
that subsequent changes in fair value are recognized in OCI. Such elections are made on an instrument-by-instrument basis,
but may only be made if the investment meets the definition of equity from the issuer’s perspective. If such election is made
for a particular investment, at the time of disposal, the amount accumulated in the fair value reserve (non-recycling) is
transferred to retained profits and not recycled through profit or loss. Dividends from an investment in equity securities,
irrespective of whether classified as at FVPL or FVOCI, are recognized in profit or loss as other income.
(e) Property and equipment
Items of property and equipment, including right-of-use assets arising from leases of underlying property and
equipment (see Note 2(g)), are stated at cost less accumulated depreciation and impairment losses.
Any gain or loss on disposal of an item of property and equipment is recognized in profit or loss.
Depreciation is calculated to write off the cost of items of property and equipment, less their estimated residual
values, if any, using the straight-line method over their estimated useful lives as follows:
Estimated useful lives
– Electronic 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/H1118/H1118/H11183 years
– Office equipment and furniture /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/H11185 years
– 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/H1118Over the lease term
Depreciation methods, useful lives and residual values are reviewed annually and adjusted if appropriate.
(f) Intangible assets
Research and development costs comprise all costs that are directly attributable to research and development activities
or that can be allocated on a reasonable basis to such activities. Because of the nature of the Group’s research and
development activities, the criteria for the recognition of such costs as an asset are generally not met until late in the
development stage of the project when the remaining development costs are immaterial. Hence both research costs and
development costs are generally recognized as expenses in the period in which they are incurred.
Intangible assets that are acquired by the Group are stated at cost less accumulated amortization (where the estimated
useful life is finite) and impairment losses (see Note 2(h)).
Expenditure on internally generated goodwill and brands is recognized in profit or loss as incurred.
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Amortization is calculated to write off the cost of intangible assets less their estimated residual values using the
straight-line method over their estimated useful lives, if any, and is generally recognized in profit or loss. The estimated
useful lives are as follows:
– Software /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/H1118/H1118/H1118/H1118/H1118/H11183-5 years
Amortization methods, useful lives and residual values are reviewed annually and adjusted if appropriate.
Any conclusion that the useful life of an intangible asset is indefinite is reviewed annually to determine whether
events and circumstances continue to support the indefinite useful life assessment for that asset. If they do not, the change
in the useful life assessment from indefinite to finite is accounted for prospectively from the date of change and in
accordance with the policy for amortization of intangible assets with finite lives as set out above.
(g) Leased assets
At inception of a contract, the Group assesses whether the contract is, or contains, a lease. This is the case if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control
is conveyed where the customer has both the right to direct the use of the identified asset and to obtain substantially all of
the economic benefits from that use.
(i) As a lessee
Where the contracts contain lease component(s) and non-lease component(s), the Group has elected not to separate
non-lease components and accounts for each lease component and any associated non-lease components as a single lease
component for all leases.
At the lease commencement date, the Group recognizes a right-of-use asset and a lease liability, except for short-term
leases that have a lease term of 12 months or less and leases of low-value assets. When the Group enters into a lease in
respect of a low-value asset, the Group decides whether to capitalize the lease on a lease-by-lease basis. The lease payments
associated with those leases which are not capitalized are recognized as an expense on a systematic basis over the lease term.
Where the lease is capitalized, the lease liability is initially recognized at the present value of the lease payments
payable over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, using a relevant incremental borrowing rate.
After initial recognition, the lease liability is measured at amortized cost and interest expense is calculated using the
effective interest method. V ariable lease payments that do not depend on an index or rate are not included in the measurement
of the lease liability and hence are charged to profit or loss in the accounting period in which they are incurred.
The right-of-use asset recognized when a lease is capitalized is initially measured at cost, which comprises the initial
amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial
direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset
or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently stated at cost less
accumulated depreciation and impairment losses (see Notes 2(e) and 2(h)(ii)).
The lease liability is remeasured when there is a change in future lease payments arising from a change in an index
or rate, or there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee,
or there is a change arising from the reassessment of whether the Group will be reasonably certain to exercise a purchase,
extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to
the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset
has been reduced to zero.
The lease liability is also remeasured when there is a lease modification, which means a change in the scope of a lease
or the consideration for a lease that is not originally provided for in the lease contract, if such modification is not accounted
for as a separate lease. In this case, the lease liability is remeasured based on the revised lease payments and lease term using
a revised discount rate at the effective date of the modification.
In the consolidated statement of financial position, the current portion of long-term lease liabilities is determined as
the principal portion of contractual payments that are due to be settled within twelve months after the reporting period.
(h) Credit losses and impairment of assets
(i) Credit losses from financial instruments and contract assets
The Group recognizes a loss allowance for expected credit losses (“ECLs”) financial assets measured at amortized
cost (including cash and cash equivalents, trade receivables and other receivables) and contract assets.
Other financial assets measured at fair value are not subject to the ECL assessment.
Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of
all expected cash shortfalls between the contractual and expected amounts.
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The expected cash shortfalls are discounted using the following discount rates where the effect of discounting
is material:
– fixed-rate financial assets, trade and other receivables and contract assets: effective interest rate
determined at initial recognition or an approximation thereof;
– variable-rate financial assets: current effective interest rate;
The maximum period considered when estimating ECLs is the maximum contractual period over which the
Group is exposed to credit risk.
In measuring ECLs, the Group takes into account reasonable and supportable information that is available
without undue cost or effort. This includes information about past events, current conditions and forecasts of future
economic conditions.
ECLs are measured on either of the following bases:
– 12-month ECLs: these are losses that are expected to result from possible default events within the 12
months after the reporting date; and
– lifetime ECLs: these are losses that are expected to result from all possible default events over the
expected lives of the items to which the ECL model applies.
The Group measures loss allowances at an amount equal to lifetime ECLs, which is calculated using a
provision matrix, except for the following, which are measured at 12-months ECLs:
– financial instruments that are determined to have low credit risk at the reporting date; and
– other financial instruments for which credit risk has not increased significantly since initial recognition.
Loss allowances for trade receivables without significant financing component are always measured at an
amount equal to lifetime ECLs. For other trade receivables, the Group measures the loss allowance equal to 12-month
ECL, unless when there has been a significant increase in credit risk since initial recognition, in which case the Group
recognizes lifetime ECL. The assessment of whether lifetime ECL should be recognized is based on significant
increase in the likelihood or risk of a default occurring since initial recognition.
Significant increases in credit risk
When determining whether the credit risk of a financial instrument has increased significantly since initial
recognition and when measuring ECLs, the Group considers reasonable and supportable information that is relevant
and available without undue cost or effort. This includes both quantitative and qualitative information and analysis,
based on the Group’s historical experience and informed credit assessment, that includes forward-looking
information.
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days
past due.
The Group considers a financial asset to be in default when:
– the debtor is unlikely to pay its credit obligations to the Group in full, without recourse by the Group
to actions such as realizing security (if any is held); or
– the financial asset is 90 days past due.
ECLs are remeasured at each reporting date to reflect changes in the financial instrument’s credit risk since
initial recognition. Any change in the ECL amount is recognized as an impairment gain or loss in profit or loss. The
Group recognizes an impairment gain or loss for all financial instruments with a corresponding adjustment to their
carrying amount through a loss allowance account.
Credit-impaired financial assets
At each reporting date, the Group assesses whether a financial asset is credit-impaired. A financial asset is
credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the
financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable events:
– significant financial difficulties of the debtor;
– a breach of contract, such as a default or being more than 90 days past due;
– the restructuring of a loan or advance by the Group on terms that the Group would not consider
otherwise;
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– it is probable that the borrower will enter bankruptcy or other financial reorganization; or
– the disappearance of an active market for a security because of financial difficulties of the issuer.
Write-off policy
The gross carrying amount of a financial asset or contract asset is written off (either partially or in full) to the
extent that there is no realistic prospect of recovery. This is generally the case when the Group determines that the
debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts
subject to the write-off.
Subsequent recoveries of an asset that was previously written off are recognized as a reversal of impairment
in profit or loss in the period in which the recovery occurs.
(ii) Impairment of other non-current assets
At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than contract costs,
contract assets and deferred tax assets) to determine whether there is any indication of impairment. If any such indication
exists, then the asset’s recoverable amount is estimated.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows of other assets or cash-generating units (“CGU”).
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal.
V alue in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss. An impairment loss is reversed only to the extent that the resulting
carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization,
if no impairment loss had been recognized.
(i) Contract costs
Contract costs are the costs to fulfill a contract with a customer which are not capitalized as inventory, property and
equipment (see Note 2(e)) or intangible assets (see Note 2(f)).
Costs to fulfill a contract are capitalized if the costs relate directly to an existing contract or to a specifically
identifiable anticipated contract; generate or enhance resources that will be used to provide goods or services in the future;
and are expected to be recovered. Otherwise, costs of fulfilling a contract, which are not capitalized as inventory, property
and equipment or intangible assets, are expensed as incurred.
Contract costs are stated at cost less impairment losses. Contract costs is recognized in profit or loss when the revenue
to which the asset relates is recognized (see Note 2(r)(i)).
(j) Contract assets and contract liabilities
A contract asset is recognized when the Group recognizes revenue (see Note 2(r)(i)) before being unconditionally
entitled to the consideration under the payment terms set out in the contract. Contract assets are assessed for expected credit
losses (ECL) in accordance with the policy set out in Note 2(h)(i) and are reclassified to receivables when the right to the
consideration has become unconditional (see Note 2(k)).
A contract liability is recognized when the customer pays non-refundable consideration before the Group recognizes
the related revenue (see Note 2(r)(i)). A contract liability would also be recognized if the Group has an unconditional right
to receive non-refundable consideration before the Group recognizes the related revenue. In such cases, a corresponding
receivable would also be recognized (see Note 2(k)).
For a single contract with the customer, either a net contract asset or a net contract liability is presented. For multiple
contracts, contract assets and contract liabilities of unrelated contracts are not presented on a net basis.
When the contract includes a significant financing component, the contract balance includes interest accrued under
the effective interest method.
(k) Trade and other receivables
A receivable is recognized when the Group has an unconditional right to receive consideration and only the passage
of time is required before payment of that consideration is due.
Trade receivables that do not contain a significant financing component are initially measured at their transaction
price. Trade receivables that contain a significant financing component and other receivables are initially measured at fair
value plus transaction costs. All receivables are subsequently stated at amortized cost (see Note 2(h)(i)).
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(l) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial
institutions, and short-term, highly liquid investments that are readily convertible into known amounts of cash and which
are subject to an insignificant risk of changes in value, having been within three months of maturity at acquisition. Cash and
cash equivalents are assessed for ECL (see Note 2(h)(i)).
(m) Trade and other payables
Trade and other payables are initially recognized at fair value. Subsequent to initial recognition, trade and other
payables are stated at amortized cost unless the effect of discounting would be immaterial, in which case they are stated at
invoice amounts.
(n) Interest-bearing borrowings
Interest-bearing borrowings are measured initially at fair value less transaction costs. Subsequently, these borrowings
are stated at amortized cost using the effective interest method. Interest expense is recognized in accordance with Note 2(t).
(o) Employee benefits
(i) Short-term employee benefits and contributions to defined contribution retirement plans
Salaries, annual bonuses, paid annual leave, contributions to defined contribution retirement plans and the cost of
non-monetary benefits are accrued in the year in which the associated services are rendered by employees. Where payment
or settlement is deferred and the effect would be material, these amounts are stated at their present values.
(ii) Termination benefits
Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits
and when the Group recognizes costs for a restructuring.
(p) Income tax
Income tax expense comprises current tax and deferred tax. It is recognized in profit or loss except to the extent that
it relates to a business combination, or items recognized directly in equity or in OCI.
Current tax comprises the estimated tax payable or receivable on the taxable income or loss for the year and any
adjustments to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable
is the best estimate of the tax amount expected to be paid or received that reflects any uncertainty related to income taxes.
It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising
from dividends.
Current tax assets and liabilities are offset only if certain criteria are met.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for:
– temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit or loss and does not give rise to equal
taxable and deductible temporary differences;
– temporary differences related to investment in subsidiaries, associates and joint venture to the extent that the
Group is able to control the timing of the reversal of the temporary differences and it is probable that they will
not reverse in the foreseeable future;
– taxable temporary differences arising on the initial recognition of goodwill; and
– those related to the income taxes arising from tax laws enacted or substantively enacted to implement the Pillar
Two model rules published by the Organization for Economic Co-operation and Development.
The Group recognized deferred tax assets and deferred tax liabilities separately in relation to its lease liabilities and
right-of-use assets.
Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to
the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits
are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary
differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of
existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred
tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax
benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.
Deferred tax assets and liabilities are offset only if certain criteria are met.
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(q) Provisions and contingent liabilities
Generally provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects
current market assessment of the time value of money and the risks specific to the liability.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated
reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote.
Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future
events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.
Provision is made for estimated warranty claims in respect of service provided which are still under warranty at the
end of the reporting period.
(r) Revenue
Income is classified by the Group as revenue when it arises from the provision of services in the ordinary course of
the Group’s business.
Further details of the Group’s revenue and other income recognition policies are as follows.
(i) Revenue from contract with customers
In determining whether the Group acts as a principal or as an agent, it considers whether it obtains control of the
resources related to the services before they are transferred to the customers. Control refers to the Group’s ability to direct
the use of and obtain substantially all of the remaining benefits from the services.
Revenue is recognized when control over a service is transferred to the customer at the amount of promised
consideration to which the Group is expected to be entitled, excluding those amounts collected on behalf of third parties such
as value added tax or other sales taxes.
(a) Intelligent advertising services
The Group provides advertising services with the intelligent programmatic advertising platform to the
customers. The Group recognizes revenues when the Group satisfies a performance obligation by transferring the
promised service to a customer.
In the arrangement where the Group is acting as a principal and is the primary obligor and responsible for
fulfilling the contract, has the power to choose the suppliers and control the process of advertising to meet the
customers’ demands, revenue is determined based on the gross amount of sales excluding value added tax or other
sales taxes, and after deduction of any trade discounts and rebates to the customers. The Group has control in the
specified service before that service is delivered to the customer and acts as the principal of these arrangements and
therefore recognizes revenue earned and costs incurred related to these transactions on a gross basis.
The Group has other form of intelligent advertising services, under which the customers publish the
advertisement through the Group’s intelligent programmatic advertising platform on media resources as purchased by
the customers themselves. The Group presents such platform usage fee on a net basis in the consolidated statements
of profit or loss and other comprehensive income as the Group has no control over the services and acts as an agent.
(b) Intelligent data management
The Group provides data technology services with the intelligent enterprise data management platform to the
customers, including standardized system implementation, customized system development, maintenance, and other
supporting services. The Group recognizes revenue when control of the promised services is transferred to the
customer. The customer obtains control of service if it has the ability to direct the use of and obtain substantially all
of the remaining benefits from that service.
The Group enters into contracts with end customers that can include combination of software and services
which are accounted for as separate performance obligations because they are capable of being distinct and they are
not highly dependent with each other. The transaction price is after discount and is a fixed amount upon signing the
contract. The transaction price in an arrangement is separate based on the relative observable standalone selling prices
of the services being provided to the customer.
System development, maintenance and other supporting services are mainly in the form of fixed-price
contracts. Revenue related to the standardized system implementation, customized system development is recognized
upon customers’ acceptance. Revenue related to the maintenance and other supporting are recognized ratably over the
service contract period.
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(ii) Revenue from other sources and other income
(a) Interest income
Interest income is recognized as it accrues under the effective interest method using the rate that exactly
discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount
of the financial asset. For credit-impaired financial assets, the effective interest rate is applied to the amortized cost
(i.e. gross carrying amount net of loss allowance) of the asset (see Note 2(h)).
(b) Government grants
Government grants are recognized in the statement of financial position initially when there is reasonable
assurance that they will be received and that the Group will comply with the conditions attaching to them.
Grants that compensate the Group for expenses incurred are recognized as income in profit or loss on a
systematic basis in the same periods in which the expenses are incurred. Grants that compensate the Group for the
cost of an asset are recognized as deferred income and subsequently recognized in profit or loss on a systematic basis
over the useful life of the asset.
(s) Translation of foreign currencies
Transactions in foreign currencies are translated into the respective functional currencies of group companies at the
exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the
exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency
are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary assets
and liabilities that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date
of the transaction. Foreign currency differences are generally recognized in profit or loss.
However, foreign currency differences arising from the translation of an investment in equity securities designated
as at FVOCI is recognized in OCI.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition,
are translated into RMB at the exchange rates at the reporting date. The income and expenses of foreign operations are
translated into RMB at the exchange rates at the dates of the transactions.
Foreign currency differences are recognized in OCI and accumulated in the exchange reserve, except to the extent that
the translation difference is allocated to NCI.
When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint
control is lost, the cumulative amount in the exchange reserve related to that foreign operation is reclassified to profit or loss
as part of the gain or loss on disposal. On disposal of a subsidiary that includes a foreign operation, the cumulative amount
of the exchange differences relating to that foreign operation that have been attributed to the NCI shall be derecognized, but
shall not be reclassified to profit or loss. If the Group disposes of part of its interest in a subsidiary but retains control, then
the relevant proportion of the cumulative amount is reattributed to NCI. When the Group disposes of only part of an associate
or joint venture while retaining significant influence or joint control, the relevant proportion of the cumulative amount is
reclassified to profit or loss.
(t) Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of an asset which
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of
that asset. Other borrowing costs are expensed in the period in which they are incurred.
(u) Related parties
(a) A person, or a close member of that person’s family, is related to the Group if that person:
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of the key management personnel of the Group or the Group’s parent.
(b) An entity is related to the Group if any of the following conditions applies:
(i) The entity and the Group are members of the same group (which means that each parent, subsidiary and
fellow subsidiary is related to the others).
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a
member of a group of which the other entity is a member).
(iii) Both entities are joint ventures of the same third party.
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
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(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).
(viii) The entity, or any member of a group of which it is a part, provides key management personnel services
to the Group or to the Group’s parent.
Close members of the family of a person are those family members who may be expected to influence, or be
influenced by, that person in their dealings with the entity.
(v) Segment reporting
Operating segments, and the amounts of each segment item reported in the financial statements, are identified from
the financial information provided regularly to the Group’s most senior executive management for the purposes of allocating
resources to, and assessing the performance of, the Group’s various lines of business and geographical locations.
Individually material operating segments are not aggregated for financial reporting purposes unless the segments have
similar economic characteristics and are similar in respect of the nature of services, the nature of production processes, the
type or class of customers, the methods used to provide the services, and the nature of the regulatory environment. Operating
segments which are not individually material may be aggregated if they share a majority of these criteria.
3 ACCOUNTING JUDGMENT AND ESTIMATES
Note 22 contains information about the assumptions and their risk factors relating to measurement of ECL allowance
for trade receivables. Other significant sources of estimation uncertainty and accounting judgments are as follows:
(a) Principal versus agent considerations – revenue from provision of intelligent advertising services
In determining whether the Group is acting as a principal or as an agent in the provision of intelligent advertising
services requires judgments and considerations of all relevant facts and circumstances. The Group is a principal in a
transaction if the Group obtains control of services provided before they are transferred to customers. If control is unclear,
when the Group is primarily obligated in a transaction, and has latitude in establishing prices and selecting suppliers, or has
several but not all of these indicators, the Group records revenues on a gross basis. Otherwise, the Group records the net
amount earned as commissions from services provided.
(b) Deferred tax assets
Deferred tax assets are recognized for all temporary differences to the extent that it is probable that future taxable
profit will be available against which the temporary differences can be utilized. In assessing whether such temporary
differences can be utilized in the future, the Group needs to make judgments and estimates on the ability of each of its
subsidiaries to generate taxable income in the future years. The Group believes it has recorded adequate deferred taxes based
on the prevailing tax rules and regulations and its current best estimates and assumptions. In the event that future tax rules
and regulations or related circumstances change, adjustments to deferred taxation may be necessary which would impact the
Group’s results or financial position.
4 REVENUE
The principal activities of the Group are providing intelligent advertising services and intelligent data management.
(a) Disaggregation of revenue
Disaggregation of revenue from contracts with customers by major service lines is as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Intelligent advertising services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118491,937 459,784 506,861
Intelligent data management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118119,253 78,086 69,702
611,190 537,870 576,563
APPENDIX I ACCOUNTANTS’ REPORT
– I-19 –


--- page 327 ---
Disaggregation of revenue from contracts with customers by the timing of revenue recognition is as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Point in time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118543,204 485,750 550,862
Over time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867,986 52,120 25,701
611,190 537,870 576,563
During the Track Record Period, the Group’s customers (including entities under common control with those
customers) with whom transactions have exceeded 10% of the Group’s revenue in the respective year are as follows. Details
of concentrations of credit risk of the Group are set out in Note 22(a).
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Customer A /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885,707 95,727 98,661
Customer B /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111877,748 89,537 78,904
Customer C /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111875,725 * 58,530
Customer D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118* * 73,750
* Represents that the amount of aggregate revenue from such customer is less than 10% of the total revenue for
respective year.
The Group takes advantage of the practical expedient in paragraph 121 of IFRS 15 and does not disclose the
remaining performance obligation as all of the Group’s sale contracts have an original expected duration of less than 1 year.
(b) Geographic information
The following table sets out information about the geographical location of the Group’s revenue from external
customers. The geographical location of customers is based on the location of the customers. All of the Group’s non-current
assets are located in the Chinese Mainland.
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Chinese Mainland (place of domicile) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118496,687 463,544 459,852
United Kingdom /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,834 15,376 63,372
Other markets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,669 58,950 53,339
611,190 537,870 576,563
5 OTHER INCOME AND LOSS, NET
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,031 8,492 5,586
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,534 896 1,566
Net foreign exchange gain/(loss) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,527 (906) (3,065)
Additional deduction of input value-added tax /H1118/H1118/H1118/H1118 1,189 – –
Others /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/H1118242 50 945
13,523 8,532 5,032
APPENDIX I ACCOUNTANTS’ REPORT
– I-20 –


--- page 328 ---
6 PROFIT BEFORE TAXATION
Profit before taxation is arrived at after charging/(crediting):
(a) Finance costs
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118253 347 318
Interest on bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 9––
272 347 318
(b) Staff costs
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries, wages and other benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118167,297 161,285 139,521
Contributions to defined contribution retirement
schemes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,267 7,637 6,377
174,564 168,922 145,898
Employees of the Group in Chinese Mainland are required to participate in a defined contribution retirement scheme
administered and operated by the local municipal government.
The Group’s entities in Chinese Mainland contribute funds which are calculated on certain percentages of the average
employee salary as agreed by the local municipal government to the scheme to fund the retirement benefits of the employees.
Overseas subsidiaries of the Group are subject to the statutory enterprise contribution retirement scheme under the
laws of the jurisdictions.
Contributions to the retirement schemes vest immediately, there is no forfeited contributions that may be used by the
Group to reduce the existing level of contribution. The Group has no further material obligation for payment of other
retirement benefits beyond the above contributions.
(c) Other items
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Depreciation charge of property and equipment
(Note 11) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,316 6,645 6,722
Amortization of intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118259 81 21
Expected credit loss on financial assets
(Note 22(a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
– Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118573 (127) 260
– Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879 (380) 22
– Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189––
Listing expenses in relation to the prior PRC listing
plan /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/H111810,156 – –
Listing expenses in relation to the current Hong
Kong listing plan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 15,690
APPENDIX I ACCOUNTANTS’ REPORT
– I-21 –


--- page 329 ---
7 INCOME TAX IN THE CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
(a) Taxation in the consolidated statements of profit or loss and other comprehensive income represents:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current tax
– Provision for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,675 83 179
– Over-provision in respect of prior years /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (255)
3,675 83 (76)
Deferred tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
– Origination and reversal of temporary differences (118) (1,138) (1,884)
3,557 (1,055) (1,960)
(b) Reconciliation between tax expense and accounting profit at applicable tax rates
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Profit before taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,215 20,465 7,217
Tax at the PRC income tax rate of 25% /H1118/H1118/H1118/H1118/H1118/H1118/H111816,054 5,116 1,804
Tax effects of:
– additional deduction on research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,183) (5,637) (4,950)
– tax rate differential /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,504) (1,714) (751)
– non-deductible expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,914 546 2,085
– unrecognized tax loss and deductible temporary
differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118305 634 638
– utilization of tax loss and other deductible
temporary differences previously not recognized /H1118 (29) – (531)
Over-provision in prior years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (255)
Actual tax expense/(credit) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,557 (1,055) (1,960)
Notes:
Income tax rate applies to the Group:
(i) Under the PRC Income Tax Laws, an enterprise which qualifies as a High and New Technology Enterprise
(“HNTE”) is entitled to a preferential tax rate of 15% provided it continues to meet HNTE qualification
standards on an annual basis. The Company qualifies as an HNTE and is entitled to a preferential tax rate of
15% from the year of 2019 to 2028.
For the Hong Kong subsidiary, the first HK$2 million of assessable profits are taxed at 8.25% and the
remaining assessable profits are taxed at 16.5%. The provision for Hong Kong Profits Tax for this subsidiary
was calculated at the same basis in the Track Record Period.
Taxation for subsidiaries incorporated in other jurisdictions is charged at the appropriate current rates of
taxation ruling in the relevant countries.
The Group does not expect to have any material Pillar Two exposure (including current tax) arising in these
jurisdictions during the Track Record Period.
(ii) An additional 100% of qualified research and development expenses incurred is allowed to be deducted from
taxable income under the PRC Income Tax Law and its relevant regulations during the Track Record Period.
APPENDIX I ACCOUNTANTS’ REPORT
– I-22 –


--- page 330 ---
8 DIRECTORS’ AND SUPERVISORS’ EMOLUMENTS
Details of emoluments of directors and supervisors are as follows:
Y ear ended December 31, 2023
Directors’ fees
Salaries,
allowances and
benefits in kind
Discretionary
bonuses
Retirement
scheme
contributions Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive directors
Ms. Huang Xiaonan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 653 – 12 665
Mr. Xie Peng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 641 – 19 660
Mr. Y ang Zhuo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 944 – 38 982
Non-executive directors
Ms. Tian Tian /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Mr. Huang Haibo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Mr. Huang Hao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Independent non-executive
directors
Ms. Li Juan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 100 – – 100
Mr. Xue Y ansong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 100 – – 100
Mr. Y e Jide /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 100 – – 100
Supervisors
Ms. Lai Chunhua /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 616 – 12 628
Ms. Sun Huijuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 587 – 29 616
Ms. Wu Renhua /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
– 3,741 – 110 3,851
Y ear ended December 31, 2024
Directors’ fees
Salaries,
allowances and
benefits in kind
Discretionary
bonuses
Retirement
scheme
contributions Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive directors
Ms. Huang Xiaonan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,097 – 28 1,125
Mr. Xie Peng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,145 – 35 1,180
Mr. Y ang Zhuo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 979 – 38 1,017
Non-executive directors
Ms. Tian Tian /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Mr. Huang Haibo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Mr. Huang Hao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Independent non-executive
directors
Ms. Li Juan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 100 – – 100
Mr. Xue Y ansong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 100 – – 100
Mr. Y e Jide /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 100 – – 100
Supervisors
Ms. Lai Chunhua /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 577 – 13 590
Ms. Sun Huijuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 619 – 29 648
Ms. Wu Renhua /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
– 4,717 – 143 4,860
APPENDIX I ACCOUNTANTS’ REPORT
– I-23 –


--- page 331 ---
Y ear ended December 31, 2025
Directors’ fees
Salaries,
allowances and
benefits in kind
Discretionary
bonuses
Retirement
scheme
contributions Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive directors
Ms. Huang Xiaonan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,887 – 30 1,917
Mr. Xie Peng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,919 – 35 1,954
Mr. Y ang Zhuo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,027 – 38 1,065
Non-executive directors
Ms. Tian Tian /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Mr. Huang Haibo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Mr. Huang Hao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Independent non-executive
directors
Ms. Li Juan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 100 – – 100
Mr. Xue Y ansong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 100 – – 100
Mr. Y e Jide (resigned on April 18,
2025) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3 3–– 3 3
Mr. Guo Bing (appointed on April
18, 2025) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6 7–– 6 7
Supervisors
Ms. Lai Chunhua /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 638 – 13 651
Ms. Sun Huijuan (resigned on
March 14, 2025) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1 0 8–5 1 1 3
Ms. Y e Nan (appointed on March
14, 2025) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 276 – 14 290
Ms. Wu Renhua /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
– 6,155 – 135 6,290
During the Track Record Period, there were no amounts paid or payable by the Group to the directors, supervisors
or any of the highest paid individuals set out in Note 9 below as an inducement to join or upon joining the Group or as a
compensation for loss of office. There was no arrangement under which a director or supervisor waived or agreed to waive
any remuneration during the Track Record Period.
9 INDIVIDUALS WITH HIGHEST EMOLUMENTS
During the Track Record Period, none of the five highest paid individuals are directors or supervisors of the Company.
The aggregate of the emoluments in respect of the five highest paid individuals are as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries and other emoluments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,789 13,146 14,683
Retirement scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118124 207 171
10,913 13,353 14,854
The emoluments of the five highest paid individuals are within the following bands:
Y ear ended December 31,
2023 2024 2025
Number of individuals Number of individuals Number of individuals
HK$1,500,001 - HK$2,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833–
HK$2,000,001 - HK$2,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113
HK$4,000,001 - HK$4,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––1
HK$4,500,001 - HK$5,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181––
HK$5,500,001 - HK$6,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––1
HK$7,000,001 - HK$7,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1–
555
APPENDIX I ACCOUNTANTS’ REPORT
– I-24 –


--- page 332 ---
10 EARNINGS PER SHARE
(a) Basic earnings per share
The calculation of basic earnings per share is based on the profit attributable to ordinary equity shareholders of the
Company and the weighted average number of ordinary shares in issue during the Track Record Period, calculated as
follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Profit attributable to the ordinary equity
shareholders of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,658 21,967 9,095
Weighted average number of ordinary shares
Y ear ended December 31,
2023 2024 2025
’000 ’000 ’000
Issued ordinary shares at January 1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883,915 83,915 81,611
Effect of shares repurchased (Note 21(b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (25) –
Weighted average number of ordinary shares at
December 31 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883,915 83,890 81,611
(b) Diluted earnings per share
The Company had no dilutive potential ordinary shares outstanding during the Track Record Period, therefore diluted
earnings per share is the same as the basic earnings per share.
11 PROPERTY AND EQUIPMENT
(a) Reconciliations of carrying amounts
The Group
Electronic
equipment
Office
equipment
and furniture
Right-of-use
assets Total
RMB’000 RMB’000 RMB’000 RMB’000
Cost:
At January 1, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,977 322 15,035 37,334
Additions /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/H1118736 – 169 905
At December 31, 2023 and January 1, 2024 /H1118/H1118/H1118/H1118/H1118/H111822,713 322 15,204 38,239
Additions /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/H1118843 – 15,069 15,912
At December 31, 2024 and January 1, 2025 /H1118/H1118/H1118/H1118/H1118/H111823,556 322 30,273 54,151
Additions /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/H1118306 – 153 459
Disposals /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– – (2,069) (2,069)
At December 31, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,862 322 28,357 52,541------ - - - ----- ------Accumulated depreciation:
At January 1, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20,786) (306) (6,567) (27,659)
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(53) – (6,263) (6,316)
At December 31, 2023 and January 1, 2024 /H1118/H1118/H1118/H1118/H1118/H1118(20,839) (306) (12,830) (33,975)
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(438) – (6,207) (6,645)
At December 31, 2024 and January 1, 2025 /H1118/H1118/H1118/H1118/H1118/H1118(21,277) (306) (19,037) (40,620)
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(544) – (6,178) (6,722)
Written back on disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,084 1,084
At December 31, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,821) (306) (24,131) (46,258)------ --- ----- ------Net book value:
At December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,874 16 2,374 4,264
At December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,279 16 11,236 13,531
At December 31, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,041 16 4,226 6,283
APPENDIX I ACCOUNTANTS’ REPORT
– I-25 –


--- page 333 ---
The Company
Electronic
equipment
Office
equipment
and furniture
Right-of-use
assets Total
RMB’000 RMB’000 RMB’000 RMB’000
Cost:
At January 1, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,086 33 9,776 20,895
Additions /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/H1118736 – – 736
At December 31, 2023 and January 1, 2024 /H1118/H1118/H1118/H1118/H1118/H111811,822 33 9,776 21,631
Additions /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/H1118833 – 8,734 9,567
At December 31, 2024 and January 1, 2025 /H1118/H1118/H1118/H1118/H1118/H111812,655 33 18,510 31,198
Additions /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/H1118306 – – 306
Disposals /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– – (1,900) (1,900)
At December 31, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,961 33 16,610 29,604----- - - - ----- -----Accumulated depreciation:
At January 1, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10,452) (32) (3,331) (13,815)
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(48) – (4,638) (4,686)
At December 31, 2023 and January 1, 2024 /H1118/H1118/H1118/H1118/H1118/H1118(10,500) (32) (7,969) (18,501)
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(430) – (3,958) (4,388)
At December 31, 2024 and January 1, 2025 /H1118/H1118/H1118/H1118/H1118/H1118(10,930) (32) (11,927) (22,889)
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(537) – (3,983) (4,520)
Written back on disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 915 915
At December 31, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(11,467) (32) (14,995) (26,494)----- --- ----- -----Net book value:
At December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,322 1 1,807 3,130
At December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,725 1 6,583 8,309
At December 31, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,494 1 1,615 3,110
(b) Right-of-use assets
The analysis of the net book value of right-of-use assets of the Group by class of underlying asset is as follows:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Properties leased for own use, carried at depreciated
cost
– Office buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,374 11,236 4,226
The analysis of expenses items in relation to leases recognized in the Group’s profit or loss are as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Depreciation charge of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H11186,263 6,207 6,178
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118253 347 318
Expense relating to short-term leases and leases of
low-value assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,410 1,190 975
The Group leases office buildings under leases expiring from 1 to 3 years. Some leases include an option to renew
the lease when all terms are renegotiated. None of the leases includes variable lease payments.
The total cash outflow for leases and the maturity analysis of lease liabilities are set out in Note 14 and Note 20,
respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-26 –


--- page 334 ---
12 EQUITY INVESTMENTS DESIGNATED AT FVOCI
RMB’000
At January 1, 2023 /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/H111816,158
Changes in fair value recorded in OCI /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(8,782)
Additions of investments /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/H1118360
Exchange differences /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/H111848
At December 31, 2023 and January 1, 2024 /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/H11187,784
Changes in fair value recorded in OCI /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(4,586)
Exchange differences /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/H111844
At December 31, 2024 and January 1, 2025 /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/H11183,242
Changes in fair value recorded in OCI /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(847)
Exchange differences /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(66)
At December 31, 2025 /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/H11182,329
The Group designated the investments in unlisted equity securities at FVOCI, as the investments are held for strategic
purposes. The fair value of the equity securities is measured using a valuation technique with significant unobservable
inputs, which is based on a market approach. The valuation requires the Group to determine the comparable public
companies and select the price multiple. In addition, the Group makes estimates about the discount for illiquidity and size
differences. The Group classified the equity investments designated at FVOCI as Level 3 of the fair value hierarchy.
13 INCOME TAX IN THE CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(a) Current taxation in the consolidated statements of financial position:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Balance at January 1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,721 3,767 (485)
Provision for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,675 83 179
Income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,498) (4,339) (121)
Over-provision in prior years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (255)
Exchange differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(131) 4 14
Balance at December 31 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,767 (485) (668)
Balance represents:
– Income tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,767 89 121
– Income tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (574) (789)
(b) Deferred tax assets and liabilities recognized
(i) Movements of each component of deferred tax assets and liabilities
The deferred tax assets/(liabilities) recognized in the consolidated statements of financial position and the movements
during the Track Record Period are as follows:
Cumulative
tax losses
Credit loss
allowance
Other equity
instrument
investments
Lease
liabilities
Right-of-use
assets Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Deferred tax arising from:
At January 1, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H11182,396 1,439 900 1,504 (1,472) 179 4,946
Credited/(charged) of profit or
loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118309 (9) – (1,187) 1,059 (54) 118
At December 31, 2023 and
January 1, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H11182,705 1,430 900 317 (413) 125 5,064
Credited/(charged) to profit or
loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,115 (40) – 1,842 (1,738) (41) 1,138
At December 31, 2024 and
January 1, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H11183,820 1,390 900 2,159 (2,151) 84 6,202
Credited/(charged) to profit or
loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,715 58 – (1,118) 1,256 (27) 1,884
At December 31, 2025 /H1118/H1118/H1118/H1118/H11185,535 1,448 900 1,041 (895) 57 8,086
APPENDIX I ACCOUNTANTS’ REPORT
– I-27 –


--- page 335 ---
(ii) Reconciliations to the consolidated statements of financial position
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Deferred tax assets recognized in the consolidated
statements of financial position /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,064 6,202 8,086
14 CASH AND CASH EQUIV ALENTS, TIME DEPOSIT AND OTHER CASH FLOW INFORMATION
(a) Cash and cash equivalents comprise
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash at bank /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,822 59,208 57,554
Time deposits and highly liquid investments with
initial terms within three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,283 12,862 97,331
85,105 72,070 154,885
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash at bank /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,142 42,481 29,849
Time deposits and highly liquid investments with
initial terms within three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,511 3 62,187
26,653 42,484 92,036
(b) Time deposits
The Group and the Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Time deposits – current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,833 127,357 60,249
Time deposits – non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118190,478 69,006 –
223,311 196,363 60,249
Time deposits are denominated in RMB and are deposited with banks in Chinese Mainland.
APPENDIX I ACCOUNTANTS’ REPORT
– I-28 –


--- page 336 ---
(c) Reconciliation of profit before taxation to cash generated from operations
Y ear ended December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Profit before taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,215 20,465 7,217
Adjustments for:
Depreciation of property and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 6,316 6,645 6,722
Amortization of intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186(c) 259 81 21
Impairment loss recognized/(reversed) on trade
receivables, other receivables and contract assets /H1118/H11186(c) 661 (507) 282
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186(a) 253 347 318
Interest on bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186(a) 1 9––
Interest income from time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,258) (6,427) (3,586)
Share of loss of associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 430 1,852
Interest income received from financial assets
measured at FVPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (146) (737)
Movements in working capital:
Increase in contract costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,781) (1,068) (162)
(Increase)/decrease in trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(27,006) 38,830 1,255
Decrease/(increase) in prepayments and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,058 2,195 (6,804)
(Increase)/decrease in contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(781) 2,287 –
Increase/(decrease) in trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,330 (1,909) 19,508
Increase/(decrease) in other payables and accruals /H1118/H1118/H1118 9,906 (12,375) 7,518
Decrease in contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,633) (2,457) (1,419)
Cash generated from operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H111855,558 46,391 31,985
(d) Reconciliation of liabilities arising from financing activities
The table below details changes in the Group’s liabilities from financing activities, including both cash and non-cash
changes. Liabilities arising from financing activities are liabilities for which cash flows were, or future cash flows will be,
classified in the Group’s consolidated statements of cash flows as cash flows from financing activities.
Bank loans Lease liabilities Total
RMB’000 RMB’000 RMB’000
(Note 20)
At January 1, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,114 8,114----- ----- -----
Changes from financing cash flows:
Capital element of lease rentals paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (6,422) (6,422)
Interest element of lease rentals paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (253) (253)
Proceeds from bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,000 – 10,000
Repayment of bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10,000) – (10,000)
Interest paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(19) – (19)
Total changes from financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118(19) (6,675) (6,694)----- ----- -----
Other changes:
Interest expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 – 19
Increase in lease liabilities from entering into new
leases during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 169 169
Interest on lease liabilities (Note 6(a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 253 253
Total other changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 422 441----- ----- -----
At December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,861 1,861
At January 1, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,861 1,861----- ----- -----
Changes from financing cash flows:
Capital element of lease rentals paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (5,573) (5,573)
Interest element of lease rentals paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (347) (347)
Total changes from financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118 – (5,920) (5,920)----- ----- -----
Other changes:
Increase in lease liabilities from entering into new
leases during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 15,069 15,069
Interest on lease liabilities (Note 6(a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 347 347
Total other changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 15,416 15,416----- ----- -----
APPENDIX I ACCOUNTANTS’ REPORT
– I-29 –


--- page 337 ---
Bank loans Lease liabilities Total
RMB’000 RMB’000 RMB’000
(Note 20)
At December 31, 2024 and January 1, 2025 /H1118/H1118/H1118/H1118 – 11,357 11,357----- ----- -----
Changes from financing cash flows:
Capital element of lease rentals paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (5,479) (5,479)
Interest element of lease rentals paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (318) (318)
Total changes from financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118 – (5,797) (5,797)----- ----- -----
Other changes:
Increase in lease liabilities from entering into new
leases during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 153 153
Interest on lease liabilities (Note 6(a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 318 318
Decrease in lease liabilities from termination of
leases /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– (985) (985)
Total other changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (514) (514)----- ----- -----
At December 31, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,046 5,046
(e) Total cash outflow for leases
Amounts included in the consolidated statements of cash flows for leases represent lease rental paid and comprise the
following:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within operating cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,438 1,163 975
Within financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,675 5,920 5,797
8,113 7,083 6,772
15 TRADE RECEIV ABLES
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current assets
Trade receivables
– Amounts due from third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118262,004 225,374 223,926
Less: loss allowance (Note 22(a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,305) (7,207) (7,478)
254,699 218,167 216,448
Non-current assets
Trade receivables
– Amounts due from third parties (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H11184,207 2,007 2,200
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current assets
Trade receivables
– Amounts due from third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118229,955 137,123 89,882
Less: loss allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,114) (5,346) (5,360)
223,841 131,777 84,522
Non-current assets
Trade receivables
– Amounts due from third parties (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H11184,207 2,007 2,200
APPENDIX I ACCOUNTANTS’ REPORT
– I-30 –


--- page 338 ---
Note:
Non-current trade receivables represent those amounts to be collected from a customer beyond one year, which the
Company has not billed the customer as of December 31, 2023, 2024 and 2025, respectively. The Group had entered
into an agreement with a customer for selling intelligent data management systems, in return, the customer would
make payments over five years to the Group according to the contract, and hence, the relevant amounts will be billed
in the respective periods. The Group measures the loss allowance for the non-current trade receivables at an amount
equal to 12-month ECL, as the Group’s historical credit loss experience does not indicate significant difficulties in
recovering these non-current trade receivables.
Aging analysis
As at the end of each reporting period, the aging analysis of current portion of the trade receivables, based on the
revenue recognition date, is as follows:
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118254,631 215,605 207,021
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,279 5,709 12,650
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,924 680 486
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,170 3,380 3,769
262,004 225,374 223,926
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118224,217 128,697 74,647
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,633 5,552 12,305
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,118 641 358
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,987 2,233 2,572
229,955 137,123 89,882
As at December 31, 2023, 2024 and 2025, the amount of trade receivables of the Group expected to be recovered after
more than one year is RMB4.2 million, RMB2.0 million and RMB2.2 million respectively.
All of the other current trade receivables are expected to be recovered within one year, including the trade receivables
which are collective on an installment basis from a creditworthy customer. Further details on the Group’s credit policy and
credit risk arising from trade receivables are set out in Note 22(a).
16 PREPAYMENTS, DEPOSITS AND OTHER RECEIV ABLES
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current assets
Prepayments for media resources /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,589 8,386 13,962
Deferred listing expenses in relation to the current
Hong Kong listing plan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,470
Deductible input value-added tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,666 7,807 8,632
Deposits paid to media partners /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,687 2,052 1,564
Lease deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,380 2,532 2,393
Others /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/H11182,431 2,782 3,692
Less: loss allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,235) (1,856) (1,880)
23,518 21,703 29,833
Non-current assets
Prepayments for technical services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 5––
APPENDIX I ACCOUNTANTS’ REPORT
– I-31 –


--- page 339 ---
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current assets
Prepayments for media resources /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,671 5,085 7,667
Deferred listing expenses in relation to the current
Hong Kong listing plan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,470
Deductible input value-added tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,706 655 708
Deposits paid to media partners /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,627 1,793 1,500
Lease deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,561 1,460 1,491
Others /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/H11182,267 2,165 2,258
Amounts due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,232 54,954 121,421
Less: loss allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,671) (1,345) (1,382)
62,393 64,767 135,133
17 TRADE PAYABLES
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade payables due to third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,471 68,562 88,070
As at the end of each reporting period, the aging analysis of trade payables of the Group, based on the invoice
date, is as follows:
As at December 31,
2023 2024 2025
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/H1118/H1118/H1118/H1118/H1118/H111868,711 66,300 81,519
Between one year and two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118185 778 5,067
Over two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,575 1,484 1,484
70,471 68,562 88,070
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade payables due to third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867,215 55,048 60,302
As at the end of each reporting period, the aging analysis of trade payables of the Company, based on the invoice date,
is as follows:
As at December 31,
2023 2024 2025
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/H1118/H1118/H1118/H1118/H1118/H111865,458 53,566 53,755
Between one year and two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118183 – 5,065
Over two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,574 1,482 1,482
67,215 55,048 60,302
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 340 ---
18 OTHER PAYABLES AND ACCRUALS
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Taxes payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,465 23,159 29,480
Advance from customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,368 8,860 8,927
Staff costs payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,613 16,526 15,353
Payable for shares repurchase /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,599 –
Others /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/H11183,048 1,522 3,561
63,494 52,666 57,321
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Amounts due to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,730 86,288 95,813
Taxes payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,933 10,901 15,033
Advance from customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,179 6,636 6,709
Staff costs payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,060 10,876 9,906
Payable for shares repurchase /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,599 –
Others /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/H11182,943 1,374 2,293
134,845 118,674 129,754
19 CONTRACT LIABILITIES
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,282 2,825 1,406
Movements in contract liabilities
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Balance at January 1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,915 5,282 2,825
Decrease in contract liabilities as a result of
recognizing revenue during the year that was
included in the contract liabilities at the beginning
of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,410) (4,423) (2,367)
Increase in contract liabilities as a result of receipts
in advance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,777 1,966 948
Balance at December 31 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,282 2,825 1,406
The Group expects that all of its contract liabilities during the Track Record Period will be recognized as revenue
within 1 year.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 341 ---
20 LEASE LIABILITIES
At the end of each reporting period, the lease liabilities were repayable as follows:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,861 6,251 4,522
After 1 year but within 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,771 524
After 2 years but within 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 335 –
1,861 11,357 5,046
21 CAPITAL, RESERVES AND DIVIDENDS
(a) Movements in components of equity
The reconciliation between the opening and closing balances of each component of the Group’s consolidated equity
is set out in the consolidated statements of changes in equity. Details of the changes in the Company’s individual components
of equity during the Track Record Period are set out below:
Share capital Capital reserve
Statutory
reserve
Fair value
reserve Retained profits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Balance at January 1, 2023 /H1118/H1118/H111883,915 160,670 12,336 (5,100) 111,022 362,843----- ------ ----- ----- ------ ------
Changes in equity for 2023:
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 55,219 55,219
Total comprehensive income /H1118/H1118/H1118 –––– 55,219 55,219
Appropriation to statutory
reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 5,522 – (5,522) –----- ------ ----- ----- ------ ------
Balance at December 31, 2023
and January 1, 2024 /H1118/H1118/H1118/H1118/H1118/H111883,915 160,670 17,858 (5,100) 160,719 418,062----- ------ ----- ----- ------ ------
Changes in equity for 2024:
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 16,349 16,349
Other comprehensive income /H1118/H1118/H1118 – – – (360) – (360)
Total comprehensive income /H1118/H1118/H1118 – – – (360) 16,349 15,989
Dividend declared and approved /H1118 –––– (40,028) (40,028)
Repurchase and cancellation of
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,304) (41,702) – – – (44,006)
Appropriation to statutory
reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,635 – (1,635) –----- ------ ----- ----- ------ ------
Balance at December 31, 2024
and January 1, 2025 /H1118/H1118/H1118/H1118/H1118/H111881,611 118,968 19,493 (5,460) 135,405 350,017----- ------ ----- ----- ------ ------
Changes in equity for 2025:
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 8,250 8,250
Total comprehensive income /H1118/H1118/H1118 –––– 8,250 8,250
Appropriation to statutory
reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 825 – (825) –----- ------ ----- ----- ------ ------
Balance at December 31, 2025 /H1118 81,611 118,968 20,318 (5,460) 142,830 358,267
(b) Share capital
(i) Share capital information
The movements in the Company’s share capital during the Track Record Period are set out below:
Number of
ordinary shares Share capital
’000 RMB’000
Issued and fully paid:
Balance at January 1, 2023, December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883,915 83,915
Repurchase and cancellation of shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,304) (2,304)
Balance at December 31, 2024 and 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881,611 81,611
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 342 ---
(ii) Repurchase and cancellation of shares
During the year ended December 31, 2024, pursuant to the resolution of the Company’s shareholders meeting, the
Company repurchased a total of 2,304,000 of its ordinary shares at a total consideration of RMB44.0 million. The
repurchased shares were subsequently cancelled and the issued share capital of the Company was reduced by the nominal
value of the cancelled shares accordingly.
(c) Nature and purpose of reserves
(i) Capital reserve
The capital reserve is the differences between the net considerations received and the nominal amount of share capital
issued by the Company.
(ii) Statutory reserve
As stipulated by regulations in the PRC, the Company and its subsidiaries established and operated in Chinese
Mainland are required to appropriate 10% of their after-tax-profit (after offsetting prior year losses) as determined in
accordance with the PRC accounting rules and regulations, to the statutory reserve until the reserve balance reaches 50%
of the registered capital. The transfer to this reserve must be made before distribution of profits to parent companies.
The statutory reserve can be utilized, upon approval by the relevant authorities, to offset accumulated losses, provided
that the balance after such issue is not less than 25% of its registered capital.
(iii) Fair value reserve
The fair value reserve comprises the cumulative net change in the fair value of equity investments designated at
FVOCI under IFRS 9 that are held at the end of each reporting period (see Note 2(d)).
(iv) Exchange reserve
The exchange reserve comprises all relevant exchange differences arising from the translation of the financial
statements of operations with functional currency other than RMB.
(d) Dividends
Pursuant to the resolution of the shareholders’ meeting of the Company held on August 29, 2024, dividends of
RMB40,028,000 were approved to be paid to the then shareholders of the Company. The dividend was paid in cash in
September 2024.
(e) Capital management
The Group’s primary objectives when managing capital are to safeguard the Group’s ability to continue as a going
concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, by pricing services
commensurately with the level of risk and by securing access to finance at a reasonable cost.
The Group actively and regularly reviews and manages its capital structure to maintain a balance between the higher
shareholders returns that might be possible with higher levels of borrowings and the advantages and security afforded by a
sound capital position, and makes adjustments to the capital structure in light of changes in economic conditions.
Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.
22 FINANCIAL RISK MANAGEMENT AND FAIR V ALUES OF FINANCIAL INSTRUMENTS
Exposure to credit, liquidity, interest rate, equity price and currency risks arises in the normal course of the Group’s
business.
The Group’s exposure to these risks and the financial risk management policies and practices used by the Group to
manage these risks are described below.
(a) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss
to the Group. The Group’s credit risk is primarily attributable to trade receivables and other receivables. The Group’s
exposure to credit risk arising from cash and cash equivalents, bills receivable is limited because the counterparties are banks
and financial institutions with high credit standing, for which the Group considers to represent low credit risk.
Trade receivables
The Group has established a credit risk management policy under which individual credit evaluations are performed
on all customers requiring credit over a certain amount. These evaluations focus on the customer’s past history of making
payments when due and current ability to pay, and take into account information specific to the customer as well as
pertaining to the economic environment in which the customer operates. Trade receivables are mainly due within a period
of 30-90 days from the date of billing.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 343 ---
Significant concentrations of credit risk primarily arise when the Group has significant exposure to individual
customers. At December 31, 2023, 2024 and 2025, 49%, 52% and 48% of the total trade receivables was due from the
Group’s five largest debtors respectively.
As the Group’s historical credit loss experience does not indicate significantly different loss patterns for different
customer segments, the loss allowance based on past due status is not further distinguished between the Group’s different
customer bases.
The following table provides information about the Group’s exposure to credit risk and ECLs for trade receivables
while the aging of the non-current trade receivables are deemed within one year because they are not due as of each year
end:
December 31, 2023
Expected loss rate
Gross carrying
amount Loss allowance
RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.08% 258,838 (2,791)
1 – 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824.71% 3,233 (799)
2 – 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111877.91% 1,924 (1,499)
More than 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100.00% 657 (657)
264,652 (5,746)
Provision on individual basis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,559 (1,559)
266,211 (7,305)
December 31, 2024
Expected loss rate
Gross carrying
amount Loss allowance
RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.94% 217,612 (2,047)
1 – 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821.91% 5,709 (1,251)
2 – 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876.18% 634 (483)
More than 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100.00% 1,867 (1,867)
225,822 (5,648)
Provision on individual basis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,559 (1,559)
227,381 (7,207)
December 31, 2025
Expected loss rate
Gross carrying
amount Loss allowance
RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.76% 209,221 (1,594)
1 – 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813.81% 12,650 (1,747)
2 – 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111875.72% 486 (368)
More than 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100.00% 2,210 (2,210)
224,567 (5,919)
Provision on individual basis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,559 (1,559)
226,126 (7,478)
Expected loss rates are based on actual loss experience over the past 3 years. These rates are adjusted to reflect
differences between economic conditions during the period over which the historic data has been collected, current
conditions and the Group’s view of economic conditions over the expected lives of the receivables.
APPENDIX I ACCOUNTANTS’ REPORT
– I-36 –


--- page 344 ---
Movements in the loss allowance account in respect of trade receivables during the Track Record Period are as
follows:
Y ear ended December 31
2023 2024 2025
RMB’000 RMB’000 RMB’000
Balance at January 1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,702 7,305 7,207
Impairment loss recognized/(reversed) during
the year, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118573 (127) 260
Exchange differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 29 11
Balance at December 31 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,305 7,207 7,478
Other receivables
Other receivables include deposits and others. Movement in the loss allowance account in respect of other receivables
during the Track Record Period is as follows:
Y ear ended December 31
2023 2024 2025
RMB’000 RMB’000 RMB’000
Balance at January 1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,151 2,235 1,856
Impairment loss recognized/(reversed) during the year,
net /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/H111879 (380) 22
Exchange differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118512
Balance at December 31 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,235 1,856 1,880
(b) Liquidity risk
Individual operating entities within the Group are responsible for their own cash management, including the
short-term investment of cash surpluses and the raising of loans to cover expected cash demands, subject to approval by the
parent company’s board when the borrowings exceed certain predetermined levels of authority. The Group’s policy is to
regularly monitor its liquidity requirements and its compliance with lending covenants, to ensure that it maintains sufficient
reserves of cash and adequate committed lines of funding from major financial institutions to meet its liquidity requirements
in the short and longer term.
The following tables show the remaining contractual maturities at the end of each reporting period of the Group’s
non-derivative financial liabilities, which are based on contractual undiscounted cash flows (including interest payments
computed using contractual rates or, if floating, based on rates current at the end of each reporting period) and the earliest
date the Group can be required to pay:
As at December 31, 2023
Contractual undiscounted cash outflow
Within 1 year or
on demand
More than
1 year but less
than 2 years
More than
2 years but less
than 3 years Total Carrying amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade payables (Note 17) /H1118/H1118/H1118/H1118/H1118/H111870,471 – – 70,471 70,471
Other payables and accruals /H1118/H1118/H1118/H111833,029 – – 33,029 33,029
Lease liabilities (Note 20) /H1118/H1118/H1118/H1118/H11181,881 – – 1,881 1,861
105,381 – – 105,381 105,361
As at December 31, 2024
Contractual undiscounted cash outflow
Within 1 year or
on demand
More than
1 year but less
than 2 years
More than
2 years but less
than 3 years Total Carrying amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade payables (Note 17) /H1118/H1118/H1118/H1118/H1118/H111868,562 – – 68,562 68,562
Other payables and accruals /H1118/H1118/H1118/H111829,507 – – 29,507 29,507
Lease liabilities (Note 20) /H1118/H1118/H1118/H1118/H11186,569 4,851 335 11,755 11,357
104,638 4,851 335 109,824 109,426
APPENDIX I ACCOUNTANTS’ REPORT
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As at December 31, 2025
Contractual undiscounted cash outflow
Within 1 year or
on demand
More than
1 year but less
than 2 years
More than
2 years but less
than 3 years Total Carrying amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade payables (Note 17) /H1118/H1118/H1118/H1118/H1118/H111888,070 – – 88,070 88,070
Other payables and accruals /H1118/H1118/H1118/H111827,841 – – 27,841 27,841
Lease liabilities (Note 20) /H1118/H1118/H1118/H1118/H11184,599 525 – 5,124 5,046
120,510 525 – 121,035 120,957
(c) Interest rate risk
The Group’s exposure to the interest rate risk is not significant since the Group does not hold any financial instrument
of which the fair value or future cash flows will fluctuate due to changes in market interest rates.
(d) Currency risk
The Group is exposed to currency risk primarily through sales and purchases which give rise to receivables, payables
and cash balances that are denominated in a foreign currency, i.e. a currency other than the functional currency of the
operations to which the transactions relate. The currencies giving rise to this risk are primarily United States Dollar (“USD”),
European Dollar (“EUR”), HKD and RMB. The Group manages this risk as follows:
(i) Exposure to currency risk
The following table details the Group’s exposure at the end of the reporting period to currency risk arising from
recognized assets or liabilities denominated in a currency other than the functional currency of the entity to which they relate.
For presentation purposes, the amounts of the exposure are shown in RMB, translated using the spot rate at the year-end date.
Differences resulting from the translation of the financial statements of foreign operations into the Group’s presentation
currency are excluded.
Exposure to foreign currencies as at December 31, 2023
USD EUR HKD RMB
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,060 538 2,334 591
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,818) – – –
Prepayments, deposits and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111869,44 3–––
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118(93,284) – – –
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,514 5,294 546 2,115
Net exposure arising from recognized
assets and liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(11,085) 5,832 2,880 2,706
Exposure to foreign currencies as at December 31, 2024
USD EUR HKD RMB
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,214 704 3,392 203
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,551) – – –
Prepayments, deposits and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,18 6–––
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118(52,808) – – –
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,663 1,360 232 4
Net exposure arising from recognized
assets and liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118704 2,064 3,624 207
APPENDIX I ACCOUNTANTS’ REPORT
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Exposure to foreign currencies as at December 31, 2025
USD EUR HKD RMB
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,354 1,319 4,632 773
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (950) –
Prepayments, deposits and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– 1 6–
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,569 1,110 28 17
Net exposure arising from recognized
assets and liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,923 2,429 3,726 790
(ii) Sensitivity analysis
The following table indicates the instantaneous change in the Group’s profits after tax (and retained profits) that
would arise if foreign exchange rates to which the Group has significant exposure at the end of each reporting period had
changed at that date, assuming all other risk variables remained constant.
As at December 31,
2023 2024 2025
Increase/
(decrease) in
foreign
exchange rates
Effect on
profits after tax
and retained
profits
Increase/
(decrease) in
foreign
exchange rates
Effect on
profits after tax
and retained
profits
Increase/
(decrease) in
foreign
exchange rates
Effect on
profits after tax
and retained
profits
RMB’000 RMB’000 RMB’000
USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810% (287) 10% 246 10% 4,150
(10%) 287 (10%) (246) (10%) (4,150)
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810% 419 10% 80 10% 179
(10%) (419) (10%) (80) (10%) (179)
HKD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810% 239 10% 160 10% 316
(10%) (239) (10%) (160) (10%) (316)
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810% 219 10% 11 10% 66
(10%) (219) (10%) (11) (10%) (66)
Results of the analysis as presented in the above table represent an aggregation of the instantaneous effects on each
of the Group entities’ profit after tax and equity measured in the respective functional currencies, translated into RMB at
the exchange rate ruling at the end of each reporting period for presentation purposes.
(e) Equity price risk
The Group is exposed to equity price changes arising from equity investments held. All of the Group’s unquoted
investments are held for long term strategic purposes. Their performance is assessed once a year, based on the limited
information available to the Group, together with an assessment of their relevance to the Group’s long term strategic plans.
(f) Fair value measurement
Assets and liabilities measured at fair value
Fair value hierarchy
The following table presents the fair value of the Group’s financial instruments measured at the end of the
reporting period on a recurring basis, categorized into the three-level fair value hierarchy as defined in IFRS 13, Fair
value measurement . The level into which a fair value measurement is classified is determined with reference to the
observability and significance of the inputs used in the valuation technique as follows:
 Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in
active markets for identical assets or liabilities at the measurement date.
 Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail to
meet Level 1, and not using significant unobservable inputs. Unobservable
inputs are inputs for which market data are not available.
 Level 3 valuations: Fair value measured using significant unobservable inputs.
APPENDIX I ACCOUNTANTS’ REPORT
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The following table presents the Group’s financial assets that are measured at fair value at the end of each
reporting date:
Fair value
hierarchy Fair value at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Recurring fair value measurements
Equity investments designated at
FVOCI:
– Unlisted equity securities /H1118/H1118/H1118/H1118/H1118/H1118/H1118Level 3 7,784 3,242 2,329
Financial assets measured at FVPL:
– Wealth management products /H1118/H1118/H1118/H1118/H1118Level 2 – 250 77,488
During the Track Record Period, there were no transfers between Level 1 or Level 2, or transfers into or out
of Level 3. The Group’s policy is to recognize transfers between levels of fair value hierarchy as at the end of the
reporting period in which they occur.
Wealth management products purchased by the Group are issued by major and reputable commercial banks
without guaranteed returns. The Group managed and evaluated the performance of investments on a fair value basis
in accordance with the Group’s risk management and investment strategy. The fair values are based on cash flows
discounted using the expected return rate.
The Group engaged an independent valuer to perform valuations for financial assets of unlisted equity
securities categorized into Level 3 of the fair value hierarchy. The fair value of the unlisted equity securities is
determined using recent transaction price or price-to-book method. The fair value measurement is positively
correlated to the price-to-book ratio of comparable companies. As at December 31, 2023 and 2024 and 2025, it is
estimated that with all other variables held constant, an increase/decrease in change of the multiples of the
price-to-book ratio by 5% would have increased/decreased the Group’s other comprehensive income by RMB0.4
million, RMB0.2 million and RMB0.1 million, respectively.
23 COMMITMENTS
The Group did not have material capital commitments as at December 31, 2023, 2024 and 2025.
24 MATERIAL RELATED PARTY TRANSACTIONS
Key management personnel remuneration
Key management personnel are those persons holding positions with authority and responsibility for planning,
directing and controlling the activities of the Group, directly or indirectly, including the Company’s directors.
Remuneration for key management personnel of the Group, including amounts paid to the Company’s directors as
disclosed in Note 8 and certain of the highest paid employees as disclosed in Note 9, is as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries and other emoluments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,476 5,441 6,965
Retirement scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118125 156 158
4,601 5,597 7,123
25 SUBSEQUENT EVENTS
On April 8, 2026, the Company declared a cash dividend of RMB30.2 million to its shareholders. Such dividend was
paid on April 10, 2026.
APPENDIX I ACCOUNTANTS’ REPORT
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26 POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT
YET EFFECTIVE FOR THE TRACK RECORD PERIOD
Up to the date of this report, the IASB has issued a number of new or amended standards, which are not yet effective
for the Track Record Period and which have not been adopted in the Historical Financial Information, including:
Effective for
accounting periods
beginning on or after
Amendments to IFRS 9 and IFRS 7, Contracts referencing nature-dependent electricity /H1118January 1, 2026
Amendments to IFRS 9 and IFRS 7, Amendments to the classification and measurement
of financial instruments /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
January 1, 2026
Annual improvements to IFRS Accounting Standards – V olume 11 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118January 1, 2026
IFRS 18, Presentation and disclosure in financial statements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118January 1, 2027
IFRS 19, Subsidiaries without public accountability: Disclosures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118January 1, 2027
Amendments to IFRS 10 and IAS 28, Sale or contribution of assets between an investor
and its associate or 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
To be determined
The Group is in the process of making an assessment of what the impact of these developments is expected to be in
the period of initial application. So far it has concluded that the adoption of them is unlikely to have a significant impact
on the consolidated financial statements except for the following:
IFRS 18, Presentation and disclosure in financial statements
IFRS 18 will replace IAS 1 Presentation of financial statements and aims to improve the transparency and
comparability of information about an entity’s financial statements. IFRS 18 is effective for annual reporting periods
beginning on or after January 1, 2027 and is to be applied retrospectively.
Among other changes, under IFRS 18, entities are required to classify all income and expenses into five categories
in the statement of profit or loss and other comprehensive income, namely the operating, investing, financing, discontinued
operations and income tax categories. Entities are also required to provide specific disclosures about management-defined
performance measures in a single note in the financial statements.
The Group does not plan to early adopt IFRS 18. IFRS 18 will impact the presentation of financial statements and
is not expected to have significant impact on the financial performance and positions of the Group.
SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company and its subsidiaries in
respect of any period subsequent to December 31, 2025.
APPENDIX I ACCOUNTANTS’ REPORT
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The following information does not form part of the Accountants’ Report received from
KPMG, Certified Public Accountants, Hong Kong, the Company’ s reporting accountants, as set out
in Appendix I to this prospectus, and is included herein for illustrative purposes only. The unaudited
pro forma financial information should be read in conjunction with “Financial Information” in this
prospectus and the Accountants’ Report set out in Appendix I to this prospectus.
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS
The following unaudited pro forma statement of adjusted net tangible assets of the Group is
prepared in accordance with Rule 4.29 of the Listing Rules and is set out below to illustrate the
effect of the Global Offering on the consolidated net tangible assets attributable to equity
shareholders of the Company as at December 31, 2025, as if the Global Offering had taken place
on December 31, 2025.
The unaudited pro forma statement of adjusted 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 financial position of the Group had the Global Offering been completed as at December 31, 2025
or at any future date.
Consolidated net
tangible assets
attributable to
equity shareholders
of the Company as
at December 31,
2025 (1)
Estimated net
proceeds from the
Global Offering (2)
Unaudited pro
forma adjusted net
tangible assets
attributable to
equity shareholders
of the Company
Unaudited pro forma
adjusted net tangible
assets per Share (3)
RMB’000 RMB’000 RMB’000 RMB HK$ (4)
Based on an Offer Price of
HK$43.50 per H Share /H1118/H1118 411,935 322,914 734,849 8.10 9.26
Based on an Offer Price of
HK$55.50 per H Share /H1118/H1118 411,935 413,839 825,774 9.11 10.41
Notes:
(1) The consolidated net tangible assets of the Group attributable to equity shareholders of the Company as of
December 31, 2025 is arrived at after deducting intangible assets of RMB42,000 from the consolidated total
equity attributable to equity shareholders of the Company as of December 31, 2025 of RMB411,977,000,
which is extracted from the Accountants’ Report set out in Appendix I to this prospectus.
(2) The estimated net proceeds from the Global Offering are based on 9,068,000 H Shares to be issued pursuant
to the Global Offering and the indicative Offer Prices of HK$43.50 per H Share and HK$55.50 per H Share,
being the low end and high end of the Offer Price range respectively, after deduction of the estimated
underwriting fees and other related listing expenses paid or payable by the Group (excluding the listing
expenses that have been charged to profit or loss up to December 31, 2025). The estimated net proceeds from
the Global Offering are converted to RMB at the exchange rate of HK$1 to RMB0.8747. No representation is
made that the HK$ amounts have been, could have been or may be converted into RMB, or vice versa, at that
rate.
(3) The unaudited pro forma adjusted net tangible assets per Share is arrived at after the adjustments referred to
in the preceding paragraphs and on the basis that 90,679,175 Shares (being the outstanding 81,611,175
ordinary shares as at December 31, 2025 and 9,068,000 H Shares to be issued pursuant to the Global Offering)
were in issue immediately following the completion of the Global Offering.
(4) The unaudited pro forma adjusted net tangible assets per Share amounts in RMB are converted into HK$ at
a rate of RMB1.00 to HK$1.1432. No representation is made that RMB amounts have been, could have been
or may be converted to HK$, or vice versa, at that rate.
(5) No adjustment has been made to reflect any trading result or other transactions of the Group entered into
subsequent to December 31, 2025, including but not limited to the dividends of approximately RMB30.2
million declared in April 2026. Had such dividends been declared on December 31, 2025, the pro forma
adjusted net tangible assets would have decreased by approximately RMB30.2 million and the pro forma
adjusted net tangible assets per Share would have decreased by approximately RMB0.33 (equivalent to
HK$0.38).
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


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B. REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following is the text of a report received from the reporting accountants, KPMG, Certified
Public Accountants, Hong Kong, in respect of the Group’ s pro forma financial information for the
purpose in this prospectus.
INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF PRO FORMA FINANCIAL INFORMATION
To the Directors of Beijing DeepZero Technology Co., Ltd.
We have completed our assurance engagement to report on the compilation of pro forma
financial information of Beijing DeepZero Technology Co., Ltd. (the “Company”) and its
subsidiaries (collectively the “Group”) by the directors of the Company (the “Directors”) for
illustrative purposes only. The unaudited pro forma financial information consists of the unaudited
pro forma statement of adjusted net tangible assets as at December 31, 2025 and related notes as
set out in Part A of Appendix II to the prospectus dated May 18, 2026 (the “Prospectus”) issued by
the Company. The applicable criteria on the basis of which the Directors have compiled the pro
forma financial information are described in Part A of Appendix II to the Prospectus.
The pro forma financial information has been compiled by the Directors to illustrate the
impact of the proposed offering of the H shares of the Company (the “Global Offering”) on the
Group’s financial position as at December 31, 2025 as if the Global Offering had taken place at
December 31, 2025. As part of this process, information about the Group’s financial position as at
December 31, 2025 has been extracted by the Directors from the Group’s historical financial
information included in the Accountants’ Report as set out in Appendix I to the Prospectus.
Directors’ Responsibilities 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”) and with reference to Accounting Guideline 7
“Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” (“AG 7”)
issued by the Hong Kong Institute of Certified Public Accountants (“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
behaviour.
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-2 –


--- page 351 ---
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 (“HKSAE”) 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 purpose 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 pro forma financial information included in an investment circular is solely to
illustrate the impact of a significant event or transaction on unadjusted financial information of the
Group as if the event had occurred or the transaction had been undertaken at an earlier date selected
for purposes of the illustration. Accordingly, we do not provide any assurance that the actual
outcome of events or transactions as at December 31, 2025 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 event or 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’ judgement, having regard to the
reporting accountants’ understanding of the nature of the Group, the event or 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.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Our procedures on the pro forma financial information have not been carried out in accordance
with attestation standards or other standards and practices generally accepted in the United States
of America, auditing standards of the Public Company Accounting Oversight Board (United States)
or any overseas standards and accordingly should not be relied upon as if they had been carried out
in accordance with those standards and practices.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 352 ---
We make no comments regarding the reasonableness of the amount of net proceeds from the
issuance of the Company’s H shares, the application of those net proceeds, or whether such use will
actually take place as described in the section headed “Future Plans and Use of Proceeds” in the
Prospectus.
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 purposes of the pro forma financial information
as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
KPMG
Certified Public Accountants
Hong Kong
May 18, 2026
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


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THE PRC TAXATION
Taxation on Dividends
Individual Investor
In accordance with the Individual Income Tax Law of the PRC (੻
), which was last revised on August 31, 2018, and the Implementation Provisions of the
Individual Income Tax Law of the PRC (ૢԷ), most
recently amended on December 18, 2018 ( IIT Law ), dividends distributed by enterprises in China
are generally subject to a 20% individual income tax. For foreign individuals who are not tax
residents of the PRC, dividend income received from a PRC enterprise is typically taxed at a flat
rate of 20%, unless a specific exemption is granted by the State Council’s tax authority or a lower
rate applies under a relevant tax treaty.
According to the Circular on Certain Issues Concerning the Policies of Individual Income Tax
(), which was jointly promulgated by the Ministry of
Finance and the State Administration of Taxation on May 13, 1994, overseas individuals are not
required to pay individual income tax on dividends or bonuses received from foreign-invested
enterprises.
Moreover, in accordance with the Notice on Issues Concerning Differentiated Individual
Income Tax Policies on Dividends and Bonus of Listed Companies (й
 )(Cai Shui [2015] No. 101), issued by the Ministry of
Finance, the State Administration of Taxation, and the China Securities Regulatory Commission on
September 7, 2015 and implemented from September 8, 2015, the following rules apply to
individual investors. When an individual holds shares of a listed company, which are acquired
through the public offering and transfer of the company’s stock in the stock market, for more than
one year, the income from dividends and bonuses will be temporarily exempt from individual
income tax. If the holding period is one month or less (inclusive), the entire dividend income will
be included in the taxable income. In cases where the holding period exceeds one month but is one
year or less (inclusive), 50% of the dividend income will be included in the taxable income. For all
these situations, the income is subject to individual income tax at a flat rate of 20%.
In accordance with the Arrangement between the Mainland of China and the Hong Kong
Special Administrative Region on the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with respect to Taxes on Income (ᅄ೼ ձԣ
τર), which was signed on August 21, 2006, the government of the People’s
Republic of China has the power to levy taxes on dividends distributed by a PRC-based company
to Hong Kong residents (covering both natural persons and legal entities). The amount of this tax
should not surpass 10% of the total dividends that the PRC company is obligated to pay.
Nevertheless, when a Hong Kong resident directly holds 25% or a greater proportion of the equity
stake in a PRC company, the applicable tax rate for such dividends will be capped at 5% of the total
dividends payable by the PRC company.
The Fifth Protocol of the Arrangement between the Mainland of China and the Hong Kong
Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with respect to Taxes on Income (<ᅄ೼ձԣ
τર>), which came into force on December 6, 2019, stipulates that the
treaty benefits will not be applicable to any arrangements or transactions whose main purpose is to
obtain such tax advantages. However, there are exceptions when these benefits are in line with the
relevant purposes and aims of the Arrangement.
Furthermore, the implementation of the dividend clause within tax agreements is governed by
the provisions set forth in the tax laws and regulations of the People’s Republic of China. This
includes the directives specified in the Notice of the State Taxation Administration on the Issues
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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Concerning the Application of the Dividend Clauses of Tax Agreements (ੂБ
)(Guo Shui Han [2009] No. 81), which has been in force since
February 20, 2009. Adhering to these regulations is of utmost importance when ascertaining the
taxation that should be applied to dividends in accordance with the Arrangement.
Enterprise Investors
Based on the Enterprise Income Tax Law of the PRC () (the
“EIT Law”), which was passed by the National People’s Congress (“NPC”) on March 16, 2007,
went into effect on January 1, 2008, and was later revised on February 24, 2017, and December 29,
2018, as well as the Implementation Regulations of the Enterprise Income Tax Law of the PRC
(ૢԷ). Promulgated by the State Council on December 6,
2007, and effective from January 1, 2008, with an amendment in 2019, the following tax rule
applies to non-resident enterprises.
If a non-resident enterprise has no establishment or business location in the PRC, or if it does
have one but the income sourced from the PRC has no real connection with that establishment or
location, it must pay an enterprise income tax at a rate of 10% on its PRC-sourced income. This
income encompasses dividends issued by a PRC resident enterprise that lists its shares in Hong
Kong. However, this withholding tax can be decreased or waived according to a relevant
double-taxation avoidance treaty.
The withholding tax that non-resident enterprises owe is collected at the source. The entity
making the payment, acting as the withholding obligation holder, must deduct the income tax from
the amount that is to be paid to the non-resident enterprise, either when the payment is made or
when it becomes payable.
The Circular of the SA T on Issues Relating to the Withholding and Remitting of Corporate
Income Tax by PRC Resident Enterprises on Dividends Distributed to Overseas Non-Resident
Enterprise Shareholders of H Shares (͏ΆุΣྤ̮Hٰ
) (Guo Shui Han [2008] No. 897), issued and
enforced by the State Administration of Taxation ( SAT) on November 6, 2008, explicitly stipulates
that PRC-resident enterprises must withhold corporate income tax at a rate of 10% on dividends
from 2008 onward when distributing them to overseas non-resident enterprise shareholders of H
shares.
Additionally, the Response to Questions on Levying Corporate Income Tax on Dividends
Derived by Nonresident Enterprise from Holding Stock such as B Shares (͏Άุ՟੻
Bҭᔧ ) (Guo Shui Han [2009] No. 394), issued and
implemented by the SA T on July 24, 2009, further specifies that any PRC-resident enterprise listed
on an overseas stock exchange must withhold and remit corporate income tax at a 10% rate on
dividends from 2008 onward when distributed to non-resident enterprises. Where applicable, these
tax rates may be adjusted in accordance with the provisions of relevant tax treaties or agreements
that China has concluded with other jurisdictions.
According to the Arrangement between the Mainland of China and the Hong Kong Special
Administrative Region on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion
with respect to Taxes on Income (ᅄ೼ձԣ˟ਊဍ೼
τર), which was signed on August 21, 2006, the government of the People’s Republic of China
is empowered to levy taxes on dividends distributed by a PRC-based company to Hong Kong
residents, encompassing both natural persons and legal entities. The tax amount levied shall not
exceed 10% of the total dividends that the PRC company is due to pay. However, when a Hong
Kong resident directly holds 25% or a greater share of the equity in a PRC company, the applicable
tax on these dividends will be capped at 5% of the total dividends that the PRC company pays out.
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The Fifth Protocol of the Arrangement between the Mainland of China and the Hong Kong
Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with respect to Taxes on Income ( <ᅄ೼ձԣ
τર>), which has been in force since December 6, 2019, clearly
stipulates that the benefits provided by this treaty will not be applicable to any arrangements or
transactions whose main intention is to obtain such tax advantages. Nevertheless, exceptions are
allowed when these benefits are in accordance with the relevant purposes and aims of the
Arrangement.
In addition, the implementation of the dividend clause in tax agreements is restricted by the
provisions laid out in the tax laws and regulations of the People’s Republic of China. This includes
the instructions specified in the Notice of the State Taxation Administration on the Issues
Concerning the Application of the Dividend Clauses of Tax Agreements (ੂБ
) (Guo Shui Han [2009] No. 81), which has been effective
since February 20, 2009. It is of great significance to comply with these regulations when
determining the applicable tax on dividends under the Arrangement.
Tax Treaties
Non-resident investors located in jurisdictions that have signed treaties or arrangements with
the PRC to prevent double taxation may qualify for a reduced Chinese corporate income tax rate
on dividends received from PRC enterprises. At present, China has established Avoidance of Double
Taxation Treaties or Arrangements with multiple countries and regions, including Hong Kong
Special Administrative Region, Macau Special Administrative Region, Australia, Canada, France,
Germany, Japan, Malaysia, the Netherlands, Singapore, the United Kingdom, and the United States.
Non-PRC resident enterprises that are eligible for preferential tax rates under applicable
treaties or arrangements must submit an application to the Chinese tax authorities to claim a refund
for any corporate income tax paid in excess of the agreed rate. The approval of such refund
applications remains subject to the discretion of the Chinese tax authorities.
Taxation on Share Transfer
VAT and Local Additional Tax
According to the Notice on Fully Implementing the Pilot Reform for the Transition from
Business Tax to V alue-added Tax () (Cai Shui
[2016] No. 36) ( Notice 36 ), which came into effect on May 1, 2016, entities and individuals
engaging in the sale of services within the PRC are subject to V alue-added Tax ( VAT). “Engaging
in the sale of services within the PRC” refers to situations where either the seller or the buyer of
the services is located in China. Notice 36 further stipulates that the transfer of financial products,
including the sale of marketable securities, is subject to V A T at a 6% rate on taxable revenue (i.e.,
the net amount after deducting the purchase price from the sales price) for general or foreign V A T
taxpayers. However, individuals who transfer financial products are exempt from V A T.
Under these provisions, if the holder of H shares is a nonresident individual, the sale or
disposal of the shares is exempt from PRC V A T. If the holder is a nonresident enterprise and the
buyer of the H shares is an individual or entity outside China, V A T is generally not required.
However, if the buyer is an individual or entity within China, the holder may be subject to PRC
VAT.
Nonetheless, due to the lack of explicit regulations, uncertainty remains as to whether
non-Chinese resident enterprises are obligated to pay V A T on the disposal of H shares. In addition,
V A T payers are also required to pay urban maintenance and construction tax, education surtax, and
local education surcharge ( Local Additional Tax ), which is generally levied at 12% of the V A T
payable (if applicable).
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Income tax
Individual Investors
The Individual Income Tax Law (IIT Law) mandates that gains resulting from the transfer of
equity stakes in PRC resident enterprises are subject to individual income tax at a 20% rate. Y et,
following the Circular of the Ministry of Finance (“MOF”) and the State Taxation Administration
on Exempting Individuals from Individual Income Tax on Share Transfer Income (࢕
)(Cai Shui Zi [1998] No. 61),
jointly issued by the MOF and STA on March 30, 1998, since January 1, 1997, individuals have
enjoyed a temporary exemption from individual income tax on the proceeds of listed-company share
transfers.
Nonetheless, on December 31, 2009, the MOF, STA, and China Securities Regulatory
Commission (CSRC) jointly released the Circular on Imposing Individual Income Tax on Income
from the Transfer of Restricted Listed Shares by Individuals (੻
) (Cai Shui [2009] No. 167). Effective January 1, 2010, this
circular stipulates that income from the transfer of listed shares obtained through public offerings
and trading on the Shanghai and Shenzhen Stock Exchanges remains tax-exempt for individuals.
This exemption applies to non-restricted shares, as further defined in the Supplementary Circular
on Issues Related to Imposing Individual Income Tax on Income from the Transfer of Restricted
Listed Shares by Individuals (໾
)(Cai Shui [2010] No. 70), jointly issued by the same three authorities and effective
November 10, 2010.
As of the Latest Practicable Date, no regulations explicitly require non-PRC resident
individuals to pay individual income tax on the transfer of shares in PRC resident enterprises listed
on overseas stock exchanges.
Enterprise Investors
Under the Enterprise Income Tax Law ( EIT Law ), a nonresident enterprise is generally
subject to corporate income tax at a rate of 10% on PRC-sourced income, including gains from the
disposal of equity interests in a PRC resident enterprise, provided that the nonresident enterprise
does not have an establishment or place of business in China or has such an establishment but the
income in question is not effectively connected to it.
The applicable income tax for nonresident enterprises is typically withheld at the source,
meaning that the payer of the income is responsible for deducting the required tax amount before
making or settling the payment. However, this tax obligation may be reduced or exempted in
accordance with relevant tax treaties or agreements on the avoidance of double taxation.
Stamp Duty
According to the Stamp Duty Law of the PRC (), which was
issued on June 10, 2021, and took effect on July 1, 2022, entities and individuals who execute
taxable documents or engage in securities transactions within China’s territory are considered stamp
duty taxpayers. As a result, the stamp duty requirements applicable to the transfer of shares in
PRC-listed companies do not extend to the acquisition or disposal of H shares by non-PRC investors
outside of China.
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PRINCIPLE TAXATION OF OUR COMPANY IN THE PRC
Enterprise Income Tax
Under the EIT Law, resident enterprises are subject to enterprise income tax ( EIT) at a rate
of 25% on their worldwide income, including income derived from both domestic and overseas
sources. Foreign-invested enterprises ( FIEs ) operating in China are classified as resident
enterprises and are therefore required to pay EIT at the standard rate of 25% on their global income.
In accordance with the EIT Law, high and new technology enterprises ( HNTEs ) benefit from
a reduced EIT rate of 15%. As stipulated in the Administrative Measures for the Recognition of
High and New Technology Enterprises (), which was promulgated
on April 14, 2008, and last amended on January 29, 2016, an HNTE certificate is valid for three
years and may be renewed upon successful inspection and approval by the SA T and other relevant
authorities.
Value-added Tax
According to the Provisional Regulations of the PRC on V alue-Added Tax ( ʕശɛ͏΍ձ
೼ᅲБૢԷ), which was promulgated by the State Council on December 13, 1993, and last
amended on November 19, 2017 ( Regulations on V AT ), along with the Detailed Rules for the
Implementation of the Provisional Regulations of the PRC on V alue-Added Tax ( ʕശɛ͏΍ձ
), promulgated by the Ministry of Finance ( MOF) and effective since
December 25, 1993, with its latest amendment on October 28, 2011, entities and individuals
engaged in the sale of goods, provision of processing, repair, or replacement labor services, sale of
services, transfer of intangible assets, or real estate transactions, as well as those importing goods
within China, are subject to value-added tax ( VAT) in accordance with these regulations.
Unless otherwise specified by the Regulations on V A T, the V A T rate for general taxpayers
engaged in the sale or import of goods was initially set at 17%, while the rate for processing, repair,
and maintenance services was also 17%. Exported goods, unless otherwise stipulated, were subject
to a zero V A T rate. However, pursuant to the Circular of the Ministry of Finance and the State
Administration of Taxation on Adjusting V alue-Added Tax Rates (ሜ዆ᄣ
), issued on April 4, 2018, and effective May 1, 2018, the previous 17% and 11%
V A T rates were reduced to 16% and 10%, respectively.
Subsequently, according to the Announcement on Deepening Policies in Relation to
V alue-Added Tax Reform (ʮѓ), promulgated on March 20,
2019, and effective April 1, 2019, V A T rates were further reduced to 13% and 9%, respectively.
FOREIGN EXCHANGE
The lawful currency of the PRC is Renminbi, which is still subject to foreign exchange control
and is not freely exchangeable. The SAFE, under the authorization of the People’s Bank of China
(the “ PBOC ”), is empowered with the functions of administering all matters relating to foreign
exchange, including the enforcement of foreign exchange control regulations.
The principal regulations governing foreign currency exchange in China are Regulations for
Foreign Exchange Control of the PRC ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ) (the “ Foreign
Exchange Control Regulations ”) which was promulgated by the State Council on January 29,
1996, became effective on April 1, 1996 and was subsequently amended on January 14, 1997 and
August 5, 2008 and the Regulations on the Administration of Foreign Exchange Settlement, Sale
and Payment of Foreign Exchange () (Yin Fa [1996] No. 210)
which was promulgated by the PBOC on June 20, 1996 and became effective on July 1, 1996.
Pursuant to these regulations and other PRC rules and regulations on currency conversion,
Renminbi is generally freely convertible for payments of current account items, such as trade and
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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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 SAFE or its local counterparts is obtained.
According to the Announcement on Improving the Reform of the Renminbi (ҁഛɛ͏
ʮѓ) issued by PBOC on July 21, 2005, China introduced a regulated and
managed floating exchange rate system, where the exchange rate is determined based on market
supply and demand, with reference to a basket of currencies. Under this system, the Renminbi
exchange rate is no longer pegged to the US dollar. The PBOC publishes the closing price of foreign
currencies such as the US dollar against the Renminbi in the interbank foreign exchange market
after the market closes each trading day, and sets the central parity for the following day’s
transactions.
Starting January 4, 2006, the PBOC refined the method of determining the central parity of
the Renminbi by introducing an enquiry system, while maintaining the match-making system in the
interbank foreign exchange spot market. Additionally, the foreign exchange market’s liquidity was
enhanced with the introduction of a market-making system. The Foreign Exchange Control
Regulations, which became effective on August 5, 2008, brought significant changes to the PRC’s
foreign exchange regulatory system. These regulations focus on balancing the inflow and outflow
of foreign exchange, with income from foreign exchange received overseas allowed to be either
repatriated or deposited overseas. Furthermore, foreign exchange and foreign exchange settlement
funds under the capital account can only be used for purposes approved by the relevant authorities.
The regulations also improved the mechanism for determining the Renminbi exchange rate based
on market forces. In cases where international transaction revenues and costs face or may face
significant imbalances, or if the national economy encounters or may encounter a serious crisis, the
State may implement necessary safeguard or control measures. Additionally, these regulations
granted extensive authority to the SAFE to enhance the supervision and administration of foreign
exchange transactions.
Under the relevant rules, all foreign exchange revenue of PRC enterprises from current
account transactions may be retained or sold to financial institutions conducting foreign exchange
sale or settlement business. Foreign exchange income from loans granted by overseas entities or
from the issuance of bonds and shares is not required to be sold, but may be deposited in foreign
exchange accounts at designated foreign exchange banks. PRC enterprises (including foreign-
invested enterprises) that require foreign exchange for current account transactions can exchange
and make payments from their foreign exchange accounts or at designated foreign exchange banks
without needing SAFE approval, provided they have valid receipts and proof. Foreign-invested
enterprises needing foreign exchange for profit distribution to shareholders, or PRC enterprises
required by regulations to pay dividends in foreign exchange, may also exchange and make
payments from their foreign exchange accounts, or convert and pay dividends at designated foreign
exchange banks with resolutions from the board of directors or shareholders’ meeting approving the
profit distribution.
The SAFE promulgated the Notice on Further Promoting the Reform of Foreign Exchange
Administration and Improving the Examination of Authenticity and Compliance (ආɓӉપ
) on January 18, 2017. It stipulates certain capital
control measures for domestic institutions to remit profits to foreign institutions, including: (i) a
bank shall review the resolutions of the board of directors related to the remittance of profits, the
original tax filing form, and the audited financial statements in accordance with the principle of real
transactions; and (ii) a domestic institution shall cover losses in the previous years as legally
required before the outward remittance of profits. Besides, a domestic institution shall explain the
source of the investment funds and the use of funds (use plan) to the bank and provide the resolution
of the board of directors (or the resolution of partners), contract, or other proof on the authenticity
of such investment.
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The Decision of the State Council on Canceling and Adjusting a Group of Administrative
Approval Items and Other Matters ()
(Guo Fa [2014] No. 50), which was issued and became effective on October 23, 2014, has canceled
the administrative approval by the SAFE and its branches for matters concerning the repatriation
and settlement of foreign exchange of overseas-raised funds through overseas listing. Pursuant to
the Circular of the SAFE on Further Simplifying and Improving the Direct Investment-related
Foreign Exchange Administration Policies (ટҳ༟̮
), which was promulgated on February 13, 2015, and subsequently amended on
December 30, 2019, the initial foreign exchange registration for establishing or taking control of an
SPV by domestic residents can be conducted with a qualified bank, instead of the local foreign
exchange bureau.
Pursuant to the Notice on Issues Concerning the Foreign Exchange Administration of
Overseas Listing () (Hui Fa [2014] No. 54) issued by
the SAFE on December 26, 2014, a domestic issuer shall, within 15 business days from completion
of its initial public offering overseas, register the overseas listing with the SAFE’s local branch at
the place of its incorporation. The proceeds from an overseas listing of a domestic issuer may be
remitted to a domestic account or deposited overseas, and the use of the proceeds shall be consistent
with the content of the prospectus and other disclosure documents.
The Circular of the SAFE on Reforming the Management Approach regarding the Settlement
of Foreign Capital of Foreign-invested Enterprise (̮ਠҳ ༟Άุ̮ි
)( SAFE Circular No. 19 ) was promulgated on March 30, 2015 and
became effective on June 1, 2015, subsequently amended on December 30, 2019. According to the
SAFE Circular No. 19, a foreign-invested enterprise may, according to its actual business needs,
settle with a bank the portion of the foreign exchange capital in its capital account for which the
relevant foreign exchange bureau has confirmed monetary contribution rights and interests (or for
which the bank has registered the account-crediting of monetary contribution). For the time being,
FIEs are allowed to settle 100% of their foreign exchange capitals on a discretionary basis; an FIE
shall use its capital for its operational purposes within the scope of business; where an ordinary FIE
makes domestic equity investment with the amount of foreign exchange settled, the invested
enterprise shall first go through domestic re-investment registration and open a corresponding
Account for Foreign Exchange Settlement Pending Payment with the foreign exchange bureau
(bank) at the place of registration.
Pursuant to the Circular on Reforming and Regulating Policies on the Management of the
Settlement of Foreign Exchange of Capital Accounts (ٙ
) (Hui Fa [2016] No. 16) issued by the SAFE on June 9, 2016, discretionary settlement of
foreign exchange capital income can be settled at the banks based on the actual operating needs of
the domestic companies. The proportion of discretionary settlement of foreign exchange capital
income for domestic companies is temporarily set at 100%. The SAFE may timely adjust the above
proportion based on international balance of payments.
On October 23, 2019, SAFE issued Notice of the State Administration of Foreign Exchange
on Further Promoting the Facilitation of Cross-border Trade and Investment (̮ි၍ଣ҅ ᗫ
)( SAFE Circular No. 28 ). Pursuant to the SAFE
Circular 28, on the basis that investment-oriented foreign-funded enterprises (including foreign-
funded companies with an investment nature, foreign-funded venture capital enterprises and
foreign-funded equity investment enterprises) may make equity investment with their capital funds
in China in accordance with the laws and regulations, non-investment foreign-funded enterprises
are allowed to make domestic equity investment with their capital funds in accordance with the law
on the premise that the existing special administrative measures (negative list) for foreign
investment access are not violated and the projects invested thereby in China are true and compliant.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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According to the Notice of the SAFE on Optimizing Foreign Exchange Administration to
Support the Development of Foreign-related Business (ܵ
), which was issued by the SAFE on April 10, 2020 and took effect from
June 1, 2020, under the prerequisite of ensuring true and compliant use of funds and compliance
with the prevailing administrative provisions on use of income under the capital account,
enterprises which satisfy the criteria are allowed to use income under the capital account, such as
capital funds, foreign debt and overseas listing, etc for domestic payment, without prior provision
of proof materials for veracity to the bank for each transaction.
TAXATION IN HONG KONG
Tax on Dividends
Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable
in Hong Kong in respect of dividends paid by us.
Capital Gains Tax and Profit Tax
In Hong Kong, the sale of H Shares does not incur capital gains tax. Nevertheless, for those
conducting a trade, profession, or business in Hong Kong, any gains obtained from the sale of H
Shares that stem from or are generated within Hong Kong through such economic activities will be
subject to Hong Kong profits tax. Presently, this tax is levied at a maximum rate of 16.5% for
corporate entities and 15% for unincorporated businesses.
Taxpayers in specific categories, including financial institutions, insurance companies, and
securities dealers, typically have their gains from H-Share sales presumed to be trading gains rather
than capital gains. However, they can avoid this classification if they can provide evidence that the
investment securities were held with long-term investment intentions. Gains from H-Share
transactions executed on the Hong Kong Stock Exchange are deemed to have their origin in Hong
Kong. Consequently, individuals or businesses engaged in securities trading or dealing in Hong
Kong and realizing trading gains from H-Share sales on the Hong Kong Stock Exchange will be
obligated to pay Hong Kong profits tax.
Stamp Duty
Hong Kong stamp duty, currently charged at the ad valorem rate of 0.1% on the higher of the
consideration for or the market value of the H Shares, will be payable by the purchaser on every
purchase and by the seller on every sale of Hong Kong securities, including H Shares (in other
words, a total of 0.2% is currently payable on a typical sale and purchase transaction involving H
Shares). In addition, a fixed stamp duty of HK$5.00 is currently payable on any instrument of
transfer of H Shares. Where one of the parties of the transfer is a resident outside Hong Kong and
does not pay the ad valorem duty due by it, the duty not paid will be assessed on the instrument of
transfer (if any) and will be payable by the transferee. If no stamp duty is paid on or before the due
date, a penalty of up to ten times the duty payable may be imposed.
Estate Duty
The Revenue (Abolition of Estate Duty) Ordinance 2005 came into effect on February 11,
2006 in Hong Kong, pursuant to which no Hong Kong estate duty is payable and no estate duty
clearance papers are needed for an application of a grant of representation in respect of holders of
H Shares whose deaths occur on or after February 11, 2006.
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THE PRC LEGAL SYSTEM
The legal system of PRC has the Constitution of the PRC (the “Constitution”) as its
foundation. It consists of various components, including written laws, administrative regulations,
local regulations, autonomous regulations, separate regulations, rules and regulations issued by
departments of the State Council, rules and regulations of local governments, laws of special
administrative regions, international treaties to which the PRC Government is a party, and other
regulatory documents. While court judgments are employed for judicial reference and guidance,
they do not serve as binding precedents in the legal sense.
In accordance with the Constitution and the Legislation Law of the PRC ( ʕശɛ͏΍ձ਷
), the legislative power of the state can be exercised by the NPC and the SCNPC. The NPC
is responsible for formulating and amending basic laws in the fields of criminal and civil affairs,
state institutions, and other relevant areas. Laws that are not within the scope of those to be enacted
by the NPC are formulated and amended by the SCNPC. Moreover, when the NPC is in recess, the
SCNPC has the right to supplement and amend parts of the laws passed by the NPC, but on the
condition that such actions do not conflict with the fundamental principles of these laws.
The State Council, which serves as the supreme state administrative body, is empowered to
draft administrative regulations grounded in the Constitution and laws. The people’s congresses of
provinces, autonomous regions, and municipalities, together with their standing committees, are
able to formulate local regulations. They do so according to the particular conditions and real-world
needs of their own administrative regions, yet these regulations must not violate any stipulations of
the Constitution, laws, or administrative regulations.For cities divided into districts, their people’s
congresses and corresponding standing committees can formulate local regulations related to areas
such as urban and rural construction and management, environmental protection, and historical and
cultural preservation. This is based on the specific situations and practical demands of these cities,
but they must not be inconsistent with any provisions of the Constitution, laws, administrative
regulations, or the local regulations of their respective provinces or autonomous regions. Where the
law specifies otherwise regarding the formulation of local regulations by cities divided into
districts, those legal requirements shall be observed. These local regulations become enforceable
only after being reported to and approved by the standing committees of the people’s congresses of
the relevant provinces or autonomous regions.The standing committees of the people’s congresses
of provinces or autonomous regions are responsible for inspecting the legality of the local
regulations submitted for approval. If there is no conflict with the Constitution, laws, administrative
regulations, and local regulations of the relevant provinces or autonomous regions, approval shall
be granted within four months. When the standing committees of the people’s congresses of
provinces or autonomous regions review the local regulations of cities divided into districts for
approval and find conflicts with the regulations of the provincial or autonomous region
governments, a resolution of the issue must be determined. The people’s congresses of national
autonomous areas have the right to enact autonomous regulations and separate regulations, which
are tailored to the political, economic, and cultural traits of the ethnic groups in those regions.
The ministries and commissions of the State Council, the People’s Bank of China (PBOC), the
National Audit Office, institutions with administrative functions directly under the State Council,
as well as other institutions as specified by law, are able to formulate rules and regulations. They
do this within the scope of their respective departmental powers, basing on the laws, administrative
regulations, decisions and decrees of the State Council. The matters that are regulated by
departmental rules and regulations should be those aimed at implementing the laws, administrative
regulations, decisions and decrees of the State Council.The people’s governments of provinces,
autonomous regions, municipalities directly under the Central Government, cities divided into
districts and autonomous regions have the right to formulate rules. They formulate these rules in
accordance with laws, administrative regulations and relevant local regulations of provinces,
autonomous regions and municipalities directly under the Central Government.
APPENDIX IV SUMMARY OF PRINCIPAL LA WS AND REGULATIONS
– IV-1 –


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In accordance with the Resolution of the Standing Committee of the National People’s
Congress on Strengthening the Work of Legal Interpretation (׵
Ӕᙄ) adopted on June 10, 1981, for issues concerning the further
clarification or supplementation of laws or decrees, they should be interpreted by the Standing
Committee of the National People’s Congress (SCNPC) or supplemented with decrees. Issues
related to the application of laws during court trials should be interpreted by the Supreme People’s
Court. Issues regarding the application of laws in the prosecution process should be interpreted by
the Supreme People’s Procuratorate. And for the application of other laws and decrees in matters
other than those related to trials or prosecutions, they should be interpreted by the State Council and
the relevant competent authorities. The State Council and its ministries and commissions also have
the power to interpret the administrative regulations and departmental rules that they have issued.
At the regional level, the power to interpret regional laws and regulations lies with the regional
legislative and administrative authorities that promulgate such laws and regulations.
THE PRC JUDICIAL SYSTEM
In accordance with the Constitution, the Law of Organization of the People’s Court of the
People’s Republic of China (2018 Revision) (ج2018ࠈࡌ)) and
the Law of Organization of the People’s Procuratorate of the People’s Republic of China (2018
Revision) (ج2018ࠈࡌ)), the people’s courts in the People’s
Republic of China are categorized into the Supreme People’s Court, local people’s courts at various
levels, and special people’s courts. The local people’s courts at different levels are further divided
into three tiers: the basic people’s courts, the intermediate people’s courts, and the higher people’s
courts. Depending on the regional situation, population size, and the number of cases, the basic
people’s courts may establish some people’s tribunals.The Supreme People’s Court serves as the
highest judicial organ of the state. It has the duty to oversee the judicial work of the local people’s
courts at all levels and the special people’s courts. People’s courts at higher levels are responsible
for supervising the judicial operations of the people’s courts at lower levels.As for the people’s
procuratorates in the People’s Republic of China, they are classified into the Supreme People’s
Procuratorate, local people’s procuratorates at all levels, Military Procuratorates, and other special
people’s procuratorates. The Supreme People’s Procuratorate is the highest procuratorial organ. It
shall guide the work of the local people’s procuratorates at all levels and the special people’s
procuratorates. People’s procuratorates at higher levels are tasked with directing the work of those
at lower levels.
The people’s courts implement a two-tier appellate system, which means that the judgments
or rulings of the second instance rendered by the people’s courts are conclusive and binding. A party
has the right to lodge an appeal against the judgment or ruling of the first instance made by a local
people’s court. The people’s procuratorate is entitled to file a protest with the people’s court at the
next higher level following the procedures specified by law.If neither the parties appeal nor the
people’s procuratorate lodges a protest within the prescribed time limit, the judgments or rulings of
the people’s courts become final. The judgments or rulings of the second instance issued by the
intermediate people’s courts, the higher people’s courts, and the Supreme People’s Court, as well
as those of the first instance made by the Supreme People’s Court, are all final. Nevertheless, if the
Supreme People’s Court or the people’s court at the next higher level discovers clear errors in a
legally effective final judgment or ruling of a lower-level people’s court, or if the chief judge of any
people’s court finds evident mistakes in a legally effective final judgment or ruling of that court,
the case can be retried through judicial supervision procedures.
The Civil Procedure Law of the People’s Republic of China ( ʕശɛ͏΍ձ਷͏ԫൡத
), which was adopted on April 9, 1991 and last revised on September 1, 2023 (hereinafter
referred to as the “PRC Civil Procedure Law”), stipulates the requirements for initiating a civil
lawsuit, the jurisdiction of the people’s courts, the procedures for conducting civil litigation, and
the enforcement procedures of civil judgments or rulings. All parties involved in civil litigation
within the territory of the People’s Republic of China are obliged to comply with the PRC Civil
Procedure Law. Ordinarily, a civil case is adjudicated by the court in the defendant’s place of
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residence. The parties to a contract can also clearly agree on the court having jurisdiction over a
civil lawsuit. However, the chosen people’s court with jurisdiction should be located in places that
have a direct connection to the disputes, such as the plaintiff’s or the defendant’s place of residence,
the place where the contract is performed or signed, or the location of the subject matter of the
lawsuit. At the same time, such a choice must not, under any circumstances, violate the provisions
regarding hierarchical jurisdiction and exclusive jurisdiction.
In civil actions, all parties are required to comply with legally effective judgments and rulings.
In the event that a party involved in a civil action refuses to adhere to a judgment or ruling issued
by a people’s court in the PRC or an award made by an arbitration tribunal, the other party reserves
the right to apply to the people’s court for enforcement within a two-year period. This application
period may be subject to postponement or revocation.Should a party fail to fulfill a judgment that
the court has approved for enforcement within the stipulated time frame, the court, upon the
application of the other party, has the authority to enforce the judgment against the non-compliant
party compulsorily.
When a party applies for the enforcement of a legally effective judgment or ruling of a
people’s court, and the opposing party or their property is located outside the territory of the PRC,
the applicant has two options. They can directly submit an application to a foreign court with the
relevant jurisdiction for the recognition and enforcement of the judgment or ruling. Alternatively,
the people’s court can, based on the provisions of international treaties that the PRC has signed or
acceded to, or in line with the principle of reciprocity, make a request to a foreign court for the
recognition and enforcement of the judgment or ruling. Likewise, when an effective judgment or
ruling issued by a foreign court needs to be recognized and enforced by a people’s court in the PRC,
as long as the people’s court does not deem that the recognition or enforcement of such a judgment
or ruling would violate the fundamental legal principles of the PRC, national sovereignty, national
security, or social and public interests, the parties concerned also have two courses of action. They
can directly apply to an intermediate people’s court in the PRC with the appropriate jurisdiction for
recognition and enforcement. Or, the foreign court can, in accordance with the provisions of
international treaties concluded or acceded to by both its country and the PRC, or based on the
principle of reciprocity, request the people’s court to recognize and enforce the judgment or ruling.
THE COMPANY LA W OF THE PRC, TRIAL ADMINISTRATIVE MEASURES OF
OVERSEAS SECURITIES OFFERING AND LISTING BY DOMESTIC COMPANIES AND
THE GUIDELINES FOR THE ARTICLES OF ASSOCIATION OF LISTED COMPANIES
The Company Law of the People’s Republic of China (), hereafter
called the “PRC Company Law”, was approved by the Standing Committee of the Eighth National
People’s Congress at its Fifth Session on December 29, 1993 and took effect on July 1, 1994. It
underwent successive amendments on December 25, 1999, August 28, 2004, October 27, 2005,
December 28, 2013, October 26, 2018 and December 29,2023. The latest revised version of the PRC
Company Law has been in force since July 1, 2024.
CSRC issued the Trial Administrative Measures on February 17, 2023. These measures
became effective on March 31, 2023 and are applicable to domestic companies’ direct and indirect
overseas share subscription and listing. They also stipulate the administrative filing requirements
and regulatory obligations for domestic companies when they engage in overseas securities
offerings and listings. On February 17, 2023, CSRC promulgated the Guidelines for the
Applications of Regulatory Rules — Overseas Issuance and Listing Category No. 1 (ቇ
ˏ-ྤ̮೯Бɪ̹ᗳୋ1໮), stipulating that direct issuance and listing by domestic
companies shall abide by the relevant provisions of the Trial Measures and refer to the Guidelines
for Articles of Association of Listed Companies (ˏ) and other relevant
provisions of CSRC on corporate governance to formulate its articles of association and standardize
corporate governance.
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Set out below is a summary of these rules.
General
A “joint stock limited company” means a corporate legal entity established within the territory
of China in accordance with the PRC Company Law. It has independent legal personality and rights
over its legal-person property. The company’s liability for its debts is confined to the aggregate
value of all its assets. And the liability of its shareholders towards the company is restricted to the
amount corresponding to the shares they have subscribed for.
Incorporation
A joint stock limited company may be established through the initiation establishment method
or the public subscription establishment method. Initiation establishment refers to the establishment
of a company by the initiators subscribing for all the shares that should be issued at the time of the
company’s establishment. Public subscription establishment refers to the establishment of a
company by the initiators subscribing for a portion of the shares that should be issued at the time
of the company’s establishment, and the remaining shares being subscribed for by specific targeted
entities or being publicly offered to the general public.
For the establishment of a joint stock limited company, there shall be more than one and less
than two hundred initiators, and more than half of the initiators shall have their domiciles within
the territory of the People’s Republic of China.
To establish a joint stock limited company, the initiators shall jointly formulate the company’s
articles of association. The articles of association of a joint stock limited company shall set forth
the following matters:
(1) The name and domicile of the company;
(2) The business scope of the company;
(3) The establishment method of the company;
(4) The registered capital of the company, the number of issued shares, the number of shares
issued at the time of establishment, and the par value per share of par value shares;
(5) Where class shares are issued, the number of shares of each class of shares and their
rights and obligations;
(6) The names or titles of the promoters, the number of shares subscribed for, and the means
of contribution;
(7) The composition, powers and functions, and the rules of procedure of the board of
directors;
(8) The method for the generation and change of the legal representative of the company;
(9) The composition, powers and functions, and the rules of procedure of the board of
supervisors;
(10) The company’s profit distribution method;
(11) The reasons for the dissolution of the company and the liquidation method;
(12) The company’s notice and announcement method;
(13) Other matters that the shareholders’ meeting deems necessary to be specified.
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Where a joint stock limited company is established by means of promotion establishment, the
promoters shall subscribe for all the shares that should be issued at the time of the company’s
establishment as prescribed in the articles of association of the company. Where a joint stock
limited company is established by means of public subscription establishment, the shares subscribed
for by the promoters shall not be less than 35% of the total number of shares that should be issued
at the time of the company’s establishment as prescribed in the articles of association of the
company; however, where otherwise provided for by laws and administrative regulations, such
provisions shall prevail. If a promoter fails to pay the share capital according to the shares he/she
has subscribed for, or the actual value of the non-monetary property contributed as capital is
significantly lower than the value of the subscribed shares, the other promoters shall bear joint and
several liability with such promoter within the scope of the insufficient capital contribution.
For a joint stock limited company established by public offering, the promoters shall convene
the inaugural meeting of the company within 30 days from the date when the payment for the shares
to be issued at the time of the company’s establishment is fully paid. The promoters shall notify
each subscriber of the meeting date or make an announcement 15 days before the convening of the
inaugural meeting. The inaugural meeting may be held only when subscribers holding more than
half of the voting rights are present.
For a joint stock limited company established by means of promotion establishment, the
procedures for convening and voting at the inaugural meeting shall be stipulated in the articles of
association or the promoters’ agreement. The inaugural meeting of the company shall exercise the
following powers:
(1) To examine and approve the report of the promoters on the preparations for the
establishment of the company;
(2) To adopt the articles of association of the company;
(3) To elect directors and supervisors;
(4) To review the establishment expenses of the company;
(5) To review the valuation of the non-monetary property contributed by the promoters as
capital;
(6) In case of force majeure or a significant change in business conditions that directly
affects the establishment of the company, to resolve not to establish the company.
Resolutions on the matters listed in the preceding paragraph adopted at the inaugural meeting
shall be passed by a majority of the voting rights held by the subscribers present at the meeting.
Share Capital
The capital of a company is divided into shares. All the shares of a company shall, in
accordance with the provisions of the articles of association, be either par-value shares or
no-par-value shares. In the case of par-value shares, the amount of each share is equal.
A company may, in accordance with the provisions of the articles of association, convert all
the issued par-value shares into no-par-value shares or all the issued no-par-value shares into
par-value shares.
In the case of issuing no-par-value shares, more than half of the proceeds from the share
issuance shall be included in the registered capital.
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The issuance of shares shall follow the principles of fairness and justice. Each share of the
same class shall have equal rights.
For shares of the same class issued in the same offering, the issuance conditions and prices
per share shall be the same. Subscribers shall pay the same amount for each share they subscribe
to.
A company may, in accordance with the provisions of its articles of association, issue the
following classes of shares with rights different from those of ordinary shares:
(1) Shares with the priority or subordination in distributing profits or residual assets;
(2) Shares with the number of voting rights per share more or less than that of ordinary
shares;
(3) Shares with restricted transfer, such as those the transfer of which requires the consent
of the company;
(4) Other classes of shares as prescribed by the State Council.
A company that publicly issues shares shall not issue the classes of shares as specified in items
(2) and (3) of the preceding paragraph, except for those already issued before the public offering.
Where a company issues the class of shares as specified in item (2) of the first paragraph of
this article, for the election and replacement of supervisors or members of the audit committee, the
number of voting rights per share of the class of shares shall be the same as that of each ordinary
share.
Increase in Share Capital
When a company issues new shares, the shareholders’ meeting shall adopt resolutions on the
following matters:
(1) The types and quantities of new shares;
(2) The issue price of new shares;
(3) The start and end dates of the new-share issuance;
(4) The types and quantities of new shares to be issued to existing shareholders;
(5) In the case of issuing no-par-value shares, the amount of the proceeds from the
new-share issuance to be included in the registered capital.
When a company issues new shares, it may determine the pricing plan based on its business
operation and financial status.
Reduction of Share Capital
When a company reduces its registered capital, it shall prepare a balance sheet and a list of
assets.The company shall notify its creditors within 10 days as of the date when the shareholders’
meeting adopts a resolution on reducing the registered capital, and make an announcement in
newspapers or on the National Enterprise Credit Information Publicity System within 30 days.
Creditors have the right, within 30 days as of the date of receipt of the notice, or within 45 days
as of the date of the announcement in case of no receipt of the notice, to demand that the company
pay off its debts or provide corresponding guarantees.
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When a company reduces its registered capital, it shall correspondingly reduce the capital
contributions or shares in proportion to the capital contributions made or shares held by the
shareholders, except as otherwise provided by law, as otherwise agreed upon by all the shareholders
of a limited liability company, or as otherwise provided by the articles of association of a joint stock
limited company.
Repurchase of Shares
A company shall not acquire its own shares, except in any of the following circumstances:
(1) Reducing the company’s registered capital;
(2) Merging with other companies that hold the company’s shares;
(3) Using the shares for an employee stock ownership plan or equity incentive;
(4) When a shareholder, who objects to the resolution on company merger or division
adopted by the shareholders’ meeting, requests the company to acquire his shares;
(5) Using the shares for converting the convertible corporate bonds issued by the company;
(6) It is necessary for a listed company to maintain the company’s value and shareholders’
rights and interests.
Transfer to Shares
Shares held by shareholders may be transferred legally. Pursuant to the PRC Company Law,
shares held by promoters may not be transferred within one year of the establishment of the
company. Shares of the company issued prior to the public issue of shares may not be transferred
within one year of the date of the company’s listing on a stock exchange. Directors, supervisors and
the senior management of a company shall declare to the company their shareholdings in it and
changes in such shareholdings. During their terms of office, they may transfer no more than 25%
of the total number of shares they hold in the company every year. They shall not transfer the shares
they hold within one year from the date of the company’s listing on a stock exchange, nor within
six months after they leave their positions in the company. The articles of association may set out
other restrictive provisions in respect of the transfer of shares in the company held by its directors,
supervisors and the senior management.
Shareholders
Pursuant to the PRC Company Law and the Guidelines for Articles of Association, the rights
of shareholders include the rights:
(1) to be legally entitled to assets income, participate in significant decision-making and
select management personnel;
(2) to petition the people’s court to revoke any resolution of a shareholders’ meeting, a
shareholders’ meeting or a meeting of the board of directors that has been convened or
whose voting has been conducted in violation of the laws, administrative regulations or
the Articles of Association of the company, or any resolution the contents of which is in
violation of the laws, administrative regulations or the Articles of Association of the
company, provided that such petition shall be submitted to the people’s court within 60
days of the passing of such resolution;
(3) to transfer his/her shares legally;
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(4) to attend or appoint a proxy to attend shareholders’ meetings and exercise the voting
rights;
(5) to inspect the Articles of Association of the company, share register, counterfoil of
company debentures, the minutes of shareholders’ meetings, board resolutions,
resolutions of the Board of Supervisors and the financial and accounting reports, and to
make suggestions or inquiries in respect of the company’s operations;
(6) to consult the accounting books or accounting vouchers of the company where the
shareholders who separately or aggregately hold 3% or more of the company’s shares for
180 consecutive days or more;
(7) to receive dividends in respect of the number of shares held;
(8) to participate in the distribution of residual properties of the company in proportion to
their shareholdings upon the liquidation of the company; and
(9) any other shareholders’ rights provided for in laws, administrative regulations, other
normative documents and the Articles of Association of the company.
The obligations of shareholders include the obligation to abide by the Articles of Association
of the company, to pay the subscription monies in respect of the shares subscribed for, to be liable
for the company’s responsibilities in respect of the shares taken up by them and any other
shareholder obligation specified in the Articles of Association of the company.
Shareholders’ Meetings
The shareholders’ meeting is the organ of authority of the company, which exercises its
powers in accordance with the PRC Company Law. The shareholders’ meeting shall exercise the
following powers:
(1) To elect and replace directors and supervisors, and to decide on matters concerning the
remuneration of directors and supervisors;
(2) To examine and approve the report of the board of directors;
(3) To examine and approve the report of the board of supervisors;
(4) To examine and approve the company’s profit distribution plan and loss recovery plan;
(5) To adopt resolutions on increasing or reducing the company’s registered capital;
(6) To adopt resolutions on issuing corporate bonds;
(7) To adopt resolutions on the company’s merger, division, dissolution, liquidation or
change of company form;
(8) To amend the company’s articles of association;
(9) The powers as stipulated in the company’s articles of association.
The shareholders’ meeting may authorize the board of directors to adopt resolutions on issuing
corporate bonds.
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Pursuant to the PRC Company Law and the Guidelines for Articles of Association, a
shareholders’ meeting is required to be held once a year within six months after the end of the
previous accounting year. An extraordinary meeting is required to be held within two months upon
the occurrence of any of the following:
(1) the number of directors is less than the number required by the law or less than
two-thirds of the number specified in the Articles of Association of the company;
(2) the total outstanding losses of the company amounted to one-third of the company’s total
share capital;
(3) shareholders individually or in aggregate holding 10% or more of the company’s shares
request to convene an extraordinary meeting;
(4) the board of directors deems necessary;
(5) the Board of Supervisors so proposes; or
(6) any other circumstances as provided for in the Articles of Associations of the company.
The shareholders’ meeting shall be convened by the board of directors and presided over by
the chairman of the board. If the chairman of the board is unable to perform his duties or fails to
perform his duties, it shall be presided over by the vice chairman of the board. If the vice chairman
of the board is unable to perform his duties or fails to perform his duties, a director shall be jointly
recommended by more than half of the directors to preside over the meeting.
If the board of directors is unable to perform or fails to perform its duty of convening the
shareholders’ meeting, the board of supervisors shall promptly convene and preside over it. If the
board of supervisors does not convene and preside over it, shareholders who individually or jointly
hold more than 10% of the company’s shares for more than 90 consecutive days may convene and
preside over the meeting on their own.
When shareholders who individually or jointly hold more than 10% of the company’s shares
request the convening of an extraordinary shareholders’ meeting, the board of directors and the
board of supervisors shall, within 10 days as of the date of receipt of the request, make a decision
on whether to convene the extraordinary shareholders’ meeting and reply to the shareholders in
writing.
When convening a shareholders’ meeting in accordance with the PRC Company Law, each
shareholder shall be notified of the time and place of the meeting and the matters to be considered
at the meeting 20 days before the meeting is held; for an extraordinary shareholders’ meeting, each
shareholder shall be notified 15 days before the meeting is held.
Shareholders who individually or jointly hold more than 1% of the company’s shares may put
forward an extraordinary proposal 10 days before the shareholders’ meeting is held and submit it
in writing to the board of directors. The extraordinary proposal shall have a clear subject matter and
specific resolution items. The board of directors shall notify other shareholders within two days
after receiving the proposal and submit the extraordinary proposal to the shareholders’ meeting for
consideration; provided that this does not apply if the extraordinary proposal violates the provisions
of laws, administrative regulations or the company’s articles of association, or does not fall within
the scope of the powers of the shareholders’ meeting. The company shall not increase the
shareholding ratio of shareholders who put forward extraordinary proposals.
For a company that publicly issues shares, the notifications specified in the preceding two
paragraphs shall be made in the form of an announcement.
The shareholders’ meeting shall not adopt resolutions on matters not listed in the notice.
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Board of Directors
A board of directors, consisting of no fewer than three members, is required for a company.
Among the board members, representatives of the company’s employees may be included. These
employee representatives are to be elected through democratic means, such as by the company’s
workforce at a staff representative assembly, general staff meeting, or other appropriate forms.
The duration of a director’s term is determined by the company’s articles of association, yet
each term is restricted to a maximum of three years. Directors have the eligibility to stand for
re-election once their term expires. In situations where a director’s term ends without a timely
re-election process, or when the resignation of directors causes the number of board members to fall
below the legally required minimum, the outgoing directors must continue to carry out their
directorial responsibilities in accordance with laws, administrative regulations, and the company’s
articles of association until newly elected directors assume their positions.
Pursuant to PRC Company Law, the Board of Directors may exercise the following powers:
(1) to convene shareholders’ meetings and report on its work to the shareholders’ meetings;
(2) to implement the resolutions passed by the shareholders at the shareholders’ meetings;
(3) to decide on the Company’s operational plans and investment proposals;
(4) to formulate the Company’s proposals for profit distribution and for recovery of losses;
(5) to formulate proposals for the increase or reduction of the Company’s registered capital
and the issue of corporate bonds;
(6) to formulate proposals for the merger, division, dissolution of the Company or change
in the form of the Company;
(7) to decide on the setup of the Company’s internal management organs;
(8) to decide on appointment or dismissal the manager of the Company and his/her
remuneration matters, and as nominated by the manager, to decide on appointment or
dismissal the Company’s deputy general manager and financial officer and his/her
remuneration matters;
(9) to formulate the Company’s basic management system; and
(10) other authority stipulated in the Articles of Association or conferred by the shareholders’
meeting.
The Board of Directors is required to hold meetings at least twice a year. All directors and
supervisors should be notified 10 days prior to the meeting. Shareholders holding more than
one-tenth of the voting rights, more than one-third of the directors, or the Board of Supervisors have
the right to propose the convening of an interim board meeting. Upon receiving such a proposal, the
chairman must call the meeting within 10 days and preside over it. The Board of Directors can also
decide on alternative methods and timeframes for notifying the convening of an interim board
meeting. A board meeting can only be conducted when more than half of the directors are in
attendance, and board resolutions need to be approved by more than half of all directors.
Board resolutions shall be adopted based on the principle of one person, one vote. Directors
are expected to attend board meetings in person. In the event that a director is unable to attend due
to any reason, he or she can entrust another director in writing with a power of attorney that clearly
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defines the scope of authorization, enabling that director to attend the meeting on his or her behalf.
The Board of Directors should record the decisions made during the meeting regarding the matters
under discussion, and the directors present at the meeting must sign these minutes.
If a resolution of the Board of Directors violates any laws, administrative regulations or the
Articles of Association or resolutions of the meeting, and as a result of which the Company sustains
serious losses, the directors participating in the resolution are liable to compensate the Company.
However, if it can be proved that a director expressly objected to the resolution when the resolution
was voted on, and that such objection was recorded in the minutes of the meeting, such director
shall be relieved from that liability.
Under the PRC Company Law, the Board shall appoint a chairman and may appoint a vice
chairman. The chairman and the vice chairman shall be elected with approval of more than half of
all the directors. The chairman shall convene and preside over board meetings and review the
implementation of board resolutions. The vice chairman shall assist the chairman to perform his/her
duties. Where the chairman is incapable of performing or is not performing his/her duties, the duties
shall be performed by the vice chairman. Where the vice chairman is incapable of performing or is
not performing his/her duties, a director nominated by more than half of the directors shall perform
his/her duties.
Board of Supervisors
The company shall have a Board of Supervisors composed of not less than three members. The
Board of Supervisors shall consist of representatives of the shareholders and an appropriate
proportion of representatives of the Company’s staff, of which the proportion of representatives of
the company’s staff shall not be less than one-third, and the actual proportion shall be determined
in the Articles of Association. Representatives of the Company’s staff at the Board of Supervisors
shall be democratically elected by the Company’s staff at the staff representative assembly, general
staff meeting or otherwise. The Board of Supervisors shall appoint a chairman and may appoint a
vice chairman. The chairman and the vice chairman of the Board of Supervisors shall be elected by
more than half of all the supervisors. Directors and senior management shall not act concurrently
as supervisors.
The meetings of the Board of Supervisors are to be convened and chaired by its chairman. In
the event that the chairman of the Board of Supervisors is unable to carry out or fails to carry out
his/her duties, the vice chairman of the Board of Supervisors will then take on the responsibility of
convening and chairing these meetings. When the vice chairman of the Board of Supervisors is also
unable to perform or neglects to perform his/her duties, a supervisor, who is elected by more than
half of the total supervisors, shall be entrusted with the task of convening and presiding over the
meetings of the Board of Supervisors.
The term of office for supervisors is three years. When a supervisor’s term expires, he or she
has the opportunity to be re-elected for consecutive terms. In cases where a supervisor’s term ends
and re-election doesn’t occur promptly, or when a supervisor’s resignation causes the number of
supervisors to fall below the legally required minimum, the outgoing supervisor must continue
fulfilling his or her supervisory duties in compliance with laws, administrative regulations, and the
company’s Articles of Association. This obligation persists until a newly and properly re-elected
supervisor assumes office.
The board of supervisors may exercise its powers:
(1) to review the company’s financial position;
(2) to supervise the directors and senior management in their performance of their duties and
to propose the removal of directors and senior management who have violated laws,
regulations, the Articles of Association or resolutions of the shareholders’ meetings;
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(3) when the acts of a director or senior management are detrimental to the company’s
interests, to require the director and senior management to correct these relevant acts;
(4) to propose the convening of extraordinary shareholders’ meetings and to convene and
preside over shareholders’ meetings when the board fails to perform the duty of
convening and presiding over shareholders’ meetings under the PRC Company Law;
(5) to submit proposals to the shareholders’ meetings;
(6) to bring actions against directors and senior management pursuant to the relevant
provisions of the PRC Company Law; and
(7) to exercise any other authority stipulated in the Articles of Association.
Manager and Senior Management
In accordance with the pertinent regulations of the Company Law of the People’s Republic of
China, a company is required to have a manager, whose appointment or dismissal is decided by the
board of directors. The manager is accountable to the board of directors and exercises his/her
authorities either in line with the stipulations of the articles of association or based on the
authorization from the board of directors. Additionally, the manager is supposed to attend board of
directors’ meetings as an observer.
As stipulated in the relevant provisions of the Company Law of the People’s Republic of
China, senior management encompasses the company’s manager, deputy manager, chief financial
officer, the board secretary of a listed company, as well as other individuals specified in the
company’s articles of association.
Duties of Directors, Supervisors, General Managers and Other Senior Management
Directors, supervisors, and senior management personnel owe fiduciary duties to the
company. They should take measures to prevent conflicts of interest between their own interests and
those of the company, and shall not use their positions to seek improper gains. Directors,
supervisors, and senior management personnel also owe duties of due diligence to the company.
When performing their duties, they should exercise the reasonable care that a manager normally
should in the best interests of the company.
Directors, supervisors and senior management personnel shall not engage in the following
acts:
(1) Embezzling the company’s property or misappropriating the company’s funds;
(2) Depositing the company’s funds in accounts opened in their own names or in the names
of other individuals;
(3) Accepting bribes by taking advantage of their positions or receiving other illegal
incomes;
(4) Taking for themselves the commissions received from transactions between others and
the company;
(5) Disclosing the company’s secrets without authorization;
(6) Other acts in violation of their fiduciary duties to the company.
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Directors, supervisors and senior management personnel, when entering into a contract or
conducting a transaction directly or indirectly with the company, shall report the matters related to
the contract conclusion or transaction to the board of directors or the shareholders’ meeting, and the
contract or transaction shall be approved by a resolution of the board of directors or the
shareholders’ meeting in accordance with the provisions of the company’s articles of association.
Close relatives of directors, supervisors and senior management personnel, enterprises
directly or indirectly controlled by directors, supervisors and senior management personnel or their
close relatives, and related parties having other affiliated relationships with directors, supervisors
and senior management personnel shall also comply with the above provisions when entering into
a contract or conducting a transaction with the company.
Directors, supervisors and senior management personnel shall not take advantage of their
positions to seek business opportunities belonging to the company for themselves or others.
However, the following circumstances are exceptions:
(1) Reporting to the board of directors or the shareholders’ meeting, and obtaining approval
through a resolution of the board of directors or the shareholders’ meeting in accordance
with the provisions of the company’s articles of association;
(2) According to the provisions of laws, administrative regulations or the company’s articles
of association, the company is unable to utilize such business opportunities.
Finance and Accounting
According to the PRC Company Law, a company shall establish its own financial and
accounting systems according to the laws, administrative regulations and the regulations of the
financial departments of the State Council. A company shall prepare its financial reports at the end
of each accounting year which shall be audited by accounting firm according to law. The financial
and accounting reports shall be prepared in accordance with the laws, administrative regulations and
the regulations of the financial departments of the State Council. The company’s financial and
accounting reports shall be made available for shareholders’ inspection at the company within 20
days before the convening of an annual meeting. A joint stock limited company that makes public
stock offerings shall announce its financial and accounting reports.
In the process of distributing annual after-tax profits, the company is required to allocate 10%
of these profits to the statutory common reserve fund. Nevertheless, once the cumulative amount of
the reserve fund exceeds 50% of the company’s registered capital, further allocation is no longer
necessary. When the company’s statutory common reserve fund is insufficient to cover previous
years’ losses, the current year’s profits must first be utilized to make up for those losses before any
allocation is made to the statutory common reserve fund.
Following the allocation to the statutory common reserve fund from after-tax profits, the
company, upon the approval of a resolution at a shareholders’ meeting, has the option to make
additional allocations from after-tax profits to the discretionary common reserve fund. After the
company has offset its losses and made allocations to the discretionary common reserve fund, the
remaining after-tax profits will be distributed to shareholders in proportion to the number of shares
they hold, unless otherwise stipulated in the company’s articles of association.
Profits distributed to shareholders by a resolution of a shareholder’s meeting or the board of
directors before losses have been made up and allocations have been made to the statutory common
reserve fund in violation of the requirements described above must be returned to the company. The
company shall not be entitled to any distribution of profits in respect of its own shares held by it.
The company shall have no accounting books other than the statutory books. The company’s
assets shall not be deposited in any account opened under the name of an individual.
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Appointment and Dismissal of Auditors
Pursuant to the PRC Company Law, the engagement or dismissal of an accounting firm
responsible for the company’s auditing shall be determined by a shareholders’ general meeting or
the board of directors in accordance with the articles of association. The accounting firm should be
allowed to make representations when the general meeting or the board of directors conducts a vote
on the dismissal of the accounting firm. The company should provide true and complete accounting
evidence, accounting books, financial and accounting reports and other accounting information to
the engaged accounting firm without any refusal or withholding or falsification of data.
Pursuant to the Guidelines for the Articles of Association of Listed Companies ( ɪ̹ʮ̡
ˏ), the company engages an accounting firm that complies with the provisions of the
Securities Law to carryout audit of accounting statements, verification of net assets and other
related advisory services for a period of one year, which is renewable.
Dissolution and Liquidation
Under the PRC Company Law, a company shall be dissolved for any of the following reasons:
(1) the term of its operation set out in the articles of association has expired or other events
of dissolution specified in the articles of association have occurred;
(2) the shareholders have resolved at a shareholders’ general meeting to dissolve the
company;
(3) the company shall be dissolved by reason of its merger or division;
(4) the business license of the company is revoked or the company is ordered to close down
or to be dissolved in accordance with the laws; or
(5) the company is dissolved by the people’s court in response to the request of shareholders
holding shares that represent more than 10% of the voting rights of all shareholders of
the company, on the grounds that the operation and management of the company has
suffered serious difficulties that cannot be resolved through other means, rendering
ongoing existence of the company a cause for significant losses to the shareholders’
interests.
If the situation in paragraph (1) occurs, the company can maintain its operation by revising
its articles of association. For any revisions to the articles of association made in line with the
above-mentioned provisions, the consent of shareholders holding more than two-thirds of the voting
rights present at the general meeting of shareholders is necessary.
In the case where the company is dissolved due to the circumstances stipulated in paragraph
(1), (2), (4), or (5) above, it must constitute a liquidation committee within 15 days from the
occurrence of the dissolution event. The liquidation committee shall consist of directors or other
individuals decided upon by a general meeting of shareholders. In the event that a liquidation
committee fails to be established within the specified time frame, the company’s creditors have the
right to petition the people’s court to appoint relevant personnel to form a liquidation committee for
the purpose of carrying out the liquidation. The people’s court is obligated to accept such a petition
and promptly assemble a liquidation committee to commence the liquidation process.
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The liquidation team shall exercise the following authorities during the liquidation period:
(1) Liquidate the company’s properties and prepare a balance sheet and a property list
respectively;
(2) Notify and publicly announce to the creditors;
(3) Deal with the company’s unsettled business related to the liquidation;
(4) Pay off the taxes owed and the taxes incurred during the liquidation process;
(5) Settle the claims and debts;
(6) Distribute the remaining property of the company after satisfying its debts;
(7) Represent the company in civil litigation activities.
Overseas Listing
A company must file for an overseas listing with the CSRC. When an issuer undertakes an
overseas initial public offering or listing, it is required to submit a filing to the CSRC within three
working days following the submission of the issuance and listing application documents overseas.
The remittance and cross-border movement of funds associated with the overseas issuance and
listing of domestic enterprises must adhere to national cross-border regulations.
The Trial Administrative Measures also provide the conditions for overseas offering and
listing. An overseas offering and listing are prohibited under any of the following circumstances:
(1) the listing and financing fall under specific prohibiting in the laws, administrative
regulations, and relevant national provisions;
(2) the overseas offering and listing may constitute endangers to national security as
reviewed and determined by competent authorities under the State Council in accordance
with law;
(3) the domestic company and its controlling shareholder(s), actual controllers, have a
criminal record in recent three years for corruption, bribery, encroachment of assets,
misappropriation of assets, or disruption of socialist market economy order;
(4) the domestic company is under investigation according to law for suspected crimes or
major violations of laws and regulations, but no clear conclusions have been reached;
(5) there are material ownership disputes over the equities held by the controlling
shareholders or the shareholders whose actions are controlled by the controlling
shareholders or actual controllers.
Merger and Division
When a company undergoes a merger, the parties involved in the merger should sign a merger
agreement, and prepare a balance sheet and a property inventory. The company must notify its
creditors within ten days from the date of making the merger resolution, and make an announcement
in newspapers or on the National Enterprise Credit Information Publicity System within thirty days.
Creditors who receive the notice may, within thirty days from the date of receipt, and those who do
not receive the notice may, within forty-five days from the date of the announcement, request the
company to settle its debts or provide corresponding guarantees.
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When a company merges with a company in which it holds more than 90% of the shares, the
merged company does not need to pass a resolution at the shareholders’ meeting. However, it shall
notify the other shareholders, who have the right to request the company to acquire their equity or
shares at a reasonable price. If the consideration paid for a company’s merger does not exceed 10%
of the company’s net assets, a resolution of the shareholders’ meeting is not required, except as
otherwise provided in the company’s articles of association. When a company’s merger is carried
out without a shareholders’ meeting resolution in accordance with the provisions of the preceding
two paragraphs, it shall be subject to a resolution of the board of directors.
When a company divides, its property shall be divided accordingly.When a company divides,
it shall prepare a balance sheet and a property inventory. The company shall notify its creditors
within ten days from the date of making the resolution on division, and make an announcement in
newspapers or on the National Enterprise Credit Information Publicity System within thirty days.
THE PRC SECURITIES LA WS, REGULATIONS AND REGULATORY REGIMES
The PRC Securities Law took effect on July 1, 1999, and was revised as of August 28, 2004,
October 27, 2005, June 29, 2013, August 31, 2014, and December 28, 2019, respectively. The latest
revised PRC Securities Law took effect on March 1, 2020. The PRC Securities Law is the first
national securities law in the PRC, comprehensively regulating activities in the PRC securities
market. It is divided into 14 chapters and 226 articles, including the issue and trading of securities,
takeovers by listed companies, securities exchanges, securities companies, and the responsibilities
of the securities registration and settlement institutions and securities regulatory authorities. Article
224 of the PRC Securities Law provides that domestic enterprises issuing shares overseas directly
or indirectly or listing their shares overseas shall comply with the relevant provisions of the State
Council. Currently, the issue and trading of foreign-issued securities (including shares) are
principally governed by the regulations and rules promulgated by the State Council and CSRC.
ARBITRATION AND ENFORCEMENT OF ARBITRAL A W ARDS
Enacted by the Standing Committee of the National People’s Congress of the People’s
Republic of China (SCNPC) on August 31, 1994, the Arbitration Law of the PRC ( ʕശɛ͏΍
) came into effect on September 1, 1995. It has been amended twice, on August 27,
2009, and September 1, 2017. Among other applications, the PRC Arbitration Law applies to
economic disputes involving foreign parties, provided that all parties have entered into a written
agreement stipulating that disputes shall be resolved through arbitration by an arbitration committee
established in accordance with the PRC Arbitration Law. According to this law, prior to the issuance
of arbitration regulations by the PRC Arbitration Association, an arbitration committee is
empowered to formulate interim arbitration rules based on the PRC Arbitration Law and the PRC
Civil Procedure Law. Once the parties have agreed to resolve disputes by arbitration, the people’s
court will not accept legal proceedings initiated by any party, unless the arbitration agreement is
deemed invalid.
According to the PRC Arbitration Law and PRC Civil Procedure Law, an arbitral award is
conclusive and obligatory for the parties engaged in the arbitration. In case one party does not abide
by the arbitral award, the other party can submit an application to a people’s court for the
enforcement of the award. When there are procedural flaws (such as improper formation of the
arbitration committee, making an award on issues outside the scope of the arbitration agreement,
or lack of jurisdiction of the arbitration commission), a people’s court has the right to reject the
enforcement of an arbitral award issued by an arbitration commission.
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If a party wishes to enforce an award rendered by a PRC foreign affairs arbitral body against
a party whose property is situated outside the PRC, or against a non-PRC-based party, they may
submit an application to a foreign court with appropriate jurisdiction to seek recognition and
enforcement of the award. Conversely, an arbitral award issued by a foreign arbitral institution can
be recognized and enforced by a court in the PRC. This process is carried out either based on the
principle of reciprocity or in accordance with international treaties that the PRC has concluded or
acceded to.
An agreement has been reached between Hong Kong and the Supreme People’s Court of the
PRC for the mutual enforcement of arbitral awards. On June 18, 1999, the Supreme People’s Court
of the PRC adopted the Arrangement on Mutual Enforcement of Arbitral Awards between Mainland
and Hong Kong Special Administrative Region (ٙ
τર), which became effective on February 1, 2000. The Supreme People’s Court of China issued
the Supplementary Arrangements on the Mutual Enforcement of Arbitral Awards between the
Mainland and the Hong Kong Special Administrative Region (ʝੂ
໾̂τર on November 26, 2020, which went into effect on November 27, 2020.
The arrangements reflect the spirit of the New Y ork Convention. Pursuant to the arrangements,
awards made by PRC arbitral authorities acknowledged by Hong Kong arbitration rules can be
enforced in Hong Kong, and Hong Kong arbitration awards are also enforceable in mainland China.
Where a court of the mainland China finds that enforcement in the mainland China of the ruling
made by the Hong Kong arbitral authority will violate public interests of the mainland China,
execution of the ruling may be ignored.
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The Articles of Association, approved by the shareholders during the shareholders’ meeting
convened on May 6, 2025, shall come into force on the day when the Company’s overseas-listed
foreign shares are listing on the Stock Exchange. At that time, it will supersede the Articles of
Association originally registered with the Administration for Market Regulation
SHARES
Issuance of Shares
The shares of the company shall be in the form of share certificates.
The issuance of the company’s shares shall adhere to the principles of openness, fairness and
impartiality. Each share of the same class shall have equal rights.
For shares of the same class issued at the same time, the issuance conditions and prices per
share shall be the same; any entity or individual subscribing for shares shall pay the same price for
each share.
All the shares issued by the company are shares with par value, and the par value shall be
denominated in Renminbi, with each share having a par value of RMB1.
The company shall always have ordinary shares in place. Subject to the requirements of laws,
administrative regulations, departmental rules, regulatory documents and securities regulatory
requirements, the company may, as needed, establish other classes of shares.
Increase, Reduction and Repurchase of Shares
Increase of Registered Capital
The company may increase its capital in the following ways:
(1) Publicly issue shares;
(2) Privately issue shares;
(3) Allot or distribute new shares to existing shareholders;
(4) Convert capital reserve into share capital;
(5) Other methods as prescribed by laws and administrative regulations.
Reduction of Registered Capital
The Company is permitted to decrease its registered capital. When reducing the registered
capital, the Company must comply with the Company Law, other pertinent regulations, and the
procedures specified in the Articles of Association.
In the event that the Company needs to reduce its registered capital, it is required to compile
a balance sheet and an asset inventory.
The Company shall notify its creditors within ten days from the date of passing the resolution
on reducing its registered capital. Additionally, it shall issue an announcement in a newspaper
designated by the Articles of Association or on the National Enterprise Credit Information Publicity
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System within thirty days from the date of such resolution. Creditors have the right, within thirty
days from the date of receiving the notice, or if they do not receive the notice, within forty-five days
from the date of the announcement, to request the Company to settle its debts or provide guarantees
for those debts.
Repurchase of Shares
Under the following circumstances, the company may, in accordance with laws, administrative
regulations, departmental rules, regulatory rules of the place where the company’s shares are listed,
and the provisions of these Articles of Association, repurchase its own shares:
(1) Canceling shares to reduce the company’s registered capital;
(2) Merging with another company that holds the company’s shares;
(3) Using the shares for an employee shareholding plan or equity incentive;
(4) When a shareholder, objecting to the company’s resolution on merger or division adopted
by the shareholders’ meeting, requests the company to purchase their shares;
(5) Using the shares to convert into the convertible corporate bonds issued by the company;
(6) As necessary to safeguard the company’s value and the rights and interests of
shareholders;
(7) Other circumstances permitted by relevant laws and regulations such as laws,
administrative regulations, departmental rules, regulatory documents, and regulatory
rules of the place where the company’s shares are listed.
Except for the above-mentioned circumstances, the company shall not engage in activities of
buying or selling its own shares.
If the company repurchases its own shares for the reasons set out in items (1) and (2) above,
it shall be subject to the resolution of the shareholders’ meeting. For the repurchase of the
company’s own shares under the circumstances specified in items (3), (5) and (6) above, it may, in
accordance with the authorization of the shareholders’ meeting, be resolved by a board meeting
attended by more than two-thirds of the directors.
After the company repurchases its own shares in accordance with the above-mentioned
provisions, in the case of item (1), the repurchased shares shall be cancelled within 10 days from
the date of acquisition; in the case of items (2) and (4), the repurchased shares shall be transferred
or cancelled within 6 months; in the case of items (3), (5) and (6), the total number of the company’s
own shares held by the company shall not exceed 10% of the total number of issued shares of the
company, and shall be transferred or cancelled within three years. Where the applicable laws,
regulations or the regulatory rules of the place where the company’s shares are listed have other
provisions regarding matters related to share repurchases, such provisions shall also be complied
with.
Transfer of Shares
The company’s shares may be transferred in accordance with the law.
The shares of the company held by the promoters shall not be transferred within one year from
the date of the company’s establishment. The shares issued prior to the company’s public offering
of shares shall not be transferred within one year from the date when the company’s shares are listed
and traded on a securities exchange.
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The company’s directors, supervisors, and senior management personnel shall report to the
company the number of the company’s shares they hold and any changes thereto. During their
tenure, the number of shares they transfer each year shall not exceed 25% of the total number of
the company’s shares they hold; the shares of the company they hold shall not be transferred within
one year from the date when the company’s shares are listed and traded on a securities exchange.
Such personnel shall not transfer the shares of the company they hold within six months after their
resignation.
SHAREHOLDERS AND SHAREHOLDERS’ MEETING
Shareholders
Register of members
The company shall establish a register of shareholders based on the certificates provided by
the securities registration institution. The register of shareholders shall be conclusive evidence of
a shareholder’s holding of the company’s shares.
The overseas-listed shares issued by the company may, in accordance with the laws of the
place where the company’s shares are listed and the practices of securities registration and
depository, take the form of overseas depositary receipts or other derivative forms of shares.
The shareholders of the company shall be those who lawfully hold the company’s shares and
whose names (or titles) are recorded in the register of shareholders. Shareholders shall enjoy rights
and assume obligations in accordance with the type and amount of shares they hold. Shareholders
holding shares of the same class shall enjoy equal rights and assume the same obligations.
Shareholders’ rights and obligations
The shareholders of the company shall enjoy the following rights:
(1) To obtain dividends and other forms of profit distribution in accordance with the number
of shares they hold;
(2) To lawfully request, convene, preside over, attend or appoint a shareholder agent to
attend the shareholders’ meeting, and exercise the corresponding voting rights;
(3) To supervise the company’s business operations, and put forward suggestions or raise
inquiries;
(4) To transfer, donate or pledge the shares they hold in accordance with laws,
administrative regulations, the regulatory rules of the place where the company’s shares
are listed and the provisions of these Articles of Association;
(5) To consult and make copies of the company’s articles of association, register of
shareholders, minutes of shareholders’ meetings, resolutions of board meetings,
resolutions of supervisory board meetings and financial and accounting reports;
Shareholders who meet the relevant requirements may consult the company’s accounting
books and accounting vouchers;
(6) When the company is terminated or liquidated, to participate in the distribution of the
company’s remaining property in accordance with the number of shares they hold;
(7) Shareholders who object to the company’s merger or division resolution adopted by the
shareholders’ meeting have the right to request the company to repurchase their shares;
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(8) Other rights as stipulated by laws, administrative regulations, departmental rules, the
regulatory rules of the place where the company’s shares are listed or these Articles of
Association.
Shareholders of the company shall assume the following obligations:
(1) Comply with laws, administrative regulations and these Articles of Association.
(2) Pay the subscription money for the shares in accordance with the shares they subscribe
for and the method of shareholding.
(3) Except as otherwise provided by laws and regulations, refrain from withdrawing their
shares.
(4) Refrain from abusing shareholder rights to damage the legitimate interests of the
company or other shareholders; refrain from abusing the company’s independent legal
personality and the limited liability of shareholders to damage the legitimate interests of
the company’s creditors.
If a shareholder of the company abuses shareholder rights and causes losses to the
company or other shareholders, they shall bear compensation liability in accordance
with the law.
If a shareholder of the company abuses the company’s independent legal personality and
the limited liability of shareholders to evade debts and seriously damages the interests
of the company’s creditors, they shall bear joint liability for the company’s debts.
If a shareholder uses two or more companies under their control to engage in the acts
specified in the preceding paragraph, each company shall bear joint liability for the debts
of any of the companies.
(5) Assume other obligations as stipulated by laws, administrative regulations, the
regulatory rules of the place where the company’s shares are listed and these Articles of
Association.
Except for the conditions agreed upon by the subscribers at the time of share subscription,
shareholders shall not be liable for any subsequent additional capital contributions.
Shareholders’ Meetings
The shareholders’ meeting is the power institution of the company and shall exercise the
following powers and functions in accordance with the law:
(1) To elect and replace directors and supervisors represented by shareholders, and to decide
on matters relating to the remuneration of directors and supervisors;
(2) To consider and approve the report of the board of directors;
(3) To consider and approve the report of the supervisory board;
(4) To consider and approve the company’s profit distribution plan and loss recovery plan;
(5) To adopt resolutions on increasing or decreasing the company’s registered capital;
(6) To adopt resolutions on the issuance of corporate bonds or other securities and the listing
plan;
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(7) To adopt resolutions on the company’s merger, division, dissolution, liquidation or
change of the company’s form;
(8) To amend these Articles of Association;
(9) To adopt resolutions on the company’s engagement, dismissal or non-renewal of the
accounting firm;
(10) To consider and approve the external guarantee matters that should be approved by the
shareholders’ meeting as specified in these Articles of Association;
(11) To consider matters regarding the company’s purchase and sale of major assets within
one year that exceed 30% of the company’s latest audited total assets;
(12) To consider and approve related-party transactions that should be considered and
approved by the shareholders’ meeting as specified in laws, administrative regulations,
the regulatory rules of the place where the company’s shares are listed and these Articles
of Association;
(13) To consider and approve matters regarding the change of the use of raised funds;
(14) To consider the formulation, amendment and implementation of the equity incentive
plan;
(15) To consider the proposals of shareholders who individually or jointly hold more than 1%
of the company’s voting shares;
(16) Except as otherwise provided by the regulatory rules of the listing place, to consider
financing matters such as applications for credit lines, loans, bank acceptance bills, and
opening of letters of credit by banks and other financial institutions and non-financial
institutions: authorize the board of directors to consider and approve financing credit
within 100 million accumulated annually, of which the single financing amount does not
exceed 50 million. Financing matters exceeding the above amount shall be considered
by the shareholders’ meeting.
(17) Except as otherwise provided by the regulatory rules of the listing place, to consider
matters regarding the establishment of wholly-owned or holding subsidiaries and
branches: authorize the board of directors to consider and approve external investments
within 50 million accumulated annually, of which the single external investment amount
does not exceed 30 million. External investment matters exceeding the above amount
shall be considered by the shareholders’ meeting; those that do not reach the
consideration standards of the board of directors shall be approved by the general
manager.
(18) To consider other matters that should be decided by the shareholders’ meeting as
specified in laws, administrative regulations, departmental rules, the regulatory rules of
the place where the company’s shares are listed or these Articles of Association.
Without violating laws, regulations and the mandatory provisions of relevant laws and
regulations of the listing place, the shareholders’ meeting may authorize or entrust the board of
directors to handle the matters it has authorized or entrusted.
The shareholders’ meeting is divided into the annual shareholders’ meeting and the
extraordinary shareholders’ meeting. The annual shareholders’ meeting shall be held once a year
and shall be held within six months after the end of the previous accounting year.
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Summoning of Shareholders’ meetings
The shareholders’ meeting shall be convened by the board of directors. If the board of
directors fails to perform or refuses to perform its duty of convening the shareholders’ meeting, the
supervisory board shall promptly convene it. If the supervisory board fails to convene it,
shareholders who have held alone or jointly 10% or more of the company’s shares for 90
consecutive days or more may convene it on their own.
With the consent of more than half of all the independent non-executive directors, the
independent non-executive directors shall have the right to propose to the board of directors to
convene an extraordinary shareholders’ meeting. Regarding the proposal of the independent
non-executive directors to convene an extraordinary shareholders’ meeting, the board of directors
shall, in accordance with the provisions of laws, administrative regulations and the company’s
articles of association, put forward a written feedback on whether to agree or disagree to convene
the extraordinary shareholders’ meeting within 10 days after receiving the proposal.
If the board of directors agrees to convene an extraordinary shareholders’ meeting, it shall
issue a notice for convening the shareholders’ meeting within 5 days after making the resolution of
the board of directors; if the board of directors disagrees to convene an extraordinary shareholders’
meeting, it shall state the reasons and make an announcement.
The supervisory board shall have the right to propose in writing to the board of directors to
convene an extraordinary shareholders’ meeting. The board of directors shall, within 10 days after
receiving the proposal, give a written reply indicating whether it agrees or disagrees to convene the
extraordinary shareholders’ meeting, in accordance with the provisions of laws, administrative
regulations and these articles of association.
If the board of directors agrees to convene an extraordinary shareholders’ meeting, it shall
send out a notice of convening the shareholders’ meeting within 5 days after passing the resolution
of the board of directors. Any changes to the original proposal in the notice shall be subject to the
consent of the supervisory board.
If the board of directors disagrees to convene an extraordinary shareholders’ meeting, or fails
to give a reply within 10 days after receiving the proposal, it shall be deemed that the board of
directors is unable or refuses to perform its duty of convening the shareholders’ meeting, and the
supervisory board may then convene and preside over the meeting on its own.
Shareholders who individually or jointly hold 10% or more of the company’s shares have the
right to request the board of directors to convene an extraordinary shareholders’ meeting and shall
submit a written request to the board of directors. The board of directors shall, in accordance with
the provisions of laws, administrative regulations and these Articles of Association, provide a
written feedback on whether to agree or disagree to convene the extraordinary shareholders’
meeting within 10 days after receiving the request.
If the board of directors agrees to convene an extraordinary shareholders’ meeting, it shall
issue a notice for convening the shareholders’ meeting within 5 days after making the board
resolution. Any changes to the original request in the notice shall be subject to the consent of the
relevant shareholders.
If the board of directors disagrees to convene an extraordinary shareholders’ meeting, or fails
to provide a feedback within 10 days after receiving the request, shareholders who individually or
jointly hold 10% or more of the company’s shares have the right to propose to the supervisory board
to convene an extraordinary shareholders’ meeting and shall submit a written request to the
supervisory board.
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If the supervisory board agrees to convene an extraordinary shareholders’ meeting, it shall
issue a notice for convening the shareholders’ meeting within 5 days after receiving the request. Any
changes to the original proposal in the notice shall be subject to the consent of the relevant
shareholders.
If the supervisory board fails to issue a notice for the shareholders’ meeting within the
specified time limit, it shall be deemed that the supervisory board will not convene and preside over
the shareholders’ meeting. Shareholders who individually or jointly hold 10% or more of the
company’s shares for more than 90 consecutive days may convene and preside over the meeting on
their own.
Proposals for Shareholders’ meetings
The content of a proposal shall fall within the scope of the powers and functions of the
shareholders’ meeting, have clear topics and specific resolutions, and comply with relevant
provisions of laws, administrative regulations, the regulatory rules of the place where the
company’s shares are listed, and these Articles of Association.
When the company convenes a shareholders’ meeting, the board of directors, the supervisory
board, and shareholders who individually or jointly hold more than 1% of the company’s shares
have the right to submit proposals to the company.
Shareholders who individually or jointly hold more than 1% of the company’s shares may put
forward an extraordinary proposal 10 days before the convening of the shareholders’ meeting and
submit it in writing to the convener. The convener shall issue a supplementary notice of the
shareholders’ meeting within 2 days after receiving the proposal, notifying the content of the
extraordinary proposal. However, this does not apply if the extraordinary proposal violates the
provisions of laws, administrative regulations, the regulatory rules of the place where the
company’s shares are listed, or these Articles of Association, or if it does not fall within the scope
of the powers and functions of the shareholders’ meeting. The company shall not increase the
shareholding ratio of shareholders who put forward extraordinary proposals.
Except in the circumstances specified in the preceding paragraph, after issuing the notice of
the shareholders’ meeting, the convener shall not modify the proposals already listed in the notice
of the shareholders’ meeting or add new proposals.
The shareholders’ meeting shall not vote on or adopt resolutions regarding proposals that are
not listed in the notice of the shareholders’ meeting or do not comply with the provisions of these
Articles of Association.
Notices of Shareholders’ meetings
When the company convenes a shareholders’ meeting, it shall provide shareholders with
reasonable written notice. When the company convenes an annual shareholders’ meeting, it shall
issue a written notice at least 21 days (excluding the date of notice issuance and the date of the
meeting) before the meeting is held. When convening an extraordinary shareholders’ meeting, it
shall issue a written notice at least 15 days (excluding the date of notice issuance and the date of
the meeting) before the meeting is held (unless the company can prove that a reasonable written
notice can be issued within a shorter period). Where laws, regulations and the securities regulatory
authorities of the place where the company’s shares are listed have other provisions, such provisions
shall prevail.
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The notice of the shareholders’ meeting shall be in writing and shall include the following
information:
(1) The time, venue and duration of the meeting;
(2) The matters and proposals to be considered at the meeting;
(3) A clear statement in writing that all shareholders are entitled to attend the shareholders’
meeting and may appoint an agent in writing to attend the meeting and vote, and the
shareholder’s agent need not be a shareholder of the company;
(4) The name and telephone number of the permanent contact person for the meeting;
(5) Providing shareholders with the information and explanations necessary for them to
make informed decisions on the matters to be discussed;
(6) If any director, supervisor, manager or other senior management personnel has a
significant interest in the matters to be discussed, the nature and extent of their interest
shall be disclosed. If the impact of the matters to be discussed on such directors,
supervisors, managers and other senior management personnel as shareholders is
different from that on other shareholders of the same class, the differences shall be
explained;
(7) The full text of any special resolution proposed to be adopted at the meeting;
(8) The time and place for the delivery of the proxy voting forms for the meeting;
(9) The record date for determining the shareholders entitled to attend the shareholders’
meeting.
The notice and supplementary notice of the shareholders’ meeting shall contain the content
required by laws, administrative regulations, departmental rules, the regulatory rules of the place
where the company’s shares are listed, and these Articles of Association, and shall fully and
completely explain the full details of all proposals. Where the matters to be discussed require the
opinions of independent non-executive directors, the opinions and reasons of the independent
non-executive directors shall be disclosed simultaneously when the notice or supplementary notice
of the shareholders’ meeting is issued.
Convening Of Shareholders’ Meetings
When an individual shareholder attends a meeting in person, he/she shall present his/her
identity card or other valid documents or certificates that can prove his/her identity. When
entrusting an agent to attend the meeting, he/she shall present his/her valid identity document and
the shareholder’s power of attorney.
An institutional shareholder shall be represented at the meeting by its legal representative
(person in charge) or an agent entrusted by the legal representative (person in charge). When the
legal representative (person in charge) attends the meeting, he/she shall present his/her identity card
and a valid certificate proving his/her qualification as the legal representative (person in charge).
When an agent is entrusted to attend the meeting, the agent shall present his/her identity card and
a written power of attorney lawfully issued by the legal representative (person in charge) of the
institutional shareholder entity.
The shareholders’ meeting shall be convened by the board of directors and presided over by
the chairman of the board. If the chairman of the board is unable to perform his/her duties or fails
to perform his/her duties, the vice chairman of the board shall perform his/her duties (if there are
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two or more vice chairmen in the company, the vice chairman jointly recommended by more than
half of the directors shall perform his/her duties). If there is no vice chairman in the company or
the vice chairman is unable to perform his/her duties or fails to perform his/her duties, a director
jointly recommended by more than half of the directors shall preside over the meeting. If no
meeting host is designated, the shareholders attending the meeting may elect one person to act as
the meeting host. If, for any reason, the shareholders are unable to elect a meeting host, the
shareholder (including the shareholder’s agent, except Hong Kong Securities Clearing Company
Limited) holding the largest number of voting shares among those attending the meeting shall act
as the meeting host.
For a shareholders’ meeting convened by the supervisory board on its own, it shall be presided
over by the chairman of the supervisory board. When the chairman of the supervisory board is
unable to perform his/her duties or fails to perform his/her duties, a supervisor jointly recommended
by more than half of the supervisors shall preside over the meeting.
For a shareholders’ meeting convened by the shareholders on their own, the convener shall
recommend a representative to preside over the meeting.
When the shareholders’ meeting is being held, if the meeting host violates the rules of
procedure and causes the shareholders’ meeting to be unable to proceed, with the consent of more
than half of the shareholders with voting rights present at the meeting, the shareholders’ meeting
may recommend one person to act as the meeting host and continue the meeting.
V oting and Resolution at a Shareholders’ Meeting
Resolutions of the shareholders’ meeting are divided into ordinary resolutions and special
resolutions.
For an ordinary resolution of the shareholders’ meeting, it shall be passed by more than half
of the voting rights held by the shareholders (including shareholder agents) present at the
shareholders’ meeting.
For a special resolution of the shareholders’ meeting, it shall be passed by two-thirds or more
of the voting rights held by the shareholders (including shareholder agents) present at the
shareholders’ meeting.
The following matters shall be passed by ordinary resolutions of the shareholders’ meeting:
(1) The work reports of the board of directors and the supervisory board;
(2) The profit distribution plan and the loss-making recovery plan proposed by the board of
directors;
(3) The appointment and removal of members of the board of directors and the supervisory
board, and their remuneration and payment methods;
(4) The company’s annual report;
(5) The engagement, dismissal or non-renewal of the accounting firm;
(6) Other matters other than those that shall be passed by special resolutions of the
shareholders’ meeting as provided by laws, administrative regulations, the regulatory
rules of the stock-listing place of the company or these articles of association.
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The following matters shall be passed by special resolutions of the shareholders’ meeting:
(1) The increase or decrease of the company’s registered capital;
(2) The separation, merger, dissolution, liquidation of the company or the change of the
company’s form;
(3) The amendment of these articles of association;
(4) Matters concerning the company’s purchase or sale of significant assets or the guarantee
amount exceeding 30% of the company’s latest audited total assets within one year;
(5) The formulation, amendment and implementation of the equity-incentive plan;
(6) Other matters as provided by laws, administrative regulations, the regulatory rules of the
stock-listing place of the company or these articles of association, and other matters that
the shareholders’ meeting, by an ordinary resolution, determines will have a significant
impact on the company and need to be passed by a special resolution.
Resolutions of the shareholders’ meeting shall be publicly announced in a timely manner in
accordance with the relevant laws, regulations, departmental rules, regulatory documents,
regulatory rules of the company’s stock-listing place or these articles of association.
DIRECTORS AND BOARD OF DIRECTORS
Directors
Directors shall be elected or replaced by the shareholders’ meeting, and each term of office
shall be three years. Upon the expiration of a director’s term of office, he/she is eligible for
re-election and can serve consecutive terms.
The term of office of a director shall be calculated from the date of assumption of office until
the expiration of the term of the current board of directors. If the re-election of directors is not
carried out in a timely manner upon the expiration of their terms of office, the former directors shall
still perform their duties as directors in accordance with the provisions of laws, administrative
regulations, departmental rules, the regulatory rules of the place where the company’s shares are
listed, and these Articles of Association until the newly elected directors assume office.
The Directors shall observe the laws, administrative regulations and the Articles of
Association, and shall assume the duties of loyalty and due diligence to the Company.
Board of Directors
The board of directors shall exercise the following powers and functions:
(1) To convene the shareholders’ meeting and report its work to the shareholders’ meeting;
(2) To implement the resolutions of the shareholders’ meeting;
(3) To decide on the company’s business plans and investment plans;
(4) To formulate the company’s profit distribution plan and loss recovery plan;
(5) To formulate the company’s plan for increasing or decreasing registered capital, issuing
bonds or other securities and listing;
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(6) To draw up the company’s major acquisition plan and the plan for repurchasing the
company’s shares;
(7) To draw up the company’s plan for merger, division, dissolution and change of the
company’s form;
(8) Within the scope of authorization by the shareholders’ meeting, to decide on matters
such as the company’s external investment, acquisition and sale of assets, asset
mortgage, external guarantee, entrusted wealth management, related-party transactions,
external financing, etc.;
(9) Matters such as investment, acquisition or sale of assets, financing, related-party
transactions, etc. that require the decision of the board of directors in accordance with
the regulatory rules of the place where the company’s shares are listed;
(10) To decide on the establishment of the company’s internal management institutions;
(11) To appoint or dismiss the company’s general manager and secretary of the board of
directors; according to the nomination of the general manager, to appoint or dismiss the
company’s deputy general managers (if any), chief financial officer and other senior
management personnel, and to decide on their remuneration, rewards and punishments;
(12) To formulate the company’s basic management systems;
(13) To formulate the amendment plan of these Articles of Association;
(14) To propose to the shareholders’ meeting to engage or replace the accounting firm for the
company’s audit;
(15) To listen to the work report of the company’s general manager and inspect the work of
the general manager;
(16) To manage the company’s information disclosure matters;
(17) Other powers and functions granted by laws, administrative regulations, departmental
rules, the regulatory rules of the place where the company’s shares are listed or these
Articles of Association.
For the resolution matters of the board of directors in the preceding paragraph, except that
items (5), (7) and (13) must be approved by a vote of more than two-thirds of the directors, the rest
may be approved by a vote of more than half of the directors.
Board of directors are divided into regular meetings and extraordinary meetings. Regular
meetings of the board of directors shall be held at least four times a year, and shall be convened by
the chairman of the board. All directors and supervisors shall be notified in writing at least 14 days
before the meeting is held.
Special Committees under the Board
The board of directors of the company shall establish a Strategy Committee, an Audit
Committee, a Nomination Committee, and a Remuneration and Appraisal Committee. All members
of each special committee shall be composed of directors. Among them, independent non-executive
directors shall account for more than half of the members of the Audit Committee, the Nomination
Committee, and the Remuneration and Appraisal Committee. The convener of the Audit Committee
and the Remuneration and Appraisal Committee shall be an independent non-executive director, and
the convener of the Nomination Committee shall be either an independent non-executive director
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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or the chairman of the board. The Audit Committee shall have at least three members, and all
members shall be non-executive directors or independent non-executive directors. Among them,
there shall be at least one independent non-executive director who possesses the appropriate
professional qualifications as stipulated in the Hong Kong Listing Rules, or has appropriate
accounting or relevant financial management expertise. The person in charge of each special
committee shall be appointed and removed by the board of directors.
General manager and other senior management
The company shall have one general manager. It may, as needed, have several deputy general
managers, one chief financial officer, and one secretary of the board of directors. The
aforementioned personnel shall all be appointed or dismissed by the board of directors.
The term of office of the general manager is three years for each term. Upon expiration of the
term, the general manager may be re-employed for consecutive terms.
The deputy general managers and the chief financial officer shall be nominated by the general
manager and appointed or dismissed by the board of directors.
SUPERVISORS AND SUPERVISORY COMMITTEE
Supervisors
Supervisors shall abide by laws, administrative regulations, the regulatory rules of the
company’s stock listing place and this Articles of Association. They shall owe the company the
duties of loyalty and due diligence, faithfully perform their supervisory duties, and shall not take
bribes or other illegal income by taking advantage of their powers, nor encroach upon the
company’s property.
The term of office of a supervisor shall be three years for each term. When the term of office
of a supervisor expires, he/she may be re-elected for consecutive terms upon re-election.
Supervisory Committee
The company shall establish a board of supervisors. The board of supervisors shall consist of
three supervisors, and there shall be one chairperson of the board of supervisors. The appointment
and removal of the chairperson of the board of supervisors shall be subject to the approval of more
than two-thirds of the members of the board of supervisors through voting. The chairperson of the
board of supervisors shall convene and preside over the meetings of the board of supervisors. If the
chairperson of the board of supervisors is unable to perform his/her duties or fails to perform his/her
duties, one supervisor shall be jointly recommended by more than half of the supervisors to convene
and preside over the meetings of the board of supervisors.
The board of supervisors shall include representatives of shareholders and an appropriate
proportion of representatives of the company’s employees, among which the proportion of
employee representatives shall not be less than one-third. The employee representatives on the
board of supervisors shall be democratically elected by the company’s employees through the
employees’ representative assembly, the shareholders’ meeting of employees or other forms.
The board of supervisors shall be responsible to the shareholders’ meeting and exercise the
following powers:
(1) Examine the company’s financial affairs, review the company’s periodic reports
prepared by the board of directors and put forward written review opinions;
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(2) Supervise the performance of duties by directors and senior management personnel in
the company. Propose the removal of directors and senior management personnel who
violate laws, administrative regulations, the regulatory rules of the company’s stock
listing place, this Articles of Association or the resolutions of the shareholders’ meeting;
(3) When the actions of directors or senior management personnel harm the interests of the
company, require the directors and senior management personnel to make corrections;
(4) Propose the convening of an extraordinary shareholders’ meeting. When the board of
directors fails to perform its duties of convening and presiding over the shareholders’
meeting as stipulated in the Company Law, convene and preside over the shareholders’
meeting;
(5) Submit proposals to the shareholders’ meeting;
(6) Initiate legal proceedings against directors and senior management personnel in
accordance with the law;
(7) Conduct investigations when abnormal business conditions of the company are
discovered. When necessary, it may engage professional institutions such as accounting
firms and law firms to assist in its work, and the expenses shall be borne by the
company;
(8) Check the financial materials such as the financial reports, business reports and
profit-distribution plans to be submitted by the board of directors to the shareholders’
meeting. If any doubts are found, it may, in the name of the company, entrust certified
public accountants or practicing auditors to assist in the re-review;
(9) Other powers stipulated in this Articles of Association.
The deliberation method of the board of supervisors is through meetings of the board of
supervisors. V oting in the board of supervisors shall be conducted on a one-person-one-vote basis,
in a recorded and written manner. Meetings of the board of supervisors are divided into regular
meetings and extraordinary meetings. Regular meetings of the board of supervisors shall be held
once every six months. Supervisors may propose to convene extraordinary meetings of the board
of supervisors.
FINANCIAL ACCOUNTING SYSTEM, PROFIT DISTRIBUTION AND AUDITING
Financial Accounting System
The company shall adopt the Gregorian calendar year as its fiscal year. That is, a fiscal year
shall start on January 1st and end on December 31st of each Gregorian calendar year.
The company shall prepare financial reports at the end of each fiscal year and have them
examined and verified in accordance with the law.
The company shall publish its financial reports twice a fiscal year. Specifically, it shall publish
its interim financial report within 60 days after the end of the first six months of a fiscal year, and
publish its annual financial report within 120 days after the end of the fiscal year.
The company shall issue its performance announcements twice a fiscal year. Specifically, it
shall issue its interim performance announcement within two months after the end of the first six
months of each fiscal year, and issue its annual performance announcement within three months
after the end of the fiscal year.
If the listing rules of the place where the company’s stocks are listed provide otherwise, such
provisions shall prevail.
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Profit Distribution
When distributing the after-tax profits of the current year, the company shall allocate 10% of
the profits to the company’s statutory reserve fund. If the cumulative amount of the company’s
statutory reserve fund reaches 50% or more of the company’s registered capital, no further
allocation is required.
If the company’s statutory reserve fund is insufficient to cover the losses of previous years,
the current year’s profits shall be used to cover the losses before allocating the statutory reserve
fund in accordance with the provisions of the preceding paragraph.
After allocating the statutory reserve fund from the after-tax profits, the company may, upon
a resolution of the shareholders’ meeting, allocate discretionary reserve funds from the after-tax
profits.
The remaining after-tax profits after covering losses and allocating reserve funds shall be
distributed among the shareholders in proportion to the shares they hold, except as otherwise
provided in this Articles of Association.
If the shareholders’ meeting violates the provisions of the preceding paragraph and distributes
profits to shareholders before covering the company’s losses and allocating the statutory reserve
fund, the shareholders must return the profits distributed in violation of the provisions to the
company.
The company’s shares held by the company itself shall not participate in the profit
distribution.
Auditing
The company shall engage an independent accounting firm that complies with relevant
national regulations to conduct an audit of the annual accounting statements and review other
financial reports of the company.
NOTICE AND ANNOUNCEMENT
The company’s notices (including but not limited to the meeting notices for the shareholders’
meeting, the board of directors’ meeting, and the board of supervisors’ meeting) shall be issued in
the following forms:
(1) Delivered by a special messenger;
(2) Sent by fax;
(3) Mailed;
(4) Sent by email;
(5) Announced in the form of a public notice;
(6) Announced in newspapers and other designated media;
(7) Subject to compliance with laws, administrative regulations, departmental rules,
regulatory documents, the regulatory rules of the company’s stock listing place and the
provisions of this Articles of Association, released on the websites designated by the
company and the stock exchange where the company’s stocks are listed;
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(8) Other forms recognized by the regulatory rules of the company’s stock listing place or
stipulated in the company’s Articles of Association.
For the notices issued by the company in the form of a public notice, once the notice is
announced, it shall be deemed that all relevant persons have received the notice. If the securities
regulatory authority of the company’s stock listing place has other provisions, such provisions shall
prevail.
MERGER, DIVISION, DISSOLUTION AND LIQUIDATION
Merger and Division
For the merger or division of the company, the board of directors shall propose a plan, which
shall be adopted by the shareholders’ meeting in accordance with the procedures specified in these
Articles of Association, and then the relevant approval procedures shall be handled in accordance
with the law. If the price paid for the company’s merger does not exceed 10% of the company’s net
assets, it may be exempted from the resolution of the shareholders’ meeting, but it shall be subject
to the resolution of the board of directors. Shareholders who oppose the company’s merger or
division plan have the right to require the company or the shareholders who agree to the company’s
merger or division plan to purchase their shares at a fair price. The content of the company’s merger
or division resolution shall be made into a special document for the shareholders to consult.
In the case of a company merger, the parties to the merger shall conclude a merger agreement
and prepare a balance sheet and a detailed inventory of assets. The company shall notify its creditors
within 10 days from the date of adopting the merger resolution, and make an announcement in a
newspaper or on the National Enterprise Credit Information Publicity System within 30 days.
Creditors who receive the notice may, within 30 days from the date of receipt of the notice, and
creditors who do not receive the notice may, within 45 days from the date of the announcement,
require the company to repay its debts or provide corresponding guarantees.
In the case of company division, the parties to the division shall sign a division agreement and
prepare a balance sheet and a list of properties. The company shall notify its creditors within 10
days as of the date of making the division resolution, and make an announcement in newspapers or
on the National Enterprise Credit Information Publicity System within 30 days.
Dissolution and Liquidation
The company shall be dissolved for the following reasons:
(1) The business term stipulated in these Articles of Association expires or other dissolution
events stipulated in these Articles of Association occur;
(2) The shareholders’ meeting resolves to dissolve the company;
(3) Dissolution is required due to the merger or division of the company;
(4) The company is legally revoked of its business license, ordered to close down or is
cancelled;
(5) Where the company encounters serious difficulties in its operation and management, and
its continued existence will cause significant losses to the interests of shareholders, and
the situation cannot be resolved through other channels, shareholders holding more than
10% of the total voting rights of all shareholders of the company may request the
people’s court to dissolve the company.
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When the dissolution events specified in the preceding paragraph occur to the company, the
company shall publicize the dissolution events through the National Enterprise Credit Information
Publicity System within ten days.
When the company is dissolved due to the circumstances specified in items (1), (2), (4) and
(5) of the preceding paragraph, it shall be liquidated. The directors shall be the liquidation obligors
of the company, and shall form a liquidation team within fifteen days as of the occurrence of the
dissolution event to conduct liquidation.
The liquidation team shall be composed of directors, except as otherwise provided in these
Articles of Association or when the shareholders’ meeting resolves to select other persons.
If the liquidation obligors fail to perform their liquidation obligations in a timely manner,
causing losses to the company or its creditors, they shall bear the liability for compensation.
Amendment of the Articles of Association
The company shall amend its articles of association under any of the following circumstances:
(1) After the Company Law or relevant laws, administrative regulations, or regulatory rules
of the company’s stock listing place are amended, matters specified in the articles of
association conflict with the provisions of the amended laws, administrative regulations,
or regulatory rules of the company’s stock listing place;
(2) The company’s circumstances have changed and are inconsistent with the matters
recorded in the articles of association;
(3) The shareholders’ meeting decides to amend the articles of association.
The shareholders’ meeting may, through an ordinary resolution, authorize the company’s
board of directors:
(1) If the company increases its registered capital, the company’s board of directors shall
have the right to amend the content regarding the company’s registered capital in the
articles of association according to the circumstances;
(2) If the company’s articles of association adopted by the shareholders’ meeting need to be
changed in terms of words or the order of articles when being registered, approved, or
examined and approved by relevant competent authorities, the company’s board of
directors shall have the right to make corresponding amendments according to the
requirements of the competent authorities.
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A. FURTHER INFORMATION ABOUT OUR GROUP
1. Incorporation
Our Company was established as a limited liability company in the PRC on April 30, 2009 and
was converted into a joint stock company with limited liability under the laws of the PRC on
October 21, 2015. Our registered office is situated at Unit 01, 9/F, Building 20, Dongsanhuan
Central Road, Chaoyang District, Beijing, the PRC. As of the Latest Practicable Date, the registered
capital of our Company was RMB81,611,175.
Our Company has established a principal place of business in Hong Kong at 31/F, Tower Two,
Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, and has been registered with the
Registrar of Companies in Hong Kong as a non-Hong Kong company under Part 16 of the
Companies Ordinance on April 11, 2025. Ms. Au Wing Sze ( ਜ൘་) has been appointed as the
authorized representative of our Company for acceptance of service of process and notices required
to be served on our Company in Hong Kong. The address for acceptance of service of process and
notices is the same as our registered place of business in Hong Kong.
As our Company was established in the PRC, our operations are subject to the relevant laws
and regulations of the PRC. A summary of the relevant aspects of PRC laws and principal regulatory
provisions is set out in Appendix IV to this prospectus. A summary of the Articles of Association
is set out in Appendix V to this prospectus.
2. Changes in the Share Capital of Our Company
For details of changes in the share capital of our Company, see “History, Development and
Corporate Structure — Major Corporate Development.”
Immediately after the completion of the Global Offering and the Conversion of Unlisted
Shares into H Shares, our registered share capital will be RMB90,679,175, consisting of 90,679,175
H Shares.
3. Changes in the Share Capital of Our Subsidiaries
A summary of the corporate information and particulars of our principal subsidiaries are set
out in Note 1 to the Accountants’ Report in Appendix I to this prospectus.
Save as disclosed below, there has been no alteration in the registered share capital of any of
our subsidiaries within the two years immediately preceding the date of this prospectus:
 On May 10, 2024, Shenzhen Shuling was established in the PRC with a registered capital
of RMB5 million.
 On January 9, 2025, iPinY ou Middle East was established in Dubai, United Arab
Emirates with issued share capital of AED100,000.
 On March 13, 2025, Guangzhou Shuzhi was established in the PRC with a registered
capital of RMB8 million.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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4. Resolutions Passed by Our Shareholders’ Meeting in Relation to the Global Offering
At the general meeting of our Company held on May 6, 2025, the following resolutions,
among others, were passed by our Shareholders:
(1) the Global Offering be approved and the Board and its authorized representatives be
authorized to handle all matters relating to, among others, the Global Offering and the
Listing of the H Shares on the Main Board of the Stock Exchange;
(2) the issuance by our Company of the H Shares with a nominal value of RMB1.00 each
and such H Shares be listed on the Stock Exchange. The number of H Shares to be issued
shall not be more than 25% of our enlarged total issued share capital immediately
following the Global Offering;
(3) subject to the filing with the CSRC, upon completion of the Global Offering, 81,611,175
Unlisted Shares held by all our existing Shareholders be converted into H shares on a
one-for-one basis;
(4) subject to the completion of the Global Offering, the granting of a general mandate to
our Board to allot and issue Shares at any time within a period up to the date of the
conclusion of the next annual general meeting of our Shareholders or the date on which
our Shareholders pass a special resolution to revoke or change such mandate, whichever
is earlier, upon such terms and conditions and for such purposes and to such persons as
our Board in its absolute discretion deems fit, and to complete all necessary procedures,
provided that, the number of Shares to be issued shall not exceed 20% of the number of
the Shares in issue as of the Listing Date;
(5) subject to the completion of the Global Offering, the granting of a general mandate to
our Board to exercise all the powers of our Company to repurchase H Shares listed on
the Stock Exchange at any time within a period up to the date of the conclusion of the
next annual general meeting of our Shareholders or the date on which our Shareholders
pass a special resolution to revoke or change such mandate, whichever is earlier, and to
complete all necessary procedures, provided that, the number of H Shares to be
repurchased shall not exceed 10% of the number of H Shares in issue as of the Listing
Date; and
(6) subject to the completion of the Global Offering, the conditional adoption of the revised
Articles of Association, which shall become effective on the Listing Date, and the Board
be authorized to revise and amend the Articles of Association, in accordance with the
requirements of the applicable laws, regulations and Listing Rules.
5. Explanatory Statement on Repurchase of Our Own Securities
The following paragraphs include, among others, certain information required by the Stock
Exchange to be included in this prospectus concerning the repurchase of our own securities.
(1) Reasons for Repurchase
Our Directors believe that the repurchase of H Shares would be beneficial to and in the best
interests of our Company and Shareholders as a whole. It can strengthen the investors’ confidence
in our Company and promote a positive effect on maintaining our Company’s reputation in the
capital market. Such repurchases will only be made when our Board believes that such repurchases
will benefit our Company and Shareholders as a whole.
Following a repurchase of Shares, the Company may cancel any repurchased Shares and/or
hold them as treasury shares subject to, among others, market conditions and its capital management
needs at the relevant time of the repurchases, which may change due to evolving circumstances.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-2 –


--- page 396 ---
(2) Exercise of the General Mandate to Repurchase H Shares
Pursuant to the resolutions passed by the general meeting of our Shareholders held on May 6,
2025, our Board was granted general mandate to repurchase H Shares until the end of the relevant
period. The general mandate to repurchase Shares would expire on the date of the conclusion of the
next annual general meeting of our Shareholders or the date on which our Shareholders pass a
special resolution to revoke or change such mandate, whichever is earlier.
Furthermore, we need to complete necessary procedures with relevant government authorities
for the actual grant of the general mandate to repurchase H Shares to our Board, as applicable. The
exercise in full of the general mandate to repurchase H Shares (on the basis of 90,679,175 H Shares
in issue as of the Listing Date) would result in a maximum of 9,067,917 H Shares being repurchased
by our Company during the relevant period, being the maximum of 10% of the H Shares in issue
as of the Listing Date.
(3) Source of Funds
In repurchasing H Shares, our Company intends to apply funds from our Company’s internal
resources (which may include surplus funds and retained profits) legally available for such purpose
in accordance with the Articles of Association and the applicable laws, rules and regulations of the
PRC.
Our Company is entitled under the Articles of Association to repurchase our Shares. Any
repurchases by our Company may only be made out of either the funds of our Company that would
otherwise be available for dividend or distribution or out of the proceeds of a new issue of shares
made for such purpose. Our Company may not purchase securities on the Stock Exchange for a
consideration other than cash or for settlement otherwise than in accordance with the trading rules
of the Stock Exchange from time to time.
(4) 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.
(5) Trading Restrictions
A listed company may not issue or announce a proposed issue of new securities for a period
of 30 days immediately following a repurchase (other than an issue of securities pursuant to an
exercise of warrants, share options or similar instruments requiring the company to issue securities
which were outstanding prior to such repurchase) without the prior approval of the Stock Exchange.
In addition, a listed company is prohibited from repurchasing its shares on the Stock Exchange if
the purchase price is 5% or more than the average closing market price for the five preceding
trading days on which its shares were traded on the Stock Exchange.
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.
A listed company is required to procure that the broker appointed by it to effect a repurchase
of securities disclose to the Stock Exchange such information with respect to the repurchase made
on behalf of the listed company as the Stock Exchange may require.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-3 –


--- page 397 ---
(6) Close Associates and Core Connected Persons
None of our Directors or, to the best of their knowledge having made all reasonable inquiries,
any of their close associates have a present intention, in the event the general mandate to repurchase
H Shares is approved, to sell any Shares to our Company.
No core connected persons of our Company have notified our Company that they have a
present intention to sell Shares to our Company, or have undertaken to do so, if the general mandate
to repurchase H Shares is approved.
A listed company shall not knowingly purchase its shares on the Stock Exchange from a core
connected person (namely a director, supervisor, 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.
(7) Status of Repurchased Shares
Subject to the Articles of Association, the Listing Rules and any other applicable laws and
regulations, the H Shares repurchased by our Company will be cancelled, kept as treasury shares
or transferred within certain period and the registered capital of our Company will be reduced by
an amount equivalent to the aggregate nominal value of the H Shares if such H Shares were
cancelled.
(8) Takeover Implications
If, as a result of any repurchase of H 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 disclosed in the above paragraph, our Directors are not aware of any consequences
which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the
general mandate to repurchase H Shares.
(9) Interim measures
For any treasury shares of our Company deposited with CCASS pending resale on the Stock
Exchange, our Company shall, upon approval by the Board, implement the below interim measures
which include (without limitation): (i) procuring its broker not to give any instructions to HKSCC
to vote at general meetings for the treasury shares deposited with CCASS; (ii) in the case of
dividends or distributions (if any and where applicable), withdrawing the treasury shares from
CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case
before the relevant record date for the dividend or distributions; or (iii) taking any other measures
to ensure that it will not exercise any Shareholders’ rights or receive any entitlements which would
otherwise be suspended under the applicable laws if those Shares were registered in its own name
as treasury shares.
(10) General
Our Company did not hold any treasury shares as of the Latest Practicable Date and will not
hold any treasury shares upon Listing. Neither the explanatory statement on repurchase of our own
securities nor the proposed share repurchase has any unusual features.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-4 –


--- page 398 ---
If the general mandate to repurchase H Shares was to be carried out in full at any time, there
may be a material and 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 general mandate to repurchase H Shares to such an extent as would have
a material and adverse effect on our working capital or gearing position.
Our Directors will exercise the general mandate to repurchase H Shares in accordance with the
Listing Rules and the applicable laws in the PRC.
6. Restriction on Share Repurchase
For details of the restrictions on the share repurchase by our Company, see “Summary of the
Articles of Association — Shares — Increase, Reduction and Repurchase of Shares” in Appendix
V to this prospectus.
B. FURTHER INFORMATION ABOUT OUR BUSINESS
1. Summary of Material Contract
The following contract (not being contract entered into in the ordinary course of business)
have been entered into by members of our Group within the two years preceding the date of this
prospectus and are or may be material:
(1) the Hong Kong Underwriting Agreement.
2. Intellectual Property Rights of Our Group
(1) Trademarks
As of the Latest Practicable Date, we were the registered owner of and had the right to use
the following trademarks which we consider to be or may be material to our business:
No. Trademark
Place of
Registration
Registration
Number
Registered
Owner Class Expiry Date
1. /H1118/H1118/H1118
 PRC 41628607 Our Company 9 2030.06.20
2. /H1118/H1118/H1118
 PRC 41628620 Our Company 42 2030.06.20
3. /H1118/H1118/H1118
 PRC 41632232 Our Company 35 2030.06.20
4. /H1118/H1118/H1118
 PRC 37112309 Our Company 42 2029.11.13
5. /H1118/H1118/H1118
 PRC 37126335 Our Company 42 2029.11.13
6. /H1118/H1118/H1118
 PRC 9573752 Our Company 35 2032.07.06
7. /H1118/H1118/H1118
 PRC 9577629 Our Company 42 2032.07.13
8. /H1118/H1118/H1118
 PRC 9573763 Our Company 35 2032.08.20
9. /H1118/H1118/H1118
 PRC 9577633 Our Company 42 2032.10.13
10. /H1118/H1118
 PRC 39787445 Our Company 9 2030.04.13
11. /H1118/H1118
 PRC 39782406 Our Company 35 2030.04.13
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-5 –


--- page 399 ---
No. Trademark
Place of
Registration
Registration
Number
Registered
Owner Class Expiry Date
12. /H1118/H1118
 PRC 39788925 Our Company 42 2030.04.13
13. /H1118/H1118
 PRC 45214204 Our Company 9 2031.01.27
14. /H1118/H1118
 PRC 45698848 Our Company 38 2031.02.06
15. /H1118/H1118
 PRC 12782168 Our Company 35 2035.03.27
16. /H1118/H1118
 PRC 12782246 Our Company 42 2035.01.20
17. /H1118/H1118
 PRC 11939433 Our Company 35 2034.06.06
18. /H1118/H1118
 PRC 11939708 Our Company 42 2034.06.06
19. /H1118/H1118
 PRC 9444746 Our Company 42 2032.05.27
20. /H1118/H1118
 PRC 11939692 Our Company 42 2034.06.06
21. /H1118/H1118
 PRC 11939419 Our Company 35 2034.06.06
22. /H1118/H1118
 PRC 12782618 Our Company 42 2035.03.20
23. /H1118/H1118
 PRC 9485928 Our Company 42 2032.06.13
24. /H1118/H1118
 PRC 9485951 Our Company 35 2032.06.13
25. /H1118/H1118
 PRC 12224370 Our Company 42 2034.08.13
26. /H1118/H1118
 PRC 38856456 Our Company 41 2030.03.06
27. /H1118/H1118
 PRC 10294316 Our Company 35 2033.03.20
28. /H1118/H1118
 PRC 10294358 Our Company 42 2033.02.13
29. /H1118/H1118
 PRC 27529266 Our Company 35 2028.11.06
30. /H1118/H1118
 PRC 6226174 Our Company 42 2030.06.13
31. /H1118/H1118
 PRC 6226173 Our Company 35 2030.06.13
32. /H1118/H1118
 PRC 9501184 Our Company 35 2032.06.27
33. /H1118/H1118
 PRC 10188472 Our Company 35 2033.03.06
34. /H1118/H1118
 PRC 10192867 Our Company 42 2033.01.20
35. /H1118/H1118
 PRC 22430743 Our Company 42 2028.03.27
36. /H1118/H1118
 PRC 22430635 Our Company 42 2028.03.27
37. /H1118/H1118
 PRC 22430734 Our Company 9 2028.03.27
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-6 –


--- page 400 ---
No. Trademark
Place of
Registration
Registration
Number
Registered
Owner Class Expiry Date
38. /H1118/H1118
 PRC 22430248 Our Company 9 2028.04.20
39. /H1118/H1118
 PRC 9573802 Our Company 35 2032.11.06
40. /H1118/H1118
 PRC 9577645 Our Company 42 2032.10.13
41. /H1118/H1118
 PRC 37588365 Our Company 38 2029.12.06
42. /H1118/H1118
 PRC 37572053 Our Company 9 2029.12.06
43. /H1118/H1118
 PRC 37582027 Our Company 42 2029.12.06
44. /H1118/H1118
 PRC 39954392 Our Company 35 2030.04.27
45. /H1118/H1118
 PRC 45204460 Our Company 9 2031.02.06
46. /H1118/H1118
 PRC 9577640 Our Company 42 2032.10.20
47. /H1118/H1118
 PRC 8497392 Our Company 42 2031.08.27
48. /H1118/H1118
 PRC 9444120 Our Company 42 2032.05.27
49. /H1118/H1118
 PRC 22026411 Our Company 9 2028.02.13
50. /H1118/H1118
 PRC 11939395 Our Company 35 2034.06.06
51. /H1118/H1118
 PRC 41797816 Our Company 9 2030.10.20
52. /H1118/H1118
 PRC 41646998 Our Company 9 2030.06.27
53. /H1118/H1118
 PRC 41636792 Our Company 35 2030.06.27
54. /H1118/H1118
 PRC 41653410 Our Company 35 2030.06.27
55. /H1118/H1118
 PRC 41647053 Our Company 42 2030.06.27
56. /H1118/H1118
 PRC 41654003 Our Company 9 2030.09.20
57. /H1118/H1118
 PRC 41645663 Our Company 35 2030.06.27
58. /H1118/H1118
 PRC 41634419 Our Company 9 2030.08.27
59. /H1118/H1118
 PRC 41648143 Our Company 42 2030.09.06
60. /H1118/H1118
 PRC 41799082 Our Company 9 2030.08.20
61. /H1118/H1118
 PRC 43917773 Our Company 9 2030.10.27
62. /H1118/H1118
 PRC 44415239 Our Company 9 2030.10.27
63. /H1118/H1118
 PRC 44411726 Our Company 35 2030.10.27
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-7 –


--- page 401 ---
No. Trademark
Place of
Registration
Registration
Number
Registered
Owner Class Expiry Date
64. /H1118/H1118
 PRC 44411527 Our Company 38 2030.11.06
65. /H1118/H1118
 PRC 44400693 Our Company 9 2030.11.06
66. /H1118/H1118
 PRC 44416741 Our Company 35 2030.11.06
67. /H1118/H1118
 PRC 44411524 Our Company 38 2030.11.06
68. /H1118/H1118
 PRC 45729372 Our Company 35 2031.04.13
69. /H1118/H1118
 PRC 45698852 Our Company 9 2031.04.13
70. /H1118/H1118
 PRC 40780151 Our Company 38 2030.04.27
71. /H1118/H1118
 PRC 40771778 Our Company 42 2030.04.27
72. /H1118/H1118
 PRC 40769856 Our Company 35 2030.04.27
73. /H1118/H1118
 PRC 40764923 Our Company 9 2030.04.27
74. /H1118/H1118
 PRC 40024679 Our Company 35 2031.04.13
75. /H1118/H1118
 PRC 40001187 Our Company 9 2031.04.13
76. /H1118/H1118
 PRC 57463428 Our Company 42 2032.01.13
77. /H1118/H1118
 PRC 57450859 Our Company 35 2032.01.13
78. /H1118/H1118
 PRC 57441154 Our Company 9 2032.01.13
79. /H1118/H1118
 PRC 57437487 Our Company 38 2032.01.13
80. /H1118/H1118
 PRC 57435311 Our Company 38 2032.01.13
81. /H1118/H1118
 PRC 57458220 Our Company 9 2032.04.20
82. /H1118/H1118
 PRC 73389264 Our Company 42 2034.02.13
83. /H1118/H1118
 PRC 73394998 Our Company 35 2034.04.13
84. /H1118/H1118
 Hong Kong 306845473 Our Company 9, 35, 38,
42
2035.03.21
85. /H1118/H1118
 Hong Kong 306845464 Our Company 9, 35, 38,
42
2035.03.21
86. /H1118/H1118
 Hong Kong 306845455 Our Company 9, 35, 38,
42
2035.03.21
87. /H1118/H1118
 Hong Kong 306845518 Our Company 9, 35, 38,
42
2035.03.21
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-8 –


--- page 402 ---
No. Trademark
Place of
Registration
Registration
Number
Registered
Owner Class Expiry Date
88. /H1118/H1118
 Hong Kong 306845527 Our Company 9, 35, 38,
42
2035.03.21
89. /H1118/H1118
 Hong Kong 306845491 Our Company 9, 35, 38,
42
2035.03.21
90. /H1118/H1118
 Hong Kong 306845482 Our Company 9, 35, 38,
42
2035.03.21
91. /H1118/H1118
 Hong Kong 306845509 Our Company 9, 35, 38,
42
2035.03.21
92. /H1118/H1118
 Hong Kong 306845536 Our Company 9, 35, 38,
42
2035.03.21
93 /H1118/H1118/H1118
 PRC 83888226 Our Company 42 2035.10.20
94 /H1118/H1118/H1118
 PRC 83879651 Our Company 38 2035.10.20
95 /H1118/H1118/H1118
 PRC 83888211 Our Company 35 2035.10.20
96 /H1118/H1118/H1118
 PRC 83881924 Our Company 9 2035.10.20
97 /H1118/H1118/H1118
 PRC 83896697 Our Company 42 2035.10.20
98 /H1118/H1118/H1118
 PRC 83878913 Our Company 38 2035.10.20
99 /H1118/H1118/H1118
 PRC 83881940 Our Company 35 2035.10.20
100 /H1118/H1118
 PRC 83892352 Our Company 9 2035.10.20
101 /H1118/H1118
 PRC 83881601 Our Company 42 2035.10.20
102 /H1118/H1118
 PRC 83878076 Our Company 38 2035.10.20
103 /H1118/H1118
 PRC 83892922 Our Company 35 2035.10.20
104 /H1118/H1118
 PRC 83879005 Our Company 9 2035.10.20
105 /H1118/H1118
 PRC 83875068 Our Company 42 2035.10.20
106 /H1118/H1118
 PRC 83877602 Our Company 38 2035.10.20
107 /H1118/H1118
 PRC 83878209 Our Company 35 2035.10.20
108 /H1118/H1118
 PRC 83896522 Our Company 9 2035.10.20
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-9 –


--- page 403 ---
(2) Patents
As of the Latest Practicable Date, we have registered the following patents which we consider
to be or may be material to our business:
No. Patent Patentee
Place of
Registration
Class of
Patent Patent Number
Application
Date Grant Date
1. /H1118Data processing method,
device, storage medium
and processor ( ᅰኽஈ
eༀໄeπᎷʧ
ሯձஈଣኜ)
Our
Company
PRC Invention
Patent
ZL201911108257.8 2019.11.13 2020.08.07
2. /H1118Data association method
and device ( ᅰኽᗫᑌ˙
ʿༀໄ)
Our
Company
PRC Invention
Patent
ZL201910447698.4 2019.05.27 2020.07.14
3. /H1118A APP push method and
device ( ɓ၇APPપ৔˙
ʿༀໄ)
Our
Company
PRC Invention
Patent
ZL201910789368.3 2019.08.26 2020.08.18
4. /H1118An identifier allocation
method, device and
electronic apparatus ( ɓ
eༀໄ
ʿཥɿண௪)
Our
Company
PRC Invention
Patent
ZL201910832153.5 2019.09.04 2020.11.06
5. /H1118A method and apparatus
for analyzing
population
characteristics ( ɓ၇ʱ
ձண
௪)
Our
Company
PRC Invention
Patent
ZL201410081661.1 2014.03.06 2018.10.02
6. /H1118An information delivery
method and device ( ɓ
ʿༀໄ)
Our
Company
PRC Invention
Patent
ZL201710653068.3 2017.08.02 2020.9.22
7. /H1118A method and system for
establishing a model to
identify fraudulent
traffic (ᗆйЪ
ج
ʿӻ୕)
Our
Company
PRC Invention
Patent
ZL201810059065.1 2018.01.22 2020.05.19
8. /H1118Advertisement data
processing method and
device ( ᄿѓᅰኽஈଣ
ʿༀໄ)
Our
Company
PRC Invention
Patent
ZL201910204859.7 2019.03.18 2021.07.06
9. /H1118Cross-cloud data
migration method,
device and system ( ༨
eༀ
ໄձӻ୕)
Our
Company
PRC Invention
Patent
ZL201910190450.4 2019.3.13 2021.10.1
10. Activity range detection
method and device (ݺ
ձༀ
ໄ)
Our
Company
PRC Invention
Patent
ZL201910452276.6 2019.5.28 2021.4.30
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-10 –


--- page 404 ---
No. Patent Patentee
Place of
Registration
Class of
Patent Patent Number
Application
Date Grant Date
11. Fraudulent traffic
identification method
and device (ٙ
ձༀໄ)
Our
Company
PRC Invention
Patent
ZL201910189827.4 2019.3.13 2022.2.25
12. Data processing method,
device and storage
medium ( ᅰኽஈଣ˙
eༀໄʿπᎷʧሯ)
Our
Company
PRC Invention
Patent
ZL201910361278.4 2019.4.30 2022.3.8
13. Alarm information
processing method and
device (ஈଣ
ʿༀໄ)
Our
Company
PRC Invention
Patent
ZL202010383870.7 2020.5.8 2022.5.13
14. An advertising delivery
method and device ( ɓ
ʿༀໄ)
Our
Company
PRC Invention
Patent
ZL201911030103.1 2019.10.28 2022.9.16
15. Object recommendation
method, device, storage
medium and processor
(eༀ
ໄeπᎷʧሯձஈଣኜ)
Our
Company
PRC Invention
Patent
ZL2020107404069 2020.07.28 2023.03.10
16. Method and device for
publishing audience
packages ( ೯бɛ໊̍
ʿༀໄ)
Our
Company
PRC Invention
Patent
ZL2021104862604 2021.04.30 2023.04.25
17. An advertisement strategy
screening method and
device ( ɓ၇ᄿѓഄଫ
ʿༀໄ)
Our
Company
PRC Invention
Patent
ZL2019108007533 2019.08.28 2023.01.20
18. Data processing method,
data processing device
and electronic
apparatus ( ᅰኽஈଣ˙
eᅰኽஈଣༀໄʿཥ
ɿண௪)
Our
Company
PRC Invention
Patent
ZL2021105870769 2021.05.27 2023.04.07
19. User ID mapping
relationship
determination method,
device and electronic
apparatus ( ͜˒ID࢛݈
ʿༀ
ໄeཥɿண௪)
Our
Company
PRC Invention
Patent
ZL2019110254473 2019.10.25 2023.04.21
20. Secure data processing
method, secure data
processing device and
electronic apparatus ( τ
eτΌ
ᅰኽஈଣༀໄʿཥɿண
௪)
Our
Company
PRC Invention
Patent
ZL2021107492346 2021.07.01 2023.04.21
21. Configuration report
method and device ( ৣ
ձༀໄ)
Our
Company
PRC Invention
Patent
ZL2020101366792 2020.03.02 2023.05.12
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-11 –


--- page 405 ---
No. Patent Patentee
Place of
Registration
Class of
Patent Patent Number
Application
Date Grant Date
22. Data update control
method and device ( ᅰ
ʿༀ
ໄ)
Our
Company
PRC Invention
Patent
ZL2021116799090 2021.12.31 2023.07.14
23. Multi-Level traffic
allocation method and
device, electronic
apparatus and computer
storage medium ( εᄴ
ʿༀ
ၑዚ
πᎷʧሯ)
Our
Company
PRC Invention
Patent
ZL2020103663933 2020.04.30 2023.07.14
24. Bidding target
identification method
and device, storage
medium and processor
(ʿՉ
ༀໄeπᎷʧሯʿஈଣ
ኜ)
Our
Company
PRC Invention
Patent
ZL202010388143X 2020.05.09 2023.10.10
25. Traffic allocation method
and device, electronic
apparatus and computer
storage medium (ඎ
ʿༀໄeཥɿ
ၑዚπᎷʧሯ)
Our
Company
PRC Invention
Patent
ZL2020103682258 2020.04.30 2023.09.22
26. Task management
method, device and
equipment (ٙ
eༀໄձண௪)
Our
Company
PRC Invention
Patent
ZL202111285284X 2021.11.01 2023.07.18
27. Method, device and data
processing equipment
for intelligent
prediction of user
attendance ( ౽ঐཫ಻͜
eༀ
ໄʿᅰኽஈଣண௪)
Our
Company
PRC Invention
Patent
ZL2021112850238 2021.11.01 2023.11.07
28. Deployment system
method, device,
computer-readable
storage medium and
processor (ٙ
ၑዚ̙
ᛘπᎷʧሯʿஈଣኜ)
Our
Company
PRC Invention
Patent
ZL2021106752435 2021.06.17 2023.08.01
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-12 –


--- page 406 ---
No. Patent Patentee
Place of
Registration
Class of
Patent Patent Number
Application
Date Grant Date
29. Machine access data
determination method
and device ( ዚኜஞਪᅰ
ʿༀໄ)
Our
Company
PRC Invention
Patent
ZL2020102464468 2020.03.31 2023.11.10
30. Target object acquisition
method and device ( ᐏ
ʿༀ
ໄ)
Our
Company
PRC Invention
Patent
ZL201911204493X 2019.11.29 2024.03.08
31. Data processing method,
device, non-volatile
storage medium and
processor ( ᅰኽஈଣ˙
π
Ꮇʧሯձஈଣኜ)
Our
Company
PRC Invention
Patent
ZL202010339970X 2020.04.26 2024.01.26
32. Data processing method,
device, computer-
readable storage
medium and processor
(eༀໄe
ၑዚ̙ᛘπᎷʧሯʿ
ஈଣኜ)
Our
Company
PRC Invention
Patent
ZL2021105843013 2021.05.27 2024.01.26
33. Database access method
and device (ஞਪ
ʿༀໄ)
Our
Company
PRC Invention
Patent
ZL2020104909150 2020.06.02 2024.01.30
34. Remote debugging
method, device and
system (˙
eༀໄձӻ୕)
Our
Company
PRC Invention
Patent
ZL2020111981533 2020.10.30 2024.03.29
35. Data processing method,
device, non-volatile
storage medium and
processor ( ᅰኽஈଣ˙
π
Ꮇʧሯʿஈଣኜ)
Our
Company
PRC Invention
Patent
ZL2021105426142 2021.05.18 2024.06.11
36. Alarm handling method,
device, computer-
readable storage
medium and processor
(eༀໄe
ၑዚ̙ᛘπᎷʧሯʿ
ஈଣኜ)
Our
Company
PRC Invention
Patent
ZL2021106737149 2021.06.17 2024.07.05
37. Information delivery
method and device (ڦ
ʿༀໄ)
Our
Company
PRC Invention
Patent
ZL2020102464063 2020.03.31 2024.07.23
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-13 –


--- page 407 ---
No. Patent Patentee
Place of
Registration
Class of
Patent Patent Number
Application
Date Grant Date
38. Data processing method,
device, non-volatile
storage medium and
processor ( ᅰኽஈଣ˙
π
Ꮇʧሯʿஈଣኜ)
Our
Company
PRC Invention
Patent
ZL2021104759162 2021.04.29 2024.08.20
39. Monitoring method and
device for execution
progress of data
processing tasks ( ᅰኽ
္
ʿༀໄ)
Our
Company
PRC Invention
Patent
ZL2021105870449 2021.05.27 2024.11.15
40. Real-time log attribution
processing method,
device and platform
(ᓥΪஈଣ˙
eༀໄձ̨̻)
Our
Company
PRC Invention
Patent
ZL2020111941127 2020.10.30 2024.11.22
41. Method and apparatus for
intelligent data access
and storage in
heterogeneous
databases (ࢫ
ʿ
ண௪)
Our
Company
PRC Invention
Patent
ZL2021109900513 2021.08.26 2024.11.19
42. Data processing method,
electronic equipment
and computer-readable
storage medium ( ᅰኽ
eཥɿண௪ʿ
ၑዚ̙ᛘπᎷʧሯ)
Our
Company
PRC Invention
Patent
ZL2021103437570 2021.03.30 2025.02.14
43. Intelligent query
statement generation
method and device ( ౽
ج
ၾༀໄ)
Our
Company
PRC Invention
Patent
ZL202 1111304208 2021.09.26 2025.03.25
44. Method and Apparatus
for Processing
Metadata Weight
V alues (࠽ࠠ
ၾༀໄ)
Our
Company
PRC Invention
Patent
ZL202111283709.3 2021.11.01 2025.05.16
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-14 –


--- page 408 ---
(3) Copyrights
As of the Latest Practicable Date, we have registered the following copyrights which we
consider to be or may be material to our business:
No. Copyright
Registered
Owner Registration Number
Place of
Registration
Registration
Date
1. /H1118/H1118iDMP Internal Data
Management Platform
V1.0 (iDMP ʫ௅ᅰኽ၍
ଣ̨̻V1.0)
Our Company 2019SR0532917 PRC 2019.05.28
2. /H1118/H1118Marketing Machine
Learning Platform V1.0
(ᐄቖዚኜኪ୦̨̻
V1.0)
Our Company 2019SR0539146 PRC 2019.05.29
3. /H1118/H1118Advertising KPI
Monitoring and
Strategy Guidance
Platform V1.0 ( ᄿѓҳ
׳KPIኬ
̨̻V1.0)
Our Company 2019SR0537626 PRC 2019.05.29
4. /H1118/H1118Internet Online Intelligent
Customer Service
Interaction
Management Platform
V1.0 ( ʝᑌၣίᇞ౽ঐ
ʝਗ၍ଣ̨̻
V1.0)
Our Company 2019SR0530660 PRC 2019.05.28
5. /H1118/H1118AI-Based Intelligent
Creative and Content
Management Platform
V1.0 (׵AI౽ঐ௴
၍ଣ̨̻
V1.0)
Our Company 2019SR0532106 PRC 2019.05.28
6. /H1118/H1118NLP-Based
Administrative
Advanced Electronic
Document Review
Process Operation
Service Platform V1.0
(׵NLP৷ॴཥ
؂
ਕ̨̻V1.0)
Our Company 2019SR0532156 PRC 2019.05.28
7. /H1118/H1118NLP-Based Proactive
Intelligent Government
Affairs Management
System V1.0 (׵NLP
ਕ၍ଣӻ
୕V1.0)
Our Company 2019SR0533329 PRC 2019.05.28
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-15 –


--- page 409 ---
No. Copyright
Registered
Owner Registration Number
Place of
Registration
Registration
Date
8. /H1118/H1118Internet Information Data
Consulting
Management Platform
V1.0 (ࢹڦ
ᅰኽፔ༔၍ଣ̨̻
V1.0)
Our Company 2019SR0532373 PRC 2019.05.28
9. /H1118/H1118Machine Learning-based
Comprehensive
Information Service
System for Tourism
Resorts V1.0 (ዚኜ
ࠦ
ਕӻ୕V1.0)
Our Company 2019SR0532444 PRC 2019.05.28
10. /H1118Intelligent Internet
Machine Online
Learning Course
Management Software
V1.0 (౽ঐʝᑌၣ
ዚኜίᇞኪ୦ሙ೻၍ଣ
ழ΁V1.0)
Our Company 2019SR0532146 PRC 2019.05.28
11. /H1118/H1118Pinyou AIP Platform
V1.0 (ʾAIP̨̻
V1.0)
Our Company 2018SR413363 PRC 2018.06.04
12. /H1118Pinyou DeepLink
Advertising System
V1.0 (ʾDeepLink ҳ
ӻ୕V1.0)
Our Company 2015SR280250 PRC 2015.12.25
13. /H1118Pinyou IHG Data Insight
Platform V1.0 (ʾ
IHG࿀̨̻V1.0)
Our Company 2018SR413355 PRC 2018.06.04
14. /H1118Pinyou SDK Platform
V1.0 (ʾSDK̨̻
V1.0)
Our Company 2015SR277248 PRC 2015.12.24
15. /H1118Pinyou Dasuanpan
Terminal Placing
Platform V1.0 (ʾɽ
̨̻
V1.0)
Our Company 2015SR278154 PRC 2015.12.24
16. /H1118Pinyou Domino Cross-
screen Data
Management Platform
V1.3F (܈
ᅰኽ၍ଣ̨̻V1.3F)
Our Company 2015SR278109 PRC 2015.12.24
17. /H1118Pinyou Content-based
User Intent
Recognition Platform
V1.0 (࢙ٙ
͜˒จྡᗆй̨̻
V1.0)
Our Company 2019SR0530557 PRC 2019.05.28
18. /H1118Pinyou Open Interface
Platform V1.0 (ʾක
ટɹ̨̻V1.0)
Our Company 2018SR413346 PRC 2018.06.04
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-16 –


--- page 410 ---
No. Copyright
Registered
Owner Registration Number
Place of
Registration
Registration
Date
19. /H1118Pinyou Open Platform
V1.0 (̨̻
V1.0)
Our Company 2015SR276933 PRC 2015.12.24
20. /H1118Pinyou Cross-device
Identifier Intelligent
Integration Platform
V1.0 (ʾ༨ண௪ᅺᗆ
౽ঐ͂ஷ̨̻V1.0)
Our Company 2019SR0375300 PRC 2019.04.23
21. /H1118Pinyou AI Marketing
Decision Platform V1.0
(ʾɛʈ౽ঐᐄቖӔഄ
̨̻V1.0)
Our Company 2018SR413764 PRC 2018.06.04
22. /H1118Pinyou Life One-stop
Service Platform V1.0
(ਕ̻
̨V1.0)
Our Company 2015SR276952 PRC 2015.12.24
23. /H1118Pinyou Data Management
Platform V1.0 (ʾᅰ
ኽ၍ଣ̨̻V1.0)
Our Company 2018SR433588 PRC 2018.06.08
24. /H1118Pinyou Data Asset and
Governance Platform
V1.0 (ʾᅰኽ༟ପձ
ଣ̨̻V1.0)
Our Company 2019SR0376073 PRC 2019.04.23
25. /H1118Pinyou Intelligent
Management System
for Abnormal Internet
Traffic V1.0 (ʾମ੬
౽ঐ၍ଣ
ӻ୕V1.0)
Our Company 2019SR0530569 PRC 2019.05.28
26. /H1118Pinyou Marketing Cloud
Platform V1.0 (ʾᐄ
ቖථ̨̻V1.0)
Our Company 2018SR413526 PRC 2018.06.04
27. /H1118Pinyou Marketing
Automation Intelligent
Internet Platform V1.0
(ʾᐄቖІਗʷ౽ঐʝ
ᑌၣ̨̻V1.0)
Our Company 2019SR0375286 PRC 2019.04.23
28. /H1118Pinyou Optimus Crowd
Intelligent Advertising
Platform V1.0 (ʾᎴ
̻
̨V1.0)
Our Company 2015SR276077 PRC 2015.12.24
29. /H1118Pinyou Cloud Platform
Data Center Operating
System V1.0 (ʾථ̻
̨ᅰኽʕː዁Ъӻ୕
V1.0)
Our Company 2018SR413172 PRC 2018.06.04
30. /H1118Pinyou Smart Tourism
Big Data Management
Platform V1.0 (ʾ౽
༷ɽᅰኽ၍ଣ̨̻
V1.0)
Our Company 2018SR413691 PRC 2018.06.04
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-17 –


--- page 411 ---
No. Copyright
Registered
Owner Registration Number
Place of
Registration
Registration
Date
31. /H1118Pinyou Intelligent
Advertisement Review
Platform V1.0 (ʾ౽
̨̻V1.0)
Our Company 2018SR413512 PRC 2018.06.04
32. /H1118Pinyou Intelligent Sales
Lead Management
Platform V1.0 (ʾ౽
ঐቖਯᇞ॰၍ଣ̨̻
V1.0)
Our Company 2019SR0376086 PRC 2019.04.23
33. /H1118Device and Software
Method for Non-linear
Bidding in Real-Time
Bidding Advertising
V1.0 (ᘩᄆᄿѓʕ
ༀໄʿ˙
ழ΁V1.0)
Our Company 2019SR0530593 PRC 2019.05.28
34. /H1118Simulated Attribution
Method R&D Project
Software V1.0 ( ɓ၇ᅼ
೯ධͦழ
΁V1.0)
Our Company 2019SR0532427 PRC 2019.05.28
35. /H1118Model Establishing
Method and System for
Identification of
Fraudulent Traffic V1.0
(ᅼ
ʿӻ୕
V1.0)
Our Company 2019SR0530143 PRC 2019.05.28
36. /H1118Online Intelligent
Monitoring and
Management System
V1.0 ( ίᇞ౽ঐʷ္಻
၍ଣӻ୕V1.0)
Our Company 2019SR0529783 PRC 2019.05.28
37. /H1118Online Intelligent Speech
Recognition and
Detection Platform
V1.0 (ᗆ
йᏨ಻̨̻V1.0)
Our Company 2019SR0531821 PRC 2019.05.28
38. /H1118Zhimai Intelligent
Marketing Platform
V1.0 ( ౽௥౽ঐᐄቖ̻
̨V1.0)
Our Company 2019SR0530151 PRC 2019.05.28
39. /H1118Intelligent Portrait Facial
Recognition and
Detection System V1.0
(౽ঐ೥྅ɛᑕᗆйᏨ಻
ӻ୕V1.0)
Our Company 2019SR0539056 PRC 2019.05.29
40. /H1118Intelligent Agent Robot
Platform V1.0 ( ౽ঐѬ
ዚኜɛ̨̻V1.0)
Our Company 2019SR0467704 PRC 2019.05.15
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-18 –


--- page 412 ---
No. Copyright
Registered
Owner Registration Number
Place of
Registration
Registration
Date
41. /H1118Pinyou SDK Platform
V2.0 (ʾSDK̨̻
V2.0)
Our Company 2020SR0689873 PRC 2020.06.29
42. /H1118Pinyou Dasuanpan
Terminal Placing
Platform V2.0 (ʾɽ
̨̻
V2.0)
Our Company 2020SR0686867 PRC 2020.06.29
43. /H1118Pinyou DeepLink Placing
System V2.0 (ʾ
DeepLinkӻ୕
V2.0)
Our Company 2020SR0685695 PRC 2020.06.29
44. /H1118Pinyou Cloud Platform
Data Center Operating
System V2.0 (ʾථ̻
̨ᅰኽʕː዁Ъӻ୕
V2.0)
Our Company 2020SR0693924 PRC 2020.06.30
45. /H1118Pinyou Intelligent
Advertisement Review
Platform V2.0 (ʾ౽
̨̻V2.0)
Our Company 2020SR0685432 PRC 2020.06.29
46. /H1118Pinyou Open Interface
Platform V2.0 (ʾක
ટɹ̨̻V2.0)
Our Company 2020SR0695944 PRC 2020.06.30
47. /H1118Pinyou Marketing Cloud
Platform V2.0 (ʾᐄ
ቖථ̨̻V2.0)
Our Company 2020SR0694813 PRC 2020.06.30
48. /H1118Pinyou AIP Platform
V2.0 (ʾAIP̨̻
V2.0)
Our Company 2020SR0695952 PRC 2020.06.30
49. /H1118Pinyou AI Marketing
Decision Platform V2.0
(ʾɛʈ౽ঐᐄቖӔഄ
̨̻V2.0)
Our Company 2020SR0695919 PRC 2020.06.30
50. /H1118Pinyou IHG Data Insight
Platform V2.0 (ʾ
IHG࿀̨̻V2.0)
Our Company 2020SR0695960 PRC 2020.06.30
51. /H1118Pinyou Data Management
Platform V2.0 (ʾᅰ
ኽ၍ଣ̨̻V2.0)
Our Company 2020SR0686136 PRC 2020.06.29
52. /H1118Administrative
Confidential Document
Knowledge Archive
Retention Management
Platform V1.0 (ዚ
वπ
၍ଣ̨̻V1.0)
Our Company 2019SR0532436 PRC 2019.05.28
53. /H1118Internet Data Intelligent
Mining System V1.0
(ܱ
ઢӻ୕V1.0)
Our Company 2019SR0746859 PRC 2019.07.18
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-19 –


--- page 413 ---
No. Copyright
Registered
Owner Registration Number
Place of
Registration
Registration
Date
54. /H1118Front-end Server System
(FESS) V1.0 (؂
ਕӻ୕ (FESS) V1.0)
Our Company 2021SR1808042 PRC 2021.11.19
55. /H1118Creative Management
Platform (CMP) V1.0
(௴จ၍ଣ̨̻ (CMP)
V1.0)
Our Company 2021SR1808043 PRC 2021.11.19
56. /H1118User-side Tag Engine
(Tag Engine) V1.0 ( ͜
˒ɓ˙ᅺᜀӻ୕ (Tag
Engine) V1.0)
Our Company 2021SR1808152 PRC 2021.11.19
57. /H1118User-side Tag Portrait
System (Segment
Analysis) V1.0 ( ͜˒ɓ
˙ᅺᜀ೥྅ӻ୕
(Segment Analysis)
V1.0)
Our Company 2021SR1808094 PRC 2021.11.19
58. /H1118MA Marketing Task
Management System
(Marketing Task
Management) V1.0
(MAᐄቖ΂ਕ၍ଣӻ୕
(ᐄቖ΂ਕ၍ଣ) V1.0)
Our Company 2021SR1808093 PRC 2021.11.19
59. /H1118MA Personalized
SMS/MMS Delivery
System (Personalized
Delivery System) V1.0
(MAڦ/೯
৔ӻ୕(ʷ೯৔ӻ
୕) V1.0)
Our Company 2021SR1808044 PRC 2021.11.19
60. /H1118Holmes AI Platform
(Holmes AI) V1.0 ( ၅
ဧᅙ౶ɛʈ౽ঐ̨̻
(Holmes AI) V1.0)
Our Company 2021SR1748414 PRC 2021.11.16
61. /H1118Store Customer
Streaming Monitoring
System (SCSM) V1.0
(္಻ӻ୕
(SCSM) V1.0)
Our Company 2021SR1744344 PRC 2021.11.16
62. /H1118Dasuanpan System V3.24
(ɽၑᆵӻ୕V3.24)
Tianjin Y ouchi 2017SR536435 PRC 2017.09.21
63. /H1118Shangdiantong System
V1.0 ( ਠᓃஷӻ୕V1.0)
Tianjin Y ouchi 2017SR535994 PRC 2017.09.21
64. /H1118Internet+ Intelligent
Customer Service
System V1.0 ( ʝᑌၣ+
ӻ୕V1.0)
Hefei Pince 2019SR0532023 PRC 2019.05.28
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-20 –


--- page 414 ---
No. Copyright
Registered
Owner Registration Number
Place of
Registration
Registration
Date
65. /H1118IoT-based User
Consultation AI Speech
Recognition System
V1.0 (׵IoT͜˒ፔ
ᗆйӻ
୕V1.0)
Hefei Pince 2019SR0533325 PRC 2019.05.28
66. /H1118Machine Learning-based
Internet Government
User Profile Modeling
System V1.0 (ዚኜ
ਕ͜˒
ᅼӻ୕V1.0)
Hefei Pince 2019SR0549030 PRC 2019.05.30
67. /H1118NLP-based Proactive
Intelligent Government
Knowledge Graph
Modeling System V1.0
(׵NLP౽ঐ
ᅼӻ୕
V1.0)
Hefei Pince 2019SR0534892 PRC 2019.05.28
68. /H1118Machine Learning-based
Proactive Government
Service Intelligent
Recommendation
Engine System V1.0
(ۨ
ਕ౽ঐપᑥˏᏗ
ӻ୕V1.0)
Hefei Pince 2019SR0529634 PRC 2019.05.28
69. /H1118NLP-based
Administrative
Normative Document
Legality Review
System Platform V1.0
(׵NLP׌
ӻ୕̻
̨V1.0)
Hefei Pince 2019SR0534897 PRC 2019.05.28
70. /H1118Administrative Normative
Document Knowledge
Graph Intelligent
Construction Platform
V1.0 (˖΁
̨̻
V1.0)
Hefei Pince 2019SR0531357 PRC 2019.05.28
71. /H1118Machine Learning-based
Smart Tourism
Marketing Platform
V1.0 (ٙ
༷ᐄቖ̨̻
V1.0)
Hefei Pince 2019SR0529624 PRC 2019.05.28
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-21 –


--- page 415 ---
No. Copyright
Registered
Owner Registration Number
Place of
Registration
Registration
Date
72. /H1118Precising Advertising
Data Management
Platform V1.0 ( ᄿѓၚ
ᅰኽ၍ଣ̨̻
V1.0)
Hefei Pince 2019SR0532018 PRC 2019.05.28
73. /H1118Pinyou AI Marketing
Decision Platform V1.0
(ʾɛʈ౽ঐᐄቖӔഄ
̨̻V1.0)
Hefei Pince 2019SR0531348 PRC 2019.05.28
74. /H1118AI-based Policy Service
Cloud Platform V1.0
(؂
ਕථ̨̻V1.0)
Hefei Pince 2019SR0730623 PRC 2019.07.16
75. /H1118Jice Cloud Big Data
Service Platform ( ණഄ
ਕ̨̻)
Hefei Pince 2020SR0999984 PRC 2020.08.27
76. /H1118Traditional Chinese
Medicine Rheumatism
Knowledge Graph
Platform V1.0 ( ʕᔼᗳ
ᗆྡᗅ̨̻
V1.0)
Hefei Pince 2020SR0996731 PRC 2020.08.27
77. /H1118NLP-based Semantic
Quality Inspection
Platform V1.0 (׵
NLPႧ່ሯᏨ̨̻
V1.0)
Hefei Pince 2020SR0993223 PRC 2020.08.27
78. /H1118AI-based Big Data
Investment Promotion
Service Platform V1.0
(ɽᅰኽ
ਕ̨̻V1.0)
Hefei Pince 2020SR0999991 PRC 2020.08.27
79. /H1118AI V oice Interaction
Control Engine System
V1.0 (AIʹʝછՓ
ˏᏗӻ୕V1.0)
Hefei Pince 2020SR1000015 PRC 2020.08.27
80. /H1118Multi-level Weighted
Fusion Intelligent
Recommendation
Model Platform V1.0
(εᄴ̋ᛆፄΥ౽ঐપᑥ
̨̻V1.0)
Hefei Pince 2020SR1000006 PRC 2020.08.27
81. /H1118AI Algorithm-based
Enterprise Growth
Platform V1.0 (׵AI
̨̻
V1.0)
Hefei Pince 2020SR0998047 PRC 2020.08.27
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-22 –


--- page 416 ---
No. Copyright
Registered
Owner Registration Number
Place of
Registration
Registration
Date
82. /H1118NLP-based General
Knowledge Graph
Modeling Platform
V1.0 (׵NLPஷ͜
ᅼ̨̻
V1.0)
Hefei Pince 2020SR0993509 PRC 2020.08.27
83. /H1118AI Algorithm-based User
Profile Auto-labeling
System V1.0 (׵AIၑ
͜˒೥྅Іਗᅺൗ
ӻ୕V1.0)
Hefei Pince 2020SR0998055 PRC 2020.08.27
84. /H1118AI Intelligent Industry
Data Analysis Platform
V1.0 (׵AI౽ঐପุ
̨̻V1.0)
Hefei Pince 2021SR0797379 PRC 2021.05.31
85. /H1118Pinyou Optimus Crowd
Intelligent Advertising
Platform V1.0 (ʾᎴ
̻
̨V1.0)
Shanghai
Pinyou
2019SR0533014 PRC 2019.05.28
86. /H1118Intelligent Advertisement
Review Platform V1.0
(̨̻
V1.0)
Shanghai
Pinyou
2019SR0531535 PRC 2019.05.28
87. /H1118Pinyou Intelligent
Monitoring and
Management Platform
V1.0 (ʾ౽ঐ္಻၍
ଣ̨̻V1.0)
Shanghai
Pinyou
2019SR0529983 PRC 2019.05.28
88. /H1118Pinyou Data Management
Platform V1.0 (ʾᅰ
ኽ၍ଣ̨̻V1.0)
Shanghai
Pinyou
2019SR0530932 PRC 2019.05.28
89. /H1118Large-Scale Cross-public
Cloud Data Rapid
Migration Method
Software V1.0 (ʝ
ɽ஝ᅼ
ழ΁
V1.0)
Shanghai
Pinyou
2019SR0532203 PRC 2019.05.28
90. /H1118Pinyou AI Marketing
Online Detection and
Management Platform
V1.0 (ʾɛʈ౽ঐᐄ
ቖίᇞᏨ಻၍ଣ̨̻
V1.0)
Shanghai
Pinyou
2019SR0529403 PRC 2019.05.28
91. /H1118Pinyou Open Interface
Platform V1.0 (ʾක
ટɹ̨̻V1.0)
Shanghai
Pinyou
2019SR0529395 PRC 2019.05.28
92. /H1118Pinyou SDK Platform
V1.0 (ʾ
SDK̨̻
V1.0)
Shanghai
Pinyou
2019SR0530008 PRC 2019.05.28
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-23 –


--- page 417 ---
No. Copyright
Registered
Owner Registration Number
Place of
Registration
Registration
Date
93. /H1118Pinyou Domino
Cross-screen Data
Management Platform
V1.0 (܈
ᅰኽ၍ଣ̨̻V1.0)
Shanghai
Pinyou
2019SR0532642 PRC 2019.05.28
94. /H1118Pinyou Cloud Platform
Data Center Operating
System V1.0 (ʾථ̻
̨ᅰኽʕː዁Ъӻ୕
V1.0)
Shanghai
Pinyou
2019SR0529421 PRC 2019.05.28
95. /H1118Pinyou Dasuanpan
Platform V1.0 (ʾɽ
ၑᆵ̨̻V1.0)
Shanghai
Pinyou
2019SR0529413 PRC 2019.05.28
96. /H1118Pinyou AIP Platform
V1.0 (ʾAIP̨̻
V1.0)
Shanghai
Pinyou
2019SR0530467 PRC 2019.05.28
97. /H1118Pinyou Marketing Cloud
Online Platform V1.0
(ʾᐄቖථίᇞ̨̻
V1.0)
Shanghai
Pinyou
2019SR0529174 PRC 2019.05.28
98. /H1118Pinyou DeepLink Placing
System V1.0 (ʾ
DeepLinkӻ୕
V1.0)
Shanghai
Pinyou
2019SR0529995 PRC 2019.05.28
99. /H1118Pinyou IHG Intelligent
Data and Information
Insight Management
Platform V1.0 (ʾ
IHG࿀
၍ଣ̨̻V1.0)
Shanghai
Pinyou
2019SR0752686 PRC 2019.07.19
100. /H1118Dynamic Creative
Production Platform
V1.0 ( ਗ࿒௴จႡЪ̻
̨V1.0)
Hefei Pince 2022SR0689145 PRC 2022.06.02
101. /H1118Rule Automation
Management System
V1.0 (Іਗʷ၍ଣ
ӻ୕V1.0)
Hefei Pince 2022SR0689146 PRC 2022.06.02
102. /H1118MA Cross-channel
Frequency Control
Management System
V1.0 (MA ༨ಬ༸᎖છ
၍ଣӻ୕V1.0)
Our Company 2022SR1415114 PRC 2022.10.25
103. /H1118MA Marketing Canvas
V ersion Management
System V1.0 (MA ᐄቖ
͉၍ଣӻ୕
V1.0)
Our Company 2022SR1415280 PRC 2022.10.25
104. /H1118MA Short Link
Monitoring System
V1.0 (MA ೵ᗡ္છӻ
୕V1.0)
Our Company 2022SR1415283 PRC 2022.10.25
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-24 –


--- page 418 ---
No. Copyright
Registered
Owner Registration Number
Place of
Registration
Registration
Date
105. /H1118Holmes AI Platform V3.0
(၅ဧᅙ౶ɛʈ౽ঐ̨̻
V3.0)
Our Company 2022SR1503069 PRC 2022.11.15
106. /H1118MA Global Frequency
Control System V1.0
(MAΌ҅᎖છӻ୕
V1.0)
Shanghai
Pinyou
2022SR1094354 PRC 2022.08.11
107. /H1118ETO Enterprise WeChat
Push System V1.0
(ETO Άฆપ৔ӻ୕
V1.0)
Shanghai
Pinyou
2022SR1127840 PRC 2022.08.15
108. /H1118MA Global Black/White
List System V1.0 (MA
Ό҅ලͣΤఊӻ୕
V1.0)
Shanghai
Pinyou
2022SR1127847 PRC 2022.08.15
109. /H1118Tencent Advertising
Management System
V1.0 (၍
ଣӻ୕V1.0)
Shanghai
Pinyou
2022SR1127839 PRC 2022.08.15
110. /H1118User Group Management
System V1.0 ( ͜˒໊ଡ଼
၍ଣӻ୕V1.0)
Shanghai
Pinyou
2022SR1127887 PRC 2022.08.15
111. /H1118User Event Analysis
System V1.0 ( ͜˒ԫ΁
ӻ୕V1.0)
Shanghai
Pinyou
2022SR1369868 PRC 2022.09.22
112. /H1118User Attribute Analysis
System V1.0 (׌
ӻ୕V1.0)
Hefei Pince 2022SR0949335 PRC 2022.07.19
113. /H1118Big Data Platform Data
Quality Management
and Exploration
Software V1.0 ( ɽᅰኽ
̨̻ᅰኽሯඎ၍ଣʿઞ
ழ΁V1.0)
Hefei Pince 2022SR1372425 PRC 2022.09.23
114. /H1118Report Analysis System
(ӻ୕)
Our Company 2023SR0228477 PRC 2023.02.13
115. /H1118Attribution Analysis
System (ӻ୕)
Our Company 2023SR0228479 PRC 2023.02.13
116. /H1118Kanban Design System
(ӻ୕)
Our Company 2023SR0228500 PRC 2023.02.13
117. /H1118
User Group Data Export
System ( ͜˒໊ଡ଼ᅰኽ
፩̈ӻ୕)
Hefei Pince 2022SR1541719 PRC 2022.11.18
118. /H1118User Lifecycle Analysis
System ( ͜˒͛նմಂ
ӻ୕)
Hefei Pince 2022SR1541736 PRC 2022.11.18
119. /H1118Ocean Engine Placing
Management System
(၍ଣӻ
୕)
Our Company 2023SR0424677 PRC 2023.03.31
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-25 –


--- page 419 ---
No. Copyright
Registered
Owner Registration Number
Place of
Registration
Registration
Date
120. /H1118Magnet Engine Placing
Management System
(၍ଣӻ
୕)
Our Company 2023SR0424678 PRC 2023.03.31
121. /H1118Jinghong Kinetic
Advertising Delivery
Management System
(၍ଣ
ӻ୕)
Our Company 2023SR0424930 PRC 2023.03.31
122. /H1118Guarantee Plan
Automated Monitoring
Management System
(ྌІਗʷ္છ၍
ଣӻ୕)
Hefei Pince 2022SR1439794 PRC 2022.11.01
123. /H1118Baidu Information Flow
Delivery Management
System (ҳ
၍ଣӻ୕)
Hefei Pince 2022SR1439796 PRC 2022.11.01
124. /H1118Crowd Batch Selection
Platform ( ɛ໊ҭඎਸ਼
፯̨̻)
Hefei Pince 2022SR1455739 PRC 2022.11.03
125. /H1118V alue Quadrant Analysis
System (ؓ
ӻ୕)
Our Company 2023SR0720695 PRC 2023.06.26
126. /H1118Scheduling Management
System ( રಂ၍ଣӻ୕)
Our Company 2023SR0720694 PRC 2023.06.26
127. /H1118Data Source Management
System ( ᅰኽ๕၍ଣӻ
୕)
Our Company 2023SR0720693 PRC 2023.06.26
128. /H1118User-side Tag System ( ͜
˒ɓ˙ᅺᜀӻ୕)
Our Company 2023SR0724658 PRC 2023.06.27
129. /H1118Soft Path Analysis
System (ؓ
ӻ୕)
Our Company 2023SR0867337 PRC 2023.07.21
130. /H1118Conversion Data
Monitoring System
(ᔷʷᅰኽ္಻ӻ୕)
Our Company 2023SR0867336 PRC 2023.07.21
131. /H1118User Tag Group Data
Importing System
(͜˒ᅺᜀ໊ଡ଼ᅰኽኬɝ
ӻ୕)
Our Company 2023SR1040989 PRC 2023.09.11
132. /H1118Overlap Analysis System
V1.0 (ӻ୕
V1.0)
Our Company 2023SR0867335 PRC 2023.07.21
133.
/H1118Copywriting Management
System V1.0 (၍ଣ
ӻ୕V1.0)
Our Company 2023SR1443018 PRC 2023.11.15
134. /H1118Full-link Data
Management Platform
V1.0 ( Όᗡ༩ᅰኽ၍ଣ
̨̻V1.0)
Our Company 2023SR1572618 PRC 2023.12.06
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-26 –


--- page 420 ---
No. Copyright
Registered
Owner Registration Number
Place of
Registration
Registration
Date
135. /H1118Direct Media Account
Consumption
Management Platform
V1.0 (ҳద᜗ሪ˒ऊ
ঃ၍ଣ̨̻V1.0)
Our Company 2023SR1769144 PRC 2023.12.26
136. /H1118Material Tag Management
System V1.0 ( ९ҿᅺᜀ
၍ଣӻ୕V1.0)
Our Company 2024SR1038132 PRC 2024.07.22
137. /H1118Placement Filtering
Analysis Platform
V1.0 (̻
̨V1.0)
Our Company 2024SR1370806 PRC 2024.09.13
138. /H1118CID E-commerce Traffic
Management Platform
V1.0 (CID၍
ଣ̨̻V1.0)
Our Company 2024SR1369692 PRC 2024.09.13
139. /H1118Material Management
System V1.0 ( ९ҿ၍ଣ
ӻ୕V1.0)
Our Company 2024SR1389689 PRC 2024.09.19
140. /H1118Media Traffic Analysis
Platform V1.0 (ݴ
̨̻V1.0)
Our Company 2024SR1380374 PRC 2024.09.14
141. /H1118Event Preference Tag
System V1.0 ( ԫ΁਋λ
ᅺᜀӻ୕V1.0)
Our Company 2024SR1605567 PRC 2024.10.24
142. /H1118User Profile Data Fusion
System V1.0 (ࣩ
ᅰኽፄΥӻ୕V1.0)
Our Company 2024SR1605626 PRC 2024.10.24
143. /H1118User Event Analysis
System V2.0 ( ͜˒ԫ΁
ӻ୕V2.0)
Our Company 2024SR1604529 PRC 2024.10.24
144. /H1118User Data Model
Management System
V1.0 (၍
ଣӻ୕V1.0)
Our Company 2024SR1600199 PRC 2024.10.24
145. /H1118Custom Event System
V1.0 (່ԫ΁ӻ୕
V1.0)
Our Company 2024SR1605374 PRC 2024.10.24
146 /H1118/H1118Intelligent Enterprise
Data Management
System V1.0 ( ౽ঐΆุ
ᅰኽ၍ଣӻ୕V1.0)
Our Company 2025SR0454847 PRC 2025.03.13
147 /H1118/H1118Intelligent Placement
Management System
V1.0 (၍ଣӻ
୕
V1.0)
Our Company 2025SR0448688 PRC 2025.03.13
148 /H1118/H1118ehub Ad Trading
Platform V6.11.12
(ehub̨̻
V6.11.12)
Our Company 2025SR1692857 PRC 2025.09.03
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-27 –


--- page 421 ---
No. Copyright
Registered
Owner Registration Number
Place of
Registration
Registration
Date
149 /H1118/H1118AI Consumer Research
Agent Platform 1.7.1
(AI౽ঐ᜗
̨̻1.7.1)
Our Company 2026SR0096200 PRC 2026.01.15
150 /H1118/H1118Smart Strategy Assistant
– Competitive Insights
Analysis AI Platform
V1.0 ( ౽ঐഄଫп˓-ᘩ
౽ঐ᜗̨̻
V1.0)
Our Company 2026SR0096251 PRC 2026.01.15
151 /H1118/H1118Smart Strategy Assistant
– High-Quality Content
Analysis Intelligent
Platform V1.0 ( ౽ঐഄ
ଫп˓-౽
ঐ᜗̨̻V1.0)
Our Company 2026SR0112241 PRC 2026.01.19
152 /H1118/H1118Smart Canvas Intelligent
Agent Platform V1.0
(౽ঐ೥̺౽ঐ᜗̨̻
V1.0)
Our Company 2026SR0110925 PRC 2026.01.19
153 /H1118/H1118Intelligent Analytics
Agent Platform V1.0
(ؓAgent ̨̻
V1.0)
Our Company 2026SR0105097 PRC 2026.01.16
154 /H1118/H1118Smart Strategy Assistant
– Industry Insights
Analysis Intelligent
Platform V1.0 ( ౽ঐഄ
ଫп˓-౽
ঐ᜗̨̻V1.0)
Our Company 2026SR0105198 PRC 2026.01.16
155. /H1118DeepTag Intelligent
Corpus Annotation
System V1.2 (DeepTag
ӻ୕
V1.2)
Our Company 2026SR0285085 PRC 2026.02.12
156. /H1118Traffic Analysis Assistant
Intelligent Agent
Platform V1.0 (ʱ
п˓౽ঐ᜗̨̻
V1.0)
Our Company 2026SR0380436 PRC 2025.03.05
157. /H1118DeepAgent Intelligent
Sales Assistant
Platform V1.2
(DeepAgent ౽ঐቖਯп
˓̨̻V1.2)
Our Company 2026SR0472633 PRC 2026.03.23
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-28 –


--- page 422 ---
(4) Domain Names
As of the Latest Practicable Date, we have registered the following domain names which we
consider to be or may be material to our business:
No. Domain Name Registrant
Date of
Registration Expiry Date
1. /H1118/H1118programmaticbuy.cn Our Company 2013.6.18 2027.06.18
2. /H1118/H1118programmaticbuy.com Our Company 2013.6.18 2027.06.18
3. /H1118/H1118shishijingjia.com Our Company 2013.6.18 2027.06.18
4. /H1118/H1118deepzero.com.cn Our Company 2019.07.05 2026.07.05
5. /H1118/H1118deepzero.com Our Company 2002.12.13 2026.12.13
6. /H1118/H1118ideepzero.com Our Company 2019.07.15 2026.07.15
7. /H1118/H1118jiceyun.com Our Company 2019.08.16 2026.08.16
8. /H1118/H1118ipinyou.com.cn Our Company 2007.8.9 2027.08.09
9. /H1118/H1118ipinyou.com Our Company 2007.8.9 2027.08.09
10. /H1118folo8.cn Our Company 2010.5.12 2035.05.12
11. /H1118folo8.com.cn Our Company 2008.12.2 2027.12.02
12. /H1118folo8.com Our Company 2008.12.2 2027.12.02
13. /H1118audiencetargeting.com.cn Our Company 2010.11.29 2027.11.29
14. /H1118audiencetargeting.cn Our Company 2010.11.29 2027.11.29
15. /H1118userback.cn Our Company 2009.11.16 2026.11.16
16. /H1118userback.com.cn Our Company 2009.11.16 2026.11.16
17. /H1118audiencechina.com Our Company 2013.12.24 2027.12.24
18. /H1118xsio.cc Our Company 2023.04.10 2034.04.10
19. /H1118fangkezhaohui.com Our Company 2010.11.17 2026.11.17
20. /H1118openap.cn Our Company 2013.12.24 2026.12.24
21. /H1118userprofile.cn Our Company 2013.12.24 2026.12.24
C. FURTHER INFORMATION ABOUT OUR DIRECTORS, SUPERVISORS AND
SUBSTANTIAL SHAREHOLDERS
1. Disclosure of Interests
(1) Interests and short positions of the Directors, Supervisors and chief executive of our
Company in the Shares, underlying shares or debentures of our Company and our
associated corporation
Immediately following the completion of the Global Offering, the interests or short positions
of the Directors, Supervisors and chief executive of our Company in any Shares, underlying shares
and debentures of our Company or any of its associated corporations (within the meaning of Part
XV of the SFO), which, once the H Shares are listed, will be required (a) to be notified to our
Company and the Stock Exchange pursuant to Division 7 and 8 of Part XV of the SFO (including
interests and short positions which they were taken or deemed to have under such provisions of the
SFO); (b) pursuant to section 352 of Part XV of the SFO, to be entered in the register referred to
therein; or (c) to be notified to our Company and the Stock Exchange pursuant to the Model Code
for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing
Rules, are as follows:
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-29 –


--- page 423 ---
Interests in the Shares of Our Company
Name of Director/
Supervisor/chief
executive Nature of interest
Number of Shares
held immediately
following the
Global Offering
Description
of Shares
Approximate
percentage of
shareholding in
our total issued
share capital
(1)
Ms. Huang (2) /H1118/H1118/H1118/H1118/H1118Beneficial interest 17,102,230 H Shares 18.86%
Interest of a concert
party
12,051,502 H Shares 13.29%
Mr. Xie (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial interest 12,051,502 H Shares 13.29%
Interest of a concert
party
17,102,230 H Shares 18.86%
Mr. Huang Hao
(؀3) /H1118/H1118/H1118/H1118/H1118/H1118
Interest in controlled
corporations
14,272,831 H Shares 15.74%
Notes:
(1) The calculation is based on the total number of 90,679,175 H Shares in issue immediately after completion of
the Global Offering and the Conversion of Unlisted Shares into H Shares.
(2) On July 13, 2016, Ms. Huang and Mr. Xie entered into acting-in-concert agreement, pursuant to which they
agreed to, for so long as they are Shareholders of our Company, communicate thoroughly to reach a consensus
as to how to exercise their voting rights in our Company and act in concert by aligning their votes at the
relevant Shareholders’ meetings. In the event that they could not reach a consensus as to how to exercise their
voting rights, Mr. Xie agreed to follow the directions of Ms. Huang. See “History, Development and Corporate
Structure — Acting-in-Concert Agreement” for more details. Therefore, each of Ms. Huang and Mr. Xie is
deemed to be interested in the Shares each other has interest in.
(3) Mr. Huang Hao controls 85% equity interest of Beijing Chord Capital Management Co., Ltd. (༟͉
ʮ̡), which is (i) the general partner of Beijing Heyin; and (ii) the general partner of Beijing
BGWG. Therefore, Mr. Huang Hao is deemed to be interested in the Shares directly held by Beijing Heyin and
Beijing BGWG.
(2) Interests and short positions of substantial shareholders in the Shares and underlying
shares
(i) Interests of substantial shareholders in our Company
For information on the persons who will, immediately following the Global Offering,
have an interest or short position in the Shares or underlying shares of our Company which
are required to be disclosed to our Company and the Stock Exchange under the provisions of
Divisions 2 and 3 of Part XV of the SFO, or, directly or indirectly, be interested in 10% or
more of the nominal value of any class of share capital carrying the rights to vote in all
circumstances at the general meetings of our Company, see “Substantial Shareholders.”
(ii) Interests of substantial shareholders in members of our Group (other than our Company)
So far as the Directors are aware, as of the Latest Practicable Date, the following persons
were interested in 10% or more of the nominal value of the share capital carrying rights to vote
in all circumstances at general meetings of any member of our Group (other than our
Company).
Name of member of our Group
Parties with 10% or
more equity interest
Approximate percentage
of shareholding
Shenzhen Shuling /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Shenzhen Jiuzhang Data
Technology Co., Ltd. ( ଉ
ʮ̡)
20%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-30 –


--- page 424 ---
2. Particulars of Service Contracts and Letters of Appointment
Each of our Directors and Supervisors has entered into a service contract or letter of
appointment with our Company. The service contracts and letters of appointment may be renewed
in accordance with our Articles of Association and the applicable laws, rules and regulations from
time to time.
Save as disclosed in the above paragraph, none of our Directors or Supervisors has or is
proposed to have a service contract with any member of our Group (excluding agreements expiring
or determinable by any member of our Group within one year without payment of compensation
other than statutory compensation).
3. Compensation of Directors and Supervisors
Save as disclosed in “Directors, Supervisors and Senior Management — Compensation of
Directors, Supervisors and Senior Management” and Note 8 to the Accountants’ Report as set out
in Appendix I to this prospectus, none of our Directors or Supervisors received other remuneration
or benefits in kind from our Company in respect of each of the financial years ended December 31,
2023, 2024 and 2025.
4. Agency Fees or Commissions Received
Save as disclosed in “Underwriting” and this appendix, none of the Directors, Supervisors or
any of the persons whose names are listed under “— D. Other Information — 9. Consents of
Experts” below had received any commissions, discounts, agency fee, brokerages or other special
terms in connection with the issue or sale of any capital of any member of our Group within the two
years immediately preceding the date of this prospectus.
5. Disclaimers
(1) Save as disclosed in “— D. Other Information — 6. Promoter” in this appendix, none
of our Directors, Supervisors or experts referred to under “— D. Other Information —
8. Qualification of Experts” below has any direct or indirect interest in the promotion of
our Company, or in any assets which have within the two years immediately preceding
the date of this prospectus been 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;
(2) None of our Directors or Supervisors is materially interested in any contract or
arrangement subsisting at the date of this prospectus which is significant in relation to
the business of our Group;
(3) Save as disclosed in “Substantial Shareholders” and “— 1. Disclosure of Interests” in
this appendix, taking no account of Shares which may be taken up under the Global
Offering, none of our Directors, Supervisors or chief executive is aware of any person
(not being a Director, Supervisor or chief executive of our Company) who will,
immediately following completion of the Global Offering, have an interest or short
position in the Shares or underlying shares of our Company which would fall to be
disclosed to our Company under the provisions of Divisions 2 and 3 of Part XV of SFO
or be interested, directly or indirectly, in 10% or more of the nominal value of any class
of share capital carrying rights to vote in all circumstances at general meetings of any
member of our Group; and
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-31 –


--- page 425 ---
(4) So far as is known to our Directors, none of our Directors, Supervisors, their respective
associates (as defined under the Listing Rules) or our Shareholders who are interested
in more than 5% of the issued share capital of our Company has any interest in the five
largest customers or the five largest suppliers of our Group.
D. OTHER INFORMATION
1. Estate Duty
Our Directors have been advised that no material liability for estate duty is likely to fall on
our Company or any of our subsidiaries.
2. Litigation
During the Track Record Period and up to the Latest Practicable Date, so far as our Directors
are aware, we were not engaged in any litigation, arbitration or claim of material importance and
no litigation, arbitration or claim of material importance was known to our Directors to be pending
or threatened by or against us, that would have a material adverse effect on our results of operations
or financial conditions, taken as a whole.
3. Sole Sponsor
The Sole Sponsor has declared its independence pursuant to Rule 3A.07 of the Listing Rules.
Our Company has entered into an engagement agreement with the Sole Sponsor, pursuant to which
our Company agreed to pay an aggregate of US$400,000 to the Sole Sponsor to act as the sponsor
to our Company in connection with the Listing.
The Sole Sponsor has made an application on our behalf to the Stock Exchange for the Listing
of, and permission to deal in, our H Shares. All necessary arrangements have been made to enable
the H Shares to be admitted into CCASS.
4. Compliance Advisor
We appointed First Shanghai Capital Limited as our compliance advisor effective upon the
Listing in compliance with Rules 3A.19 of the Listing Rules.
5. Preliminary Expenses
We have not incurred any material preliminary expenses.
6. Promoter
The promoters of our Company are Ms. Huang, Mr. Xie and Mr. Shen Xuehua ( ӏኪശ).
Within the two years immediately preceding the date of this prospectus, no cash, securities or other
benefit has been paid, allotted or given nor is any proposed to be paid, allotted or given to any
promoters in connection with the Global Offering and the related transactions described in this
prospectus.
7. Taxation of Holders of H Shares
The sale, purchase and transfer of H Shares are subject to Hong Kong stamp duty if such sale,
purchase and transfer is effected on the H Share register of members of our Company, including in
circumstances where such transaction is effected on the Stock Exchange. The current rate charged
on each of the purchaser and seller is 0.1% of the consideration of or, if higher, of the fair value
of our Shares being sold or transferred.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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8. Qualification of Experts
The following are the qualifications of the experts who have given opinion or advice which
are contained in this prospectus:
Name Qualifications
ICBC International Capital
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A licensed corporation to conduct Type 1 (dealing in
securities), Type 4 (advising on securities) and Type 6
(advising on corporate finance) of the regulated
activities as defined under the SFO
KPMG /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Certified Public Accountants and Public Interest Entity
Auditor registered in accordance with the Accounting
and Financial Reporting Council Ordinance
King & Wood /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Legal advisors to our Company as to PRC laws
King & Wood /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Legal advisors to our Company as to PRC data
compliance law
Loong & Y eung Solicitors /H1118/H1118/H1118/H1118/H1118/H1118Legal advisors to our Company as to Hong Kong laws
Raymond Legal Ltd /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Legal advisors to our Company as to the laws of
England and Wales
Nixon Peabody LLP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Legal advisors to our Company as to U.S. laws
Eldan Law LLP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Legal advisors to our Company as to Singapore laws
TsingLaw NY LLP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Legal advisors to our Company as to international
sanctions laws
Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Industry consultant
9. Consents of Experts
Each of ICBC International Capital Limited, KPMG, King & Wood, Loong & Y eung
Solicitors, Raymond Legal Ltd, Nixon Peabody LLP , Eldan Law LLP , TsingLaw NY LLP and Frost
& Sullivan (Beijing) Inc., Shanghai Branch Co. has given and has not withdrawn its written consent
to the issue of this prospectus with the inclusion of its report and/or letter and/or certificates and/or
legal opinion (as the case may be), which is made as of the date of this prospectus, and references
to its name included herein in the form and context in which it respectively appears.
None of the experts named above has any shareholding interest in our Company or any of our
subsidiaries or the right (whether legally enforceable or not) to subscribe for or to nominate persons
to subscribe for securities in our Company or any of our subsidiaries.
10. Bilingual Prospectus
The English language and Chinese language versions of this prospectus are being published
separately in reliance upon the exemption provided under Section 4 of the Companies Ordinance
(Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter
32L of the Laws of Hong Kong).
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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11. Binding Effect
This prospectus shall have the effect, if an application is made in pursuance hereof, of
rendering all persons concerned bound by all of the provisions (other than the penal provisions) of
sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance so
far as applicable.
12. Miscellaneous
(1) Within the two years immediately preceding the date of this prospectus:
(i) save as disclosed in “Share Capital — Our Share Capital,” “Structure of the Global
Offering — the Global Offering” and “— A. Further Information about Our Group
— 2. Changes in the Share Capital of Our Company” and “— 3. Changes in the
Share Capital of Our Subsidiaries” in this appendix, no share or loan capital of our
Company or any of our subsidiaries had been issued or agreed to be issued or
proposed to be fully or partly paid either for cash or a consideration other than
cash;
(ii) Save for in connection with the Underwriting Agreements as disclosed in
“Underwriting — Underwriting Arrangements and Expenses,” no commissions,
discounts, brokerages or other special terms had been granted or agreed to be
granted in connection with the issue or sale of any share or loan capital of our
Company or any of our subsidiaries; and
(iii) Save for in connection with the Underwriting Agreements as disclosed in
“Underwriting — Underwriting Arrangements and Expenses,” no commission had
been paid or payable for subscription, agreeing to subscribe, procuring
subscription or agreeing to procure subscription of any share in our Company or
any of our subsidiaries;
(2) No share or loan capital of our Company or any of our subsidiaries had been under
option or agreed conditionally or unconditionally to be put under option;
(3) Our Company has no outstanding convertible debt securities or debentures;
(4) Save as disclosed in “Regulatory Overview — Regulations Relating to Foreign
Exchange” and “Taxation and Foreign Exchange — Foreign Exchange” in Appendix III
to this prospectus, there is no restriction affecting the remittance of profits or
repatriation of capital by us into Hong Kong from outside Hong Kong;
(5) There are no founder, management or deferred shares nor any debentures in our
Company or any of our subsidiaries;
(6) Our Directors confirm that there has been no material adverse change in the financial or
trading position of our Group since December 31, 2025 (being the date to which the
latest audited consolidated financial statements of our Group were made up);
(7) There has not been any interruption in the business of our Group which may have or has
had a significant effect on the financial position of our Group in the 12 months preceding
the date of this prospectus;
(8) All necessary arrangements have been made to enable the H Shares to be admitted to
CCASS;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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(9) No company within our Group is listed on any stock exchange or traded on any trading
system and at present, and our Group is not seeking or proposing to seek any listing of,
or permission to deal in, the share or loan capital of our Company on any other stock
exchange;
(10) Our Company is a joint stock company with limited liability and is subject to the PRC
Company Law; and
(11) There is no arrangement under which future dividends are waived or agreed to be
waived.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to the copy of this prospectus delivered to the Registrar of Companies
in Hong Kong for registration were, among other documents:
(a) the written consents referred to in the section headed “Statutory and General Information
— D. Other Information — 9. Consents of Experts” in Appendix VI to this prospectus;
and
(b) a copy of the material contract referred to in the section headed “Statutory and General
Information — B. Further Information about Our Business — 1. Summary of Material
Contract” in Appendix VI to this prospectus.
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be available on display on the website of the Stock
Exchange at www.hkexnews.hk and our website at www.deepzero.com during a period of 14 days
from the date of this prospectus:
(a) the Articles of Association;
(b) the Accountants’ Report from KPMG, the text of which is set out in Appendix I to this
prospectus;
(c) the report on unaudited pro forma financial information of our Group from KPMG, the
text of which is set out in Appendix II to this prospectus;
(d) the audited consolidated financial statements of our Group for the financial years ended
December 31, 2023, 2024 and 2025;
(e) the legal opinion issued by King & Wood, our PRC Legal Advisors, in respect of certain
aspects of our Group in the PRC;
(f) the legal opinion issued by King & Wood, our PRC Legal Advisors relating to data
compliance, in respect of PRC data compliance law;
(g) the legal opinion issued by Loong & Y eung Solicitors, our legal advisors as to Hong
Kong laws;
(h) the legal opinion issued by Raymond Legal Ltd, our legal advisors as to the England and
Wales laws;
(i) the legal opinion issued by Nixon Peabody LLP , our legal advisors as to the U.S. laws;
(j) the legal opinion issued by Eldan Law LLP , our legal advisors as to Singapore laws;
(k) the legal opinion issued by TsingLaw NY LLP , our legal advisors as to international
sanctions laws;
(l) the industry report issued by Frost & Sullivan from which information in the section
headed “Industry Overview” of this prospectus is extracted;
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR
OF COMPANIES IN HONG KONG AND ON DISPLAY
– VII-1 –


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(m) the material contract referred to in “Statutory and General Information — B. Further
Information about Our Business — 1. Summary of Material Contract” in Appendix VI
to this prospectus;
(n) the service contracts and letters of appointment referred to in “Statutory and General
Information — C. Further Information about our Directors, Supervisors and Substantial
Shareholders — 2. Particulars of Service Contracts and Letters of Appointment” in
Appendix VI to this prospectus;
(o) the written consents referred to in “Statutory and General Information — D. Other
Information — 9. Consents of Experts” in Appendix VI to this prospectus; and
(p) the PRC Company Law, PRC Securities Law and Overseas Listing Trial Measures
together with their unofficial English translation.
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR
OF COMPANIES IN HONG KONG AND ON DISPLAY
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北京深演智能科技股份有限公司
Beijing DeepZero T echnology Co., Ltd.
