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Stock Code : 6090
(Incorporated in the Cayman Islands with limited liability)
GLOBAL
OFFERING
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers


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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.
BUTONG GROUP
ʔΝණྠ
(Incorporated in the Cayman Islands with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the Global
Offering
: 10,980,900 Offer Shares (subject to the Over-
allotment Option)
Number of Hong Kong Offer Shares : 1,098,100 Offer Shares (subject to reallocation)
Number of International Offer Shares : 9,882,800 Offer Shares (subject to reallocation
and the Over-allotment Option)
Maximum Offer Price : HK$71.20 per Offer Share, plus brokerage of
1.0%, AFRC transaction levy of 0.00015%,
SFC transaction levy of 0.0027%, and Stock
Exchange trading fee of 0.00565% (payable
in full on application in Hong Kong dollars
and subject to refund)
Nominal value : US$0.0001 per Offer Share
Stock code : 6090
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and
Joint Lead Managers
Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and
Joint Lead Manager
Joint Bookrunners and Joint Lead Managers
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility for the contents
of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the
whole or any part of the contents of this prospectus.
A copy of this prospectus, having attached thereto the documents specified in “Appendix V — Documents Delivered to the Registrar of Companies and Avai lable on Display,” has been
registered with the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordina nce. Neither the Securities
and Futures Commission nor the Registrar of Companies in Hong Kong takes any responsibility as to the contents of this prospectus or any other document s referred to above.
The Offer Price is expected to be determined by agreement between the Overall Coordinators (for themselves and on behalf of the Underwriters) and our C ompany on the Price
Determination Date. The Price Determination Date is expected to be on or around Friday, September 19, 2025 (Hong Kong time). The Offer Price will not be more than HK$71.20 per
Offer Share and is currently expected to be not less than HK$62.01 per Offer Share. If, for any reason, the Offer Price is not agreed by 12:00 noon on Frida y, September 19, 2025 (Hong
Kong time) between the Overall Coordinators (for themselves and on behalf of the Underwriters) and our Company, the Global Offering will not proceed a nd will lapse immediately.
Applicants for the Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$71.20 per Hong Kong Offer Share together wi th brokerage of 1.0%, AFRC
transaction levy of 0.00015%, SFC transaction levy of 0.0027%, and Stock Exchange trading fee of 0.00565%, subject to refund if the Offer Price is less than HK$71.20 per Hong Kong
Offer Share.
The Overall Coordinators (for themselves and on behalf of the Underwriters) may, where considered appropriate and with our consent, reduce the numbe r of Hong Kong Offer
Shares and/or the indicative Offer Price range below that stated in this prospectus at any time prior to the morning of the last day for lodging applicat ions under the Hong Kong
Public Offering. In such case, notice 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.butong.com as soon as practicable following the decision to make such reduction, and in any event not later than
the morning of the last day for lodging applications under the Hong Kong Public Offering. For more details, see “Structure of the Global Offering” and “ How to Apply for Hong
Kong Offer Shares.”
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure subscription for, the Hong K ong Offer Shares, are subject
to termination by the Overall Coordinators (for themselves and on behalf of the Underwriters) if certain events occur prior to 8:00 a.m. on the Listing Date. Please refer to “Underwriting”
for details of such circumstances.
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 in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applica ble U.S. state securities law. The Offer
Shares are being offered and sold only outside the United States in offshore transactions in accordance with 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 on the websites of the Stock Exchange ( www.hkexnews.hk ) and our Company ( www.butong.com ). If you require a printed copy of this prospectus, you
may download and print from the website addresses above.
IMPORTANT
September 15, 2025


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IMPORTANT NOTICE TO INVESTORS:
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong
Public Offering. We will not provide printed copies of this prospectus to the public
in relation to the Hong Kong Public Offering.
This prospectus is available on the website of the Stock Exchange at
www.hkexnews.hk under the “HKEXnews > New Listings > New Listing
Information” section, and our website at www.butong.com. If you require a printed
copy of this prospectus, you may download and print from the website addresses
above.
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
www.eipo.com.hk Investors who would like
to receive a physical
Share certificate. Hong
Kong Offer Shares
successfully applied
for will be allotted
and issued in your
own name.
From 9:00 a.m. on
Monday, September
15, 2025 to 11:30 a.m.
on Thursday,
September 18, 2025,
Hong Kong time. The
latest time for
completing full
payment of application
monies will be 12:00
noon on Thursday,
September 18, 2025,
Hong Kong time.
HKSCC EIPO
channel /H1118/H1118/H1118/H1118/H1118
Y our broker or custodian
who is a HKSCC
Participant will submit
an EIPO application on
your behalf through
HKSCC’s FINI system
in accordance with your
instruction.
Investors who would not
like to receive a
physical Share
certificate. Hong Kong
Offer Shares
successfully applied
for will be allotted
and issued in the name
of HKSCC Nominees,
deposited directly into
CCASS and credited
to your designated
HKSCC Participant’s
stock account.
Contact your broker or
custodian for the
earliest and latest time
for giving such
instructions, as this
may vary by broker or
custodian.
We will not provide any physical channels to accept any application for the Hong
Kong Offer Shares by the public. 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.
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.
See “How to Apply for Hong Kong Offer Shares” for further details on the
procedures through which you can apply for the Hong Kong Offer Shares electronically.
IMPORTANT
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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.
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 the Hong Kong Offer
Shares.
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.
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
100 7,191.80 1,500 107,877.07 8,000 575,344.41 90,000 6,472,624.68
200 14,383.60 2,000 143,836.10 9,000 647,262.47 100,000 7,191,805.20
300 21,575.42 2,500 179,795.14 10,000 719,180.52 150,000 10,787,707.80
400 28,767.22 3,000 215,754.16 20,000 1,438,361.05 200,000 14,383,610.40
500 35,959.02 3,500 251,713.18 30,000 2,157,541.55 250,000 17,979,513.00
600 43,150.82 4,000 287,672.21 40,000 2,876,722.08 300,000 21,575,415.60
700 50,342.64 4,500 323,631.23 50,000 3,595,902.60 350,000 25,171,318.20
800 57,534.45 5,000 359,590.25 60,000 4,315,083.12 400,000 28,767,220.80
900 64,726.25 6,000 431,508.31 70,000 5,034,263.65 500,000 35,959,026.00
1,000 71,918.05 7,000 503,426.37 80,000 5,753,444.15 549,000
(1) 39,483,010.55
Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for.
(2) The amount payable is inclusive of brokerage, AFRC transaction levy, SFC transaction levy, and Stock
Exchange trading fee. If your application is successful, brokerage will be paid to the Exchange Participants (as
defined in the Listing Rules) and AFRC transaction levy, SFC transaction levy, and Stock Exchange trading
fee will be paid to the Stock Exchange (in the case of AFRC transaction levy, collected by the Stock Exchange
on behalf of the AFRC; and in the case of SFC transaction levy, collected by the Stock Exchange on behalf
of the SFC).
No application for any other number of the Hong Kong Offer Shares will be considered
and any such application is liable to be rejected.
IMPORTANT
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If there is any change in the following expected timetable of the Hong Kong Public
Offering, we will issue an announcement in Hong Kong to be published on the websites
of the Stock Exchange at www.hkexnews.hk and our Company at www.butong.com .
Hong Kong Public Offering commences ....................... .9:00 a.m. on Monday,
September 15, 2025
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,
September 18, 2025
Application lists open (3) .................................. 1 1:45 a.m. on Thursday,
September 18, 2025
Latest time for (a) completing payment of
White Form eIPO applications by effecting
internet banking transfer(s) or PPS payment
transfer(s) and (b) giving electronic application
instructions to HKSCC
(4) ............................. .12:00 noon on Thursday,
September 18, 2025
If you are 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, 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 close (3) ................................ .12:00 noon on Thursday,
September 18, 2025
Expected Price Determination Date (5) ................. o no r before 12:00 noon, Friday,
September 19, 2025
Announcement of the final Offer Price, the
level of indications of interest in the
International Offering, the level of the
applications in the Hong Kong Public
Offering and the basis of allocation of the
Hong Kong Offer Shares to be published
on our website at www.butong.com
(6)
and the website of the Stock Exchange
at www.hkexnews.hk ................................ a to r before 11:00 p.m. on
Monday, September 22, 2025
EXPECTED TIMETABLE (1)
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The results of allocations in the Hong Kong Public Offering (with successful applicants’
identification document numbers, where appropriate) to be available through a variety of
channels, including:
 in the announcement to be posted on our website
and the website of the Stock Exchange
at www.butong.com and
www.hkexnews.hk , respectively .................a to r before 11:00 p.m. on
Monday, September 22, 2025
 From the designated results of allocations at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment ) with a
“search by ID” function from ....................... 1 1:00 p.m. on Monday,
September 22, 2025 to
12:00 midnight Sunday,
September 28, 2025
 from the allocation results telephone enquiry line
by calling +852 2862 8555 between 9:00 a.m.
and 6:00 p.m. from ........................ T uesday, September 23, 2025 to
Friday, September 26, 2025
Share certificates in respect of wholly or
partially successful applications pursuant to
the Hong Kong Public Offering to be dispatched
or deposited into CCASS on or before
(7)(9) ............. .Monday, September 22, 2025
White Form e-Refund payment
instructions/refund cheque in respect of wholly
or partially unsuccessful applications pursuant
to the Hong Kong Public Offering to be dispatched
on or before
(8)(9) .................................. T uesday, September 23, 2025
Dealings in Shares on the Stock Exchange
expected to commence at ................................ .9:00 a.m. on Tuesday,
September 23, 2025
Notes:
(1) All dates and times refer to Hong Kong local dates and times, except as otherwise stated. Details of the
structure of the Global Offering, including conditions of the Hong Kong Public Offering, are set forth in
“Structure of the Global Offering.”
(2) If you have already submitted your application through the designated website at www.eipo.com.hk 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. Y ou will not be permitted to submit
your application through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day for
submitting applications.
EXPECTED TIMETABLE (1)
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(3) If there is/are a tropical cyclone warning signal number 8 or above, or 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, September 18, 2025, the application lists will not open or close on that day.
See “How to Apply for Hong Kong Offer Shares — E. Bad Weather Arrangements” for details.
(4) Applicants who apply for the Hong Kong Offer Shares by giving electronic application instructions to
HKSCC via FINI 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 about Friday, September 19, 2025. If, for any reason,
the Offer Price is not agreed between the Overall Coordinators (for themselves and on behalf of the
Underwriters) and us on or before 12:00 noon on Friday, September 19, 2025, the Global Offering will not
proceed and will lapse.
(6) None of the website or any of the information contained on the website forms part of this prospectus.
(7) The Share certificates will only become valid evidence of title provided that the Global Offering has become
unconditional in all respects and neither of the Hong Kong Underwriting Agreement nor the International
Underwriting Agreement is terminated in accordance with its respective terms prior to 8:00 a.m. on the Listing
Date. The Listing Date is expected to be on or about Tuesday, September 23, 2025. Investors who trade the
Shares on the basis of publicly available allocation details prior to the receipt of Share certificates or prior to
the Share certificates becoming valid evidence of title do so entirely at their own risk.
(8) White Form e-Refund payment instructions/refund cheque will be issued in respect of wholly or partially
unsuccessful applications. Part of the applicant’s identification document number, or, if the application is made
by joint applicants, part of the identification document number of the first-named applicant, provided by the
applicant(s) may be printed on the refund cheque, if any. Such data would also be transferred to a third party
for refund purposes. Banks may require verification of an applicant’s identification document number before
encashment of the refund cheque. Inaccurate completion of an applicant’s identification document number may
invalidate or delay encashment of the refund cheque.
(9) 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. Despatch/Collection of Share Certificates and Refund of
Application Monies.”
Applicants who have applied through the White Form eIPO service and paid their applications monies
through single bank accounts may have refund monies (if any) dispatched to the bank account in the form of
e-Auto 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 cheque in favour 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. Despatch/Collection of
Share Certificates and Refund of Application Monies.”
The above expected timetable is a summary only. For 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” for details, respectively.
If the Global Offering does not become unconditional or is terminated in accordance with
its terms, the Global Offering will not proceed. In such a case, the Company will publish an
announcement as soon as practicable thereafter.
Distribution of this prospectus into any jurisdiction other than Hong Kong may be
restricted by law. Persons who come into possession of this prospectus (including, without
limitation, agents, custodians, nominees and trustees) should inform themselves of, and
observe, any such restrictions. Any failure to comply with such restrictions may constitute a
violation of the securities laws of any such jurisdiction.
EXPECTED TIMETABLE (1)
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IMPORTANT NOTICE TO PROSPECTIVE INVESTORS
This prospectus is issued by our Company solely in connection with the Hong Kong
Public Offering and the Hong Kong Offer Shares and does not constitute an offer to sell
or a solicitation of an offer to buy any security other than the Hong Kong Offer Shares
offered by this prospectus pursuant to the Hong Kong Public Offering. This prospectus
may not be used for the purpose of making, and does not constitute, an offer or invitation
in any other jurisdiction or in any other circumstances. No action has been taken to
permit a public offering of the Hong Kong Offer Shares in any jurisdiction other than
Hong Kong and no action has been taken to permit the publication of this prospectus in
any jurisdiction other than Hong Kong. The publication of this prospectus for purposes
of a public offering and the offering and sale of the Hong Kong Offer Shares in other
jurisdictions are subject to restrictions and may not be made except as permitted under
the applicable securities laws of such jurisdictions pursuant to registration with or
authorization by the relevant securities regulatory authorities or an exemption therefrom.
You should rely only on the information contained in this 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 contained nor made in this prospectus must not be relied on by you as having been
authorized by our Company, the Joint Sponsors, the Overall Coordinators, the Sponsor-
Overall Coordinators, the Capital Market Intermediaries, the Joint Global Coordinators,
the Joint Bookrunners, the Joint Lead Managers, the Underwriters, any of our or their
respective affiliates, directors, officers, employees, advisors, agents or representatives or
any other persons or parties involved in the Global Offering.
Page
Expected Timetable ................................................. i v
Contents .......................................................... v i i
Summary ......................................................... 1
Definitions ........................................................ 3 2
Glossary of Technical Terms ......................................... 4 6
Forward-Looking Statements ......................................... 5 0
Risk Factors ...................................................... 5 2
Waivers from Strict Compliance with the Listing Rules .................... 1 0 4
CONTENTS
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Information about this Prospectus and the Global Offering ................ 1 0 9
Directors and Parties Involved in the Global Offering ..................... 1 1 3
Corporate Information .............................................. 1 1 9
Industry Overview ................................................. 1 2 2
Regulatory Overview ............................................... 1 4 3
History, Reorganization and Corporate Structure ........................ 1 6 8
Business .......................................................... 1 9 0
Relationship with Our Controlling Shareholders ......................... 2 8 9
Share Capital ..................................................... 2 9 3
Substantial Shareholders ............................................ 2 9 6
Cornerstone Investors ............................................... 2 9 8
Directors and Senior Management ..................................... 3 0 6
Financial Information ............................................... 3 1 7
Future Plans and Use of Proceeds ..................................... 3 8 3
Underwriting ...................................................... 3 9 1
Structure of the Global Offering ...................................... 4 0 5
How to Apply for Hong Kong Offer Shares ............................. 4 1 6
Appendix I Accountants’ Report .................................. I - 1
Appendix II Unaudited Pro Forma Financial Information ............... II-1
Appendix III Summary of the Constitution of Our Company and Cayman
Islands Company Laws .............................. III-1
Appendix IV Statutory and General Information ....................... I V - 1
Appendix V Documents Delivered to the Registrar of Companies and
Available on Display ................................. V - 1
CONTENTS
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This summary aims to give you an overview of the information contained in this
prospectus. As this is a summary, it does not contain all the information that may be
important to you and is qualified in its entirety by, and should be read in conjunction
with, the more detailed information appearing elsewhere in this prospectus. You should
read the entire prospectus before you decide to invest in the Hong Kong Offer Shares.
There are risks associated with any investment. Some of the particular risks in
investing in the Hong Kong Offer Shares are set out in “Risk Factors.” You should read
that section carefully before you decide to invest in the Hong Kong Offer Shares.
OVERVIEW
Who We Are
We are a China-based company specializing in the design and sale of nursery products.
BeBeBus, our first brand introduced in 2019, has become a renowned brand in China’s nursery
product market, serving mid- to high-end consumers. Within five years, BeBeBus has carved
out a space by competing in the mid- to high-end segment, which accounted for 23.6% of the
total nursery product market in 2024. According to Frost & Sullivan, BeBeBus ranked second
among China’s nursery product brands in terms of GMV of mid- to high-end nursery products
in 2024, with a market share of 4.2%, affirming our strong foothold and performance in the
market.
We have established a proven growth model by initially entering into nursery product
segments such as strollers, car seats, cribs and highchairs, that are characterized by product
complexity, strong demand and high transaction value. This strategy allows us to rapidly gain
recognition from our target users for both our product excellence and premium brand image,
setting the stage for expansion into a wider range of product categories. By introducing
additional product types that align with various parenting needs, we have diversified our
revenue streams while further cementing the strength of our brand. We believe our established
growth model provides a robust foundation for our sustained success in the future, allowing us
to adapt and thrive in an ever-evolving marketplace.
We achieved strong financial growth throughout the Track Record Period. We recorded
revenue of RMB507.2 million, RMB852.1 million, RMB1,248.9 million, RMB581.9 million
and RMB725.8 million, in 2022, 2023 and 2024 and the six months ended June 30, 2024 and
2025, respectively. Our gross profit was RMB241.8 million, RMB427.3 million, RMB629.1
million, RMB292.3 million and RMB358.5 million, respectively, with a gross profit margin of
47.7%, 50.2%, 50.4%, 50.2% and 49.4% in the same years/periods. Our adjusted net profit for
the year/period (non-HKFRS measure) was RMB9.8 million, RMB59.2 million, RMB110.9
million, RMB44.9 million and RMB78.0 million, in 2022, 2023 and 2024 and the six months
ended June 30, 2024 and 2025, respectively. Additionally, our EBITDA (non-HKFRS measure)
was RMB33.4 million, RMB109.4 million, RMB164.4 million, RMB80.0 million and
SUMMARY
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RMB111.1 million in 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025,
respectively, with adjusted EBITDA (non-HKFRS measure) of RMB38.8 million, RMB115.9
million, RMB191.4 million, RMB84.0 million and RMB128.0 million in the same
years/periods.
Our Nursery Product Portfolio
We began with nursery products, an essential category for the well-being of families.
BeBeBus caters to new generations of parents who embrace independence, smart design and
practical functionality. Through focusing on their preferences and priorities, we develop
nursery products that enhance everyday parenting moments shared with their beloved little
ones by blending thoughtful design and cross-industry expertise into our distinctive style and
quality.
Starting with our core products — strollers, car seats, cribs and highchairs, BeBeBus’s
nursery product portfolio has grown to meet the needs of essential parenting scenarios, from
traveling and sleeping to feeding and caring. The table below sets forth the product portfolio
of BeBeBus:
Product Category Product Type Image of Select Products
Travel Gear /H1118/H1118/H1118/H1118Stroller
Car Seat (1)
Baby Carrier
Sleep Gear /H1118/H1118/H1118/H1118/H1118Crib
Pajama
Pillow
SUMMARY
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Product Category Product Type Image of Select Products
Feeding Gear /H1118/H1118/H1118Highchair (1)
Tableware
Baby Care
Product /H1118/H1118/H1118/H1118/H1118/H1118
Diaper (2)
Wipe
Notes:
(1) During the Track Record Period, we produced all of our car seats and a portion of our highchairs
in-house, with certain processes outsourced to third-party manufacturers. For other products, such as
strollers, accessories, cribs, baby carriers, pajamas, pillows and baby care products, we outsourced the
complete production.
(2) We offer different sales units for diapers across online and offline channels. We typically sell diapers
by case online and by box offline, with each box containing four cases and each case containing four
to six packs, depending on the product series and specifications.
SUMMARY
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The following table sets forth a breakdown of revenue, gross profit and gross profit margin by product type for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin
%%%%%% %%%%
(RMB in thousands, except percentages)
(unaudited)
Travel Gear
Strollers and
accessories /H1118/H1118/H1118/H1118124,720 24.6 55,692 44.7 165,842 19.5 80,051 48.3 238,142 19.1 114,791 48.2 115,628 19.9 54,631 47.2 112,661 15.5 54,261 48.2
Car seats /H1118/H1118/H1118/H1118/H1118/H1118140,767 27.8 60,980 43.3 188,015 22.1 90,842 48.3 207,407 16.6 93,039 44.9 91,153 15.7 39,964 43.8 98,993 13.6 44,652 45.1
Baby carriers /H1118/H1118/H1118/H111859,216 11.7 34,621 58.5 120,364 14.1 73,846 61.4 125,082 10.0 78,775 63.0 65,666 11.3 41,228 62.8 46,113 6.4 28,580 62.0
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118324,703 64.1 151,293 46.6 474,221 55.7 244,739 51.6 570,631 45.7 286,605 50.2 272,447 46.9 135,823 49.9 257,767 35.5 127,493 49.5
Sleep Gear /H1118/H1118/H1118/H1118/H1118124,772 24.6 66,479 53.3 135,860 15.9 77,075 56.7 223,456 17.9 133,053 59.5 96,994 16.7 59,338 61.2 98,878 13.6 59,100 59.8
Feeding Gear /H1118/H1118/H111815,543 3.1 7,672 49.4 41,006 4.8 26,702 65.1 66,521 5.3 41,237 62.0 34,069 5.9 21,331 62.6 62,274 8.6 38,571 61.9
Baby Care
products /H1118/H1118/H1118/H1118/H111842,184 8.2 16,337 38.7 201,016 23.6 78,823 39.2 388,267 31.1 168,159 43.3 178,353 30.5 75,805 42.5 306,893 42.3 133,322 43.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118507,202 100.0 241,781 47.7 852,103 100.0 427,339 50.2 1,248,875 100.0 629,054 50.4 581,863 100.0 292,297 50.2 725,812 100.0 358,486 49.4
SUMMARY
–4–


--- page 14 ---
During the Track Record Period, the significant growth in baby care products was
primarily driven by the strategic expansion of our online sales channels and an enriched
product portfolio. In 2022, 2023 and 2024 and the six months ended June 30, 2025, we
partnered with six, six, seven and nine e-commerce platforms respectively. On these platforms,
we maintained seven, eight, nine and 14 self-operated stores, as well as one, one, two and two
platform-operated stores during the same periods. Additionally, the number of SKUs of baby
care products increased from 142 in 2022 to 188 in 2023, further to 254 in 2024, and reached
290 in the six months ended June 30, 2025. We are strategically broadening our fast-moving
baby care product portfolio to complement our durable nursery offerings, which not only drives
recurring revenue but also accelerates our inventory turnover and supports stronger cash flow.
While baby care product sales have grown significantly during the Track Record Period, this
does not indicate a shift in our business focus from durable nursery products to consumables.
All of our product lines synergize to support our commitment of delivering high-quality
products and driving long-term growth.
The following table sets forth a breakdown of sales volume and average selling prices by
product type for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
Travel Gear
Strollers and
accessories /H1118/H1118/H1118/H1118/H111872 1,974 123 1,526 180 1,492 89 1,476 88 1,444
Car seats /H1118/H1118/H1118/H1118/H1118/H1118/H111884 1,894 110 1,926 115 2,052 53 1,936 51 2,183
Baby carriers /H1118/H1118/H1118/H1118/H1118151 444 324 420 337 419 179 415 119 438
Sleep Gear
Cribs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 3,267 19 3,020 29 3,127 14 3,074 15 3,253
Pajamas /H1118/H1118/H1118/H1118/H1118/H1118/H1118148 230 193 249 267 254 87 220 97 213
Pillows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113 219 194 249 354 269 183 267 163 257
Feeding Gear
Highchairs /H1118/H1118/H1118/H1118/H1118/H11185 1,509 4 1,280 16 742 8 745 4 730
Tableware /H1118/H1118/H1118/H1118/H1118/H111863 153 275 151 375 170 200 162 404 167
Baby Care Products
Diapers
(2) /H1118/H1118/H1118/H1118/H1118/H1118/H111819,117 2 96,769 2 193,701 2 90,459 2 155,277 2
Wipes (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118372 11 763 11 1,595 11 750 11 1,126 10
SUMMARY
–5–


--- page 15 ---
Notes:
(1) Average selling price represents the average price (tax-inclusive) at which products are sold through online and
offline channels, and it includes both the wholesale prices to distributors and key accounts as well as the retail
prices to consumers. The discrepancy between the product of sales volume and average selling price and
revenue is due to the fact that the former figures are tax-inclusive, whereas the latter reflects tax-exclusive
amounts.
(2) The average selling price of diapers is calculated on a per-piece basis.
(3) The average selling price of wipes is calculated on a per-pack basis.
Each BeBeBus product is infused with the brand’s defining characteristics, designed to
provide families with an enjoyable and user-centric experience.
 Thoughtful designs. BeBeBus is among the first in the world to launch intelligent
car seats for children, according to Frost & Sullivan. This car seat incorporates a
smart system that rotates automatically when the car door opens, making it easier for
parents to place their little ones in and out of the seat. With 360° intelligent sensing,
the car seat automatically adjusts its angle when a child falls asleep, minimizing
stress on the neck and head to safe levels. The smart alert feature, connected via a
mobile app, reminds parents if a child remains in the vehicle. Additionally, our Art+
stroller and Soft+ pillow have been certified by the International Chiropractors
Association for their effective spine protection designs. These are just few examples
of our commitment to innovation, which is further evidenced by the number of
patents we secured. As of June 30, 2025, we had 200 registered patents in China and
17 internationally. We believe our product design and development capabilities are
our core competitive edge that will drive our future growth.
 Cross-industry expertise. Our product development team consists of a group of
diversified design specialists unified by an interdisciplinary mindset to add value
through innovation. They draw inspirations from various sectors, including
automotive, consumer electronics, industrial, aviation and beyond. For instance, we
utilize a diverse array of raw materials that go beyond the standard options found in
nursery products. Our car seats feature Cobra memory cotton, which is typically
found in automotive seating, providing enhanced shock resistance, responsive
support and long-lasting durability. We also employ waterproof, easy-care fabrics
that are used in the automotive industry for quick and effortless cleanup. Similarly,
our stroller frames crafted from aviation-grade magnesium alloy offer strength
without adding weight.
 Distinctive aesthetics. Our minimalist BeBeBus logo embodies the colorful joy and
creativity of childhood which define our design aesthetic. Our designs have earned
a number of recognitions worldwide, including the Red Dot Award in 2021 and the
Contemporary Good Design Winner Award in 2020.
SUMMARY
–6–


--- page 16 ---
 Premium positioning. We strategically position BeBeBus as a premium brand,
primarily captivating mid- to high-end families who value quality, functionality and
aesthetics over cost. Through deep understanding of our target users, we design,
develop and produce products that meet their high expectations in every detail. For
each year/period during the Track Record Period, the average transaction value for
orders of at least one core product remained above RMB2,400.
Our Sales Network
During the Track Record Period, we generated substantially all our revenue from the
PRC. We sell our products through an extensive and diverse sales network integrating offline
and online channels to reach a wide range of consumers.
 Our online channels cover (i) our self-operated stores on Tmall, JD.com, Douyin,
VIP .com, Pinduoduo and Kuaishou , (ii) platform-operated stores on JD.com and
VIP .com, and (iii) private domain platforms, including Weixin mini program and
Weixin channels, where we have direct access to and control over consumer
interactions and operations. Our membership program is a key strategy for fostering
long-term relationships with our users. As of June 30, 2025, we have approximately
3.5 million members across all online channels.
 Our offline channels mainly comprise (i) distributors, (ii) key accounts, and (iii) our
interactive store.
SUMMARY
–7–


--- page 17 ---
The following table sets forth a breakdown of revenue, gross profit and gross profit margin by sales channel for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin
%%%%%% %%%%
(RMB in thousands, except percentages)
(unaudited)
Online Channels (1)
Self-operated store /H1118349,771 69.0 175,046 50.0 498,741 58.5 271,763 54.5 677,144 54.2 382,208 56.4 330,036 56.7 189,844 57.5 359,926 49.6 203,162 56.4
Platform-operated
store /H1118/H1118/H1118/H1118/H1118/H111858,347 11.5 29,735 51.0 97,733 11.5 50,105 51.3 163,768 13.1 82,030 50.1 57,549 9.9 27,134 47.1 115,371 15.9 60,305 52.3
Private domain /H1118/H1118/H11188,759 1.7 3,383 38.6 40,027 4.7 14,978 37.4 95,839 7.7 40,491 42.2 44,602 7.7 19,982 44.8 56,263 7.7 23,369 41.5
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118416,877 82.2 208,164 49.9 636,501 74.7 336,846 52.9 936,751 75.0 504,729 53.9 432,187 74.3 236,960 54.8 531,560 73.2 286,836 54.0
Offline Channels
Distributor /H1118/H1118/H1118/H1118/H111855,800 11.0 21,387 38.3 132,398 15.5 54,916 41.5 199,028 15.9 78,292 39.3 95,066 16.3 30,685 32.3 137,508 19.0 47,563 34.6
Key account /H1118/H1118/H1118/H111834,525 6.8 12,230 35.4 82,310 9.7 35,430 43.0 111,415 9.0 45,087 40.5 53,760 9.2 24,179 45.0 56,029 7.7 23,672 42.2
Interactive store /H1118/H1118/H1118 – – – – 894 0.1 147 16.4 1,681 0.1 946 56.3 850 0.2 473 55.6 715 0.1 415 58.0
Subtotal /H1118/H1118/H1118/H1118/H1118/H111890,325 17.8 33,617 37.2 215,602 25.3 90,493 42.0 312,124 25.0 124,325 39.8 149,676 25.7 55,337 37.0 194,252 26.8 71,650 36.9
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118507,202 100.0 241,781 47.7 852,103 100.0 427,339 50.2 1,248,875 100.0 629,054 50.4 581,863 100.0 292,297 50.2 725,812 100.0 358,486 49.4
Note:
(1) For online channels, our self-operated stores and private domains sell products directly to consumers, whereas for platform-operated stores, w e sell products to the platforms
first, and they then sell them to consumers.
SUMMARY
–8–


--- page 18 ---
The following table sets forth a breakdown of sales volume and average selling prices of
our strollers by sales channel for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
Online Channels
Self-operated store /H1118/H1118/H1118 53 2,055 58 1,730 73 1,793 39 1,756 31 1,781
Platform-operated store /H1118 7 1,981 17 1,424 23 1,486 7 1,376 12 1,479
Private domain /H1118/H1118/H1118/H11180.1 1,456 1 1,401 1 1,623 0.4 1,600 0.4 1,594
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860 2,045 76 1,657 96 1,720 47 1,697 44 1,696
Offline Channels
Distributors /H1118/H1118/H1118/H1118/H1118/H11187 1,511 26 1,302 47 1,183 27 1,098 20 1,228
Key account /H1118/H1118/H1118/H1118/H1118/H11185 1,752 21 1,323 37 1,284 15 1,462 24 1,158
Interactive store /H1118/H1118/H1118/H1118 – – 0.2 1,932 0.3 2,044 0.2 2,085 0.1 1,863
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 1,618 47 1,314 84 1,230 42 1,227 44 1,192
Note:
(1) Average selling price represents the average price (tax-inclusive) at which products are sold through
designated channel.
The following table sets forth a breakdown of sales volume and average selling prices of
our car seats by sales channel for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
Online Channels
Self-operated store /H1118/H1118/H1118 45 1,888 49 2,049 53 2,163 24 2,076 22 2,268
Platform-operated store /H1118 13 1,774 16 1,759 20 2,025 6 1,990 11 2,207
Private domain /H1118/H1118/H1118/H11180.2 2,717 1 2,591 1 2,567 1 2,116 0.3 2,626
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858 1,865 65 1,984 74 2,130 31 1,975 33 2,251
Offline Channels
Distributors /H1118/H1118/H1118/H1118/H1118/H111813 1,855 20 1,591 17 1,679 9 1,639 7 1,974
Key account /H1118/H1118/H1118/H1118/H1118/H111813 2,062 25 2,041 24 2,078 13 2,049 11 2,106
Interactive store /H1118/H1118/H1118/H1118 – – 0.2 1,365 0.3 1,804 0.1 1,787 0.1 2,015
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 1,959 45 1,843 41 1,912 22 1,869 18 2,052
Note:
(1) Average selling price represents the average price (tax-inclusive) at which products are sold through
designated channel.
SUMMARY
–9–


--- page 19 ---
The following table sets forth a breakdown of sales volume and average selling prices of
our baby carriers by sales channel for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
Online Channels
Self-operated store /H1118/H1118/H1118 92 493 170 479 152 497 88 486 53 506
Platform-operated store /H1118 24 407 38 425 43 438 18 426 19 464
Private domain /H1118/H1118/H1118/H1118 2 297 2 374 2 369 1 330 1 444
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118117 473 210 468 197 483 107 475 73 495
Offline Channels
Distributors /H1118/H1118/H1118/H1118/H1118/H111833 341 89 345 93 321 51 301 25 374
Key account /H1118/H1118/H1118/H1118/H1118/H11181 423 25 279 47 345 21 388 21 333
Interactive store /H1118/H1118/H1118/H1118 – – 0.1 465 0.2 404 0.1 377 0.1 505
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 342 113 331 140 329 72 327 46 350
Note:
(1) Average selling price represents the average price (tax-inclusive) at which products are sold through
designated channel.
The following table sets forth a breakdown of sales volume and average selling prices of
our sleeping gear by sales channel for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
Online Channels
Self-operated store /H1118/H1118/H1118 234 480 260 427 412 437 187 434 173 445
Platform-operated store /H1118 33 412 58 278 105 300 44 268 55 312
Private domain /H1118/H1118/H1118/H1118 3 211 12 170 18 225 6 225 8 221
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118270 469 331 391 535 403 237 398 236 407
Offline Channels
Distributor /H1118/H1118/H1118/H1118/H1118/H1118/H111815 855 60 292 91 288 37 310 26 362
Key account /H1118/H1118/H1118/H1118/H1118/H11181 1,791 15 417 24 436 10 425 13 406
Interactive store /H1118/H1118/H1118/H1118 – – 0.3 745 1 744 0.2 1,157 0.3 875
Subtotal (2) /H1118/H1118/H1118/H1118/H1118/H1118/H111816 919 75 319 115 321 47 357 39 380
Notes:
(1) Average selling price represents the average price (tax-inclusive) at which products are sold through
designated channel.
SUMMARY
–1 0–


--- page 20 ---
(2) In 2022, we primarily sold cribs through our offline channels, resulting in a higher average selling price
compared to our online channels, where we also offered other products with lower prices such as pajamas and
pillows. Since 2023, we have expanded our offline product portfolio to include pajamas and pillows as well,
which led to a significant decrease in average selling price compared to 2022.
The following table sets forth a breakdown of sales volume and average selling prices of
our feeding gear by sales channel for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
Online Channels
Self-operated store /H1118/H1118/H1118 52 232 204 179 282 203 146 207 256 206
Platform-operated store /H1118 12 300 15 178 53 166 23 159 42 138
Private domain /H1118/H1118/H1118/H1118 3 258 20 169 13 261 7 105 6 184
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866 245 239 178 348 199 175 197 304 195
Offline Channels
Distributor /H1118/H1118/H1118/H1118/H1118/H1118/H11182 500 30 105 33 131 28 111 98 102
Key account (2) /H1118/H1118/H1118/H1118/H11180.2 1,746 9 65 10 148 5 174 6 101
Interactive store /H1118/H1118/H1118/H1118 – – 0.1 193 0.2 215 0.1 227 0.1 212
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 605 40 96 43 136 33 121 104 102
Notes:
(1) Average selling price represents the average price (tax-inclusive) at which products are sold through
designated channel.
(2) In 2022, we only sold highchairs through our key accounts, resulting in a higher average selling price
compared to other channels, where we also offered products with lower prices such as tableware. Since 2023,
we have also expanded the product portfolio through key accounts to include tableware products as well, which
led to a significant decrease in average selling price compared to 2022.
SUMMARY
–1 1–


--- page 21 ---
The following table sets forth a breakdown of sales volume and average selling prices of
our baby care products by sales channel for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
Sales
volume (1)
Average
selling
price (2)
Sales
volume (1)
Average
selling
price (2)
Sales
volume (1)
Average
selling
price (2)
Sales
volume (1)
Average
selling
price (2)
Sales
volume (1)
Average
selling
price (2)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
Online Channels
Self-operated store /H1118/H1118/H111813,783 2 59,016 2 93,195 2 40,019 2 56,920 3
Platform-operated store /H1118 1,319 2 10,407 2 35,817 2 13,707 2 26,749 2
Private domain /H1118/H1118/H1118/H11182,369 3 15,976 2 33,591 3 19,429 2 23,679 2
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,471 2 85,399 2 162,603 2 73,155 2 107,348 2
Offline Channels
Distributor (3) /H1118/H1118/H1118/H1118/H1118/H11182,018 2 11,850 3 31,736 3 17,836 2 48,496 2
Key account /H1118/H1118/H1118/H1118/H1118/H1118– – 244 2 918 2 177 2 524 2
Interactive store /H1118/H1118/H1118/H1118 –– 3 92 3 94 4 12 3 53
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,018 2 12,133 3 32,693 3 18,054 2 49,055 2
Notes:
(1) The sales volume of diapers is calculated on a per-piece basis, the sales volume of wipes is calculated on a
per-pack basis and the sales volume of other products is calculated on a per-unit basis.
(2) Average selling price represents the average price (tax-inclusive) at which products are sold through
designated channel.
(3) In 2023 and 2024, wipes accounted for a larger share of sales through distributors compared to online channels.
Given that the average selling price of wipes is higher than that of diapers, the overall average selling price
of baby care products was higher by the distributors channel compared to online channels in 2023 and 2024.
The following table sets forth other key operation and financial data for our sales network
for the years/periods indicated.
As of December 31, As of June 30,
2022 2023 2024 2025
Online Channels
Number of e-commerce
platforms /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118667 9
Number of self-operated stores /H1118/H1118 789 1 4
Number of platform-operated
stores /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118112 2
Number of private domain
platforms /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118111 1
Number of private domain stores 1 1 1 1
SUMMARY
–1 2–


--- page 22 ---
As of December 31, As of June 30,
2022 2023 2024 2025
Offline Channels
Number of third-party stores
operated by distributors or key
accounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118742 1,120 2,221 3,400
Number of distributors at the
end of the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856 85 145 155
Repurchase rate of durable nursery
products
(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188.10% 13.02% 13.73% 11.48%
Overall repurchase rate (2) /H1118/H1118/H1118/H1118/H1118/H1118/H111820.10% 31.01% 40.91% 40.23%
Notes:
(1) The repurchase rate of durable nursery products in a given year/period is calculated as the number of
customers who purchased any durable nursery product (including our core products and baby carriers)
once during the indicated year/period and also made another purchase for any durable nursery product
for at least once from the beginning of the Track Record Period to the end of the indicated year/period,
divided by the number of customers who have purchased any durable nursery product during the
indicated year/period. This rate is calculated based on the data derived from our private domain and
self-operated stores on e-commerce platforms.
(2) The overall repurchase rate in a given year/period is calculated as the number of customers who for at
least once purchased any product once during the indicated year/period and also made another purchase
for any product once or more from the beginning of the Track Record Period to the end of the indicated
year/period, divided by the number of customers who have purchased any product during the indicated
year/period. This rate is calculated based on the data derived from our private domain and self-operated
stores on e-commerce platforms.
Our Production Facilities
Our manufacturing strategy focuses on combining in-house production with outsourced
processes, which allow us to align our core manufacturing capabilities with cost-effectiveness
and operational flexibility.
To maintain high efficiency and meet rigorous quality standards, we collaborate with
trusted third-party manufacturers for some product lines. During the Track Record Period, we
produced all of our car seats and a portion of our highchairs in-house, with certain processes
outsourced to third-party manufacturers. For other products, such as strollers, cribs, baby
carriers, pajamas, pillows, baby care products and accessories, the complete production is
outsourced.
SUMMARY
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The following table sets forth a breakdown of the output volume and percentage of our
products which are self-manufactured and outsourced to third-party manufacturers for the
years/periods indicated.
For the Y ear Ended December 31, For the Six months ended June 30,
2022 2023 2024 2024 2025
Output
volume
(unit) %
Output
volume
(unit) %
Output
volume
(unit) %
Output
volume
(unit) %
Output
volume
(unit) %
Car seats
Self-manufactured /H1118/H1118/H1118/H1118109,453 100.0 121,173 100.0 123,888 100.0 51,495 100.0 42,335 100.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,453 100.0 121,173 100.0 123,888 100.0 51,495 100.0 42,335 100.0
Highchairs
Self-manufactured /H1118/H1118/H1118/H1118 – – 3,098 57.7 16,301 94.3 8,389 92.7 1,891 79.7
Third-party
manufacturers /H1118/H1118/H1118/H1118/H11185,562 100.0 2,273 42.3 990 5.7 660 7.3 483 20.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,562 100.0 5,371 100.0 17,291 100.0 9,049 100.0 2,374 100.0
During the Track Record Period, we have witnessed a steady growth in our sales. In 2024,
our sales volumes reached approximately 115,000 units of car seats, 180,000 units of strollers,
29,000 units of cribs, and 16,000 units of highchairs. In the six months ended June 30, 2025,
our sales volumes reached approximately 51,000 units of car seats, 88,000 units of strollers,
15,000 units of cribs and 4,000 units of highchairs. See “Business — Overview — Our Nursery
Product Portfolio” for details. We anticipate a continuous increase in demand for our products
in the foreseeable future. See “Industry Overview — Overview of China’s Durable Nursery
Product Industry” for details. To seize market opportunities and strengthen our market position,
we decided to construct a new production facility to further enhance the high quality of our
products and meet the projected needs for our offerings. See “Business — Production and
Supply Chain Management — Production Facilities — Production Facility Under
Construction” for details.
We maintain stringent control over outsourced manufacturing by providing detailed
design specifications and manufacturing standards, covering packaging, appearance, physical
properties and chemical properties. Additionally, we hold key patents and technologies related
to the production, further strengthening our control over the manufacturing process. See
“Business — Production and Supply Chain Management” for details.
SUMMARY
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Our Customers
Our customers consist of consumers and business customers. In 2022, 2023 and 2024 and
the six months ended June 30, 2025, our top five customers in each period during the Track
Record Period accounted for 25.0%, 31.7%, 32.6% and 33.9% of our total revenue for the
respective periods. See “Business — Customers” for details.
For our online business, we sell products through e-commerce platforms such as Tmall,
JD.com , Douyin , VIP .com, Pinduoduo and Kuaishou , and private domain platforms such as
Weixin mini program and Weixin channels. We operate our own stores on Tmall , JD.com ,
Douyin , VIP .com, Pinduoduo and Kuaishou , selling our products directly to consumers. We
also sell through platform-owned stores, such as stores operated by JD.com and VIP .com.
Additionally, we engage the KOLs to promote our products through live-streaming, and these
KOLs charge a commission based on sales generated from their promotional efforts. In addition
to e-commerce platforms, we have launched our Weixin mini program and Weixin channels,
which function as a self-contained online store and allow consumers to browse and purchase
products within Weixin, thereby fostering stronger direct relationships with our consumers. See
“Business — Our Sales Network — Online Channels — Private Domain” for details.
The following table sets forth the overall customers and the average transaction value per
customer at our self-operated stores on JD.com , Tmall and Douyin and our private domain
platform for the years/periods indicated. As for platform-operated stores, we directly sell
products to the e-commerce platform without access to its operating data.
For the Y ear Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
Number of Customers /H1118/H1118/H1118/H1118356,756 743,472 953,250 616,176 656,711
Average transaction value
per customer (1) (RMB) /H1118/H1118 951 722 697 616 623
Note:
(1) The data is derived from orders excluding trial products. An order is classified as a trial order if the
tax-inclusive unit price is less than RMB50.
SUMMARY
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The following table sets forth other key operating data for our operations at our
self-operated stores on JD.com , Tmall and Douyin , and our private domain platform.
For the Y ear Ended December 31,
For the
Six Months
Ended
June 30,
2022 2023 2024 2025
(in thousands, except percentages)
Number of new customers /H1118/H1118 289 531 630 454
Number of repeating
customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868 213 323 203
Number of orders from new
customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118357 680 810 588
Number of orders from
repeating customers /H1118/H1118/H1118/H1118/H1118137 492 769 455
Revenue contribution from
new customers (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111882% 66% 62% 62%
Revenue contribution from
repeating customers (1) /H1118/H1118/H1118/H111818% 34% 38% 38%
Note:
(1) The data is derived from orders excluding trial products. An order is classified as a trial order if the
tax-inclusive unit price is less than RMB50. We typically promote trial products in the early stage of
new product launch to acquire new customers.
For our offline sales, we partner with a network of distributors and key accounts to
distribute our products. Additionally, we operate a physical interactive store which serves as
a touchpoint with consumers. Through these partnerships, we have built a strong presence in
the nursery product market, securing placements in high-end shopping malls and premium
retail outlets.
Our Suppliers
Our suppliers consist primarily of e-commerce platforms, raw material suppliers and
third-party manufacturers. In 2022, 2023 and 2024 and the six months ended June 30, 2025, our
aggregate purchases from our five largest suppliers in each year/period during the Track
Record Period accounted for 52.0%, 44.6%, 43.5% and 47.0% of our total purchases in each
year/period during the Track Record Period. See “Business — Suppliers and Supply Chain
Management” for details.
SUMMARY
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Our Market Challenges and Opportunities
Market demand for nursery products is influenced by the number of children and broader
economic conditions, which impact annual per-child spending on these products. In China, the
newborn population declined from 12.0 million in 2020 to approximately 9.5 million in 2024,
largely due to a reduction in the number of women of childbearing age and the increasing
average age of marriage and childbirth. Despite this decline, factors such as economic growth,
improved social welfare (including enhancements in healthcare, education and childcare
support) and the introduction of the third-child policy in 2021 may encourage families to have
children, potentially mitigating the downward trend in the newborn population. From 2025 to
2029, the newborn population is expected to remain at around 8.0 million per year.
China’s nursery product industry is undergoing continuous growth and transformation
with ample headroom for expansion. According to Frost & Sullivan, the estimated average
spending on durable nursery products in China for each newborn in 2024 from birth to five
years old is 31.8% of the spending level observed in the United States. In 2024, the average
annual spending on consumable nursery products per child aged zero to five in China
accounted for 41.6% of the level in the United States, according to the same source. This gap,
combined with a growing preference for nursery products and a more sophisticated approach
to parenting, is driving new opportunities in China’s mid- to high-end nursery product market.
Although constituting only a small subset of the overall nursery products market, according to
Frost & Sullivan, China’s mid- to high-end nursery product market grew from RMB25.6 billion
in 2020 to RMB34.0 billion in 2024 and is projected to reach RMB50.9 billion in 2029. As
Chinese families increasingly seek high-quality and innovative parenting solutions, BeBeBus
is well positioned to lead this transformation. Our focus on design, functionality and
innovation aligns with the increasing preferences of modern families, enabling us to solidify
our position in China’s mid- to high-end nursery product market.
The nursery product industry in China is highly fragmented, primarily due to the wide
range of product categories and the varying strategic focuses and sales priorities of different
brands. As measured by GMV , the top five brands in the nursery product market collectively
held a market share of approximately 16% in 2024. Brands with different market positioning
each has its own mid- to high-end product lines, with the top five brands holding around 18.9%
of the market share as measured by GMV of mid- to high-end nursery products in 2024.
SUMMARY
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OUR STRENGTHS
We believe the following competitive strengths contribute to our success and propel us
into the future:
 we create user-centric designs and parent-proven nursery products;
 we cultivate user loyalty through a user-centric marketing strategy;
 we fuel growth through our comprehensive sales network that melds digital with
physical;
 we advance innovation through robust manufacturing and supply chain management
capabilities; and
 we propel sustainable success with a visionary management team and an innovative
culture.
See “Business — Competitive Strengths” for details.
OUR STRATEGIES
We believe the following strategies pave the way for our sustained success in the future:
 expand globally to strengthen leadership in mid- to high-end nursery products;
 continue innovation to upgrade and expand product offerings;
 strengthen brand image and enhance user engagement;
 expand and optimize domestic online and offline sales channels;
 strengthen digital operations and expand in-house production capacity to meet rising
demand; and
 strategic investment in and acquisition of brands and/or assets.
See “Business — Growth Strategies” for details.
SUMMARY
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RISK FACTORS
Our business and the Global Offering involve certain risks as set out in “Risk Factors.”
Y ou should carefully read that section in its entirety before you decide to invest in our Offer
Shares. Some of the major risks we face include:
 we face fierce industry competition. Failure to compete with other market players
may adversely affect our business, financial condition, results of operations and
prospects;
 our success depends on market recognition of our brands. Any damage to our brands
or reputation may materially and adversely affect our business, financial condition,
results of operations and prospects;
 we have a limited operating history, which makes it challenging to evaluate our
current business and predict our future prospects;
 if we are unable to manage our growth or execute our strategies effectively, our
expansion may not be successful and our business, financial condition, results of
operations and prospects may be materially and adversely affected;
 if we fail to grow or retain our consumer base, or if we fail to anticipate or respond
to changes in consumer tastes and behavioral patterns in a timely manner, our
business, financial condition, results of operations and prospects may be materially
and adversely affected;
 we may not be able to further penetrate into existing markets or expand into other
geographical markets;
 declining birth rates and economic conditions may affect demand for nursery
products;
 our business model may not be viable if we are not successful in introducing new
designs and products or in making innovations in our existing products;
 our launch of new products may not be successful and may expose us to new
challenges and increased risks; and
 we mainly rely on e-commerce platforms to market and sell our products online. If
these platforms experience interruption or if our cooperation with such platforms
terminates, deteriorates or becomes more costly, our business, financial condition,
results of operations and prospects may be materially and adversely affected.
See “Risk Factors” for details.
SUMMARY
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OUR CONTROLLING SHAREHOLDERS
Immediately upon the completion of the Global Offering (assuming that the Over-
allotment Option is not exercised and without taking into account any Shares which may be
allotted and issued pursuant to the exercise of Share Options), W ANGBOY AN will hold
approximately 46.55% of our total issued Shares. W ANGBOY AN is owned by Boyan Holdings
as to 65% and WW ANG as to 35%. Boyan Holdings is wholly owned by Vistra Trust
(Singapore) Pte. Limited, the trustee of the Boyan Family Trust with Mr. Wang as the settlor
and protector and WW ANG as the beneficiary. WW ANG is wholly owned by Mr. Wang.
Pursuant to a deed of voting proxy entered into between SLING and W ANGBOY AN,
W ANGBOY AN is also entitled to exercise the voting rights attached to the relevant Shares held
by SLING, which represent approximately 5.95% of our total issued Shares immediately upon
the completion of the Global Offering (assuming that the Over-allotment Option is not
exercised and without taking into account any Shares which may be allotted and issued
pursuant to the exercise of Share Options). Accordingly, W ANGBOY AN, Boyan Holdings,
WW ANG, and Mr. Wang constitute a group of controlling Shareholders after the Listing. See
“Relationship with Our Controlling Shareholders” for details.
OUR PRE-IPO INVESTORS
Since the establishment of our Group, we have received Pre-IPO Investments from a
number of Pre-IPO Investors, including Tiantu Capital, Gaorong V entures, MPC, and Taikang
Life. For the principal terms of the Pre-IPO Investments and background information of the
Pre-IPO Investors, see “History, Reorganization and Corporate Structure — Pre-IPO
Investments.”
SHARE INCENTIVE PLAN
We adopted the Share Incentive Plan on September 26, 2024. For the summary of the
principal terms of the Share Incentive Plan and the dilution impact resulting from full exercise
of all outstanding Share Options granted thereunder, see “Appendix IV — Statutory and
General Information — D. Share Incentive Plan” for details.
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
The following tables present our historical financial information for the years/periods or
as of the dates indicated. This summary has been derived from our historical financial
information set forth in the Accountants’ Report. The summary historical financial data set
forth below should be read together with, and is qualified in its entirety by reference to, the
historical financial information included in the Accountants’ Report, including the
accompanying notes, and the information set forth in “Financial Information.” Our historical
financial information was prepared in accordance with HKFRS Accounting Standards.
SUMMARY
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Summary of Consolidated Statements of Profit or Loss
Founded in 2019, we remain in a period of rapid market expansion, which has driven
strong and sustained growth. From 2022 to 2024, our revenue increased from RMB507.2
million to RMB1,248.9 million, with gross profit margins rising from 47.7% to 50.4%. Our
revenue increased from RMB581.9 million in the six months ended June 30, 2024 to
RMB725.8 million in the six months ended June 30, 2025, with the gross profit of 50.2% and
49.4% in the respective period. One of the key drivers was the steady expansion of our SKU
portfolio, which increased from 306 as of December 31, 2022 to 369 as of December 31, 2023
and further to 466 as of December 31, 2024. Our SKU portfolio amounted to 459 as of June
30, 2025. For example, the launch of our baby care product line in 2022 created a new revenue
stream under the consumable nursery product market and further broadened our consumer base.
In parallel, we expanded our sales channels across both online and offline touchpoints,
including e-commerce platforms, private domain platforms, offline distributors, key accounts
and interactive store, all of which contributed to our increased market reach. From 2022 to June
30, 2025, the number of stores on e-commerce platforms (both self-operated and
platform-operated) grew from 8 to 16, the number of our distributors increased from 56 to 155
and the number of third-party stores operated by distributors or key accounts rose from 742 to
3,400, which reinforce our market position and support our continued financial momentum.
The following table sets forth a summary of our consolidated statement of profit or loss
with line items in absolute amount and as a percentage of our revenue for the years/periods
indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(Unaudited)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118507,202 100.0 852,103 100.0 1,248,875 100.0 581,863 100.0 725,812 100.0
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118(265,421) (52.3) (424,764) (49.8) (619,821) (49.6) (289,566) (49.8) (367,326) (50.6)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118241,781 47.7 427,339 50.2 629,054 50.4 292,297 50.2 358,486 49.4
Other income and net
gain /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,691 1.1 12,145 1.4 20,372 1.6 1,194 0.2 26,481 3.6
Selling and distribution
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(188,869) (37.2) (285,738) (33.5) (391,116) (31.3) (182,049) (31.3) (224,609) (30.9)
Administrative and other
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(27,560) (5.5) (41,630) (5.0) (91,497) (7.4) (32,131) (5.5) (48,522) (6.7)
Research and
development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(16,247) (3.2) (23,845) (2.8) (21,411) (1.7) (9,390) (1.6) (10,716) (1.5)
Impairment loss on trade
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118(4) 0.0 (69) 0.0 (24) 0.0 (16) (0.0) (201) (0.0)
Profit from operations /H111814,792 2.9 88,202 10.3 145,378 11.6 69,905 12.0 100,919 13.9
SUMMARY
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For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(Unaudited)
Share of loss of an
associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – – – (20) (0.0)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118(27,222) (5.4) (27,500) (3.2) (28,672) (2.3) (14,224) (2.4) (13,628) (1.9)
(Loss)/profit before
taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,430) (2.5) 60,702 7.1 116,706 9.3 55,681 9.6 87,271 12.0
Income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,799) (1.7) (33,478) (3.9) (58,190) (4.7) (27,502) (4.7) (38,764) (5.3)
(Loss)/profit for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118(21,229) (4.2) 27,224 3.2 58,516 4.7 28,179 4.8 48,507 6.7
NON-HKFRS MEASURES
In order to supplement our consolidated statement of profit or loss and other
comprehensive income, which is presented in accordance with HKFRS Accounting Standards,
we use adjusted net profit for the year/period (non-HKFRS measure), EBITDA (non-HKFRS
measure) and adjusted EBITDA (non-HKFRS measure) as additional financial measures, which
are not required by, or presented in accordance with HKFRS Accounting Standards to evaluate
our operating performance.
We believe that these non-HKFRS measures help identify underlying trends in our
business and provide useful information for investors and others to understand and evaluate our
results of operation. However, adjusted net profit for the year/period (non-HKFRS measure),
EBITDA (non-HKFRS measure) and adjusted EBITDA (non-HKFRS measure) have material
limitations as analytical tools. When assessing our operating and financial performance, you
should not consider these non-HKFRS measures in isolation from or as substitutes for financial
performance metrics that is calculated in accordance with HKFRS Accounting Standards. The
term “adjusted net profit for the year/period (non-HKFRS measure),” “EBITDA (non-HKFRS
measure)” and “adjusted EBITDA (non-HKFRS measure)” are not defined under HKFRS
Accounting Standards and may not be comparable to other similarly named measures used by
other companies.
We define adjusted net profit for the year/period (non-HKFRS measure) as (loss)/profit
for the year/period adjusted for (i) listing expenses, (ii) equity-settled share-based payment
expenses, and (iii) interest on redeemable Preferred Shares. Listing expenses primarily include
professional fees incurred in connection with the Listing and the Global Offering. Equity-
settled share-based payment expenses represent non-cash expenses related to the granting of
Share Options to eligible individuals under the Share Incentive Plan. See Note 28 to the
Accountants’ Report for details. Interest on redeemable Preferred Shares represents interest on
our Series A, Series A+ and Series B Preferred Shares. See Note 27 to the Accountants’ Report
for details. We define EBITDA (non-HKFRS measure) as (loss)/profit for the year/period
SUMMARY
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adjusted for (i) depreciation of property, plant and equipment, (ii) depreciation of right-of-use
assets, (iii) amortization of intangible assets, (iv) finance costs, (v) interest income and (vi)
income tax. We define adjusted EBITDA (non-HKFRS measure) as EBITDA (non-HKFRS
measure) adjusted by listing expenses and equity-settled share-based payments.
For the Y ear Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
(Loss)/Profit for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,229) 27,224 58,516 28,179 48,507
Adjusted for:
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,020 17,163 3,078 1,534
Equity-settled share-based
payment expenses /H1118/H1118/H1118/H1118/H11185,418 5,418 9,814 902 15,406
Interest on redeemable
Preferred Shares (1) /H1118/H1118/H1118/H1118/H111825,585 25,585 25,385 12,723 12,588
Adjusted net profit for
the year/period (non-
HKFRS measure) /H1118/H1118/H1118/H1118/H11189,774 59,247 110,878 44,882 78,035
(Loss)/Profit for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,229) 27,224 58,516 28,179 48,507
Adjusted for:
Depreciation of property,
plant and equipment /H1118/H1118/H1118/H11187,912 9,896 9,507 5,267 4,210
Depreciation of right-of-
use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,425 6,210 6,446 3,030 3,791
Amortization of intangible
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,758 6,305 6,274 3,137 3,132
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,222 27,500 28,672 14,224 13,628
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(519) (1,165) (3,209) (1,294) (951)
Income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,799 33,478 58,190 27,502 38,764
EBITDA (non-HKFRS
measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,368 109,448 164,396 80,045 111,081
Adjusted for:
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,020 17,163 3,078 1,534
Equity-settled share-based
payment expenses /H1118/H1118/H1118/H1118/H1118/H11185,418 5,418 9,814 902 15,406
Adjusted EBITDA (non-
HKFRS measure) /H1118/H1118/H1118/H1118/H111838,786 115,886 191,373 84,025 128,021
Note:
(1) We will not incur interest on redeemable Preferred Shares upon the conversion of relevant shares into
equity.
SUMMARY
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We recorded a net loss of RMB21.2 million in 2022, followed by a net profit of RMB27.2
million in 2023, RMB58.5 million in 2024, RMB28.2 million and RMB48.5 million for the six
months ended June 30 2024 and 2025. Our relatively low net loss in 2022 was primarily due
to (i) the low gross profit rate in relation to the limited product range, low pricing, and market
entry of certain products via complimentary and trial-size packs; and (ii) a relatively high
proportion of selling expenses in order to expand distribution channels, enhance brand
awareness and reach a broader customer base. The increase in revenue, net profit and adjusted
net profit for the year/period (non-HKFRS measure) in 2023 and 2024 and the six months
ended June 30, 2024 and 2025 was mainly driven by (i) an increase in sales revenue resulting
from stronger brand recognition and a broader SKU portfolio, and (ii) a decrease in effective
income tax rate reflecting a reduced ratio of promotional expenses to sales revenue, which
increased the portion of expenses eligible for tax deduction.
Selected Items from the Consolidated Statement of Financial Position
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118215,944 272,713 420,586 529,020
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118103,679 123,681 157,278 175,842
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118319,623 396,394 577,864 704,862
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118162,287 174,992 263,922 658,617
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118302,180 333,643 356,725 25,109
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118464,467 508,635 620,647 683,726
Net current assets/(liabilities) /H1118/H1118/H111853,657 97,721 156,664 (129,597)
Capital and reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Paid-in capital/share capital /H1118/H1118/H1118/H1118/H1118/H11181,259 1,220 39 39
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(146,103) (113,461) (42,822) 21,097
Total (deficit)/equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(144,844) (112,241) (42,783) 21,136
We recorded net current liabilities of RMB129.6 million as of June 30, 2025, primarily
due to reclassification of redeemable Preferred Shares. Our current assets increased from
RMB420.6 million as of December 31, 2024 to RMB529.0 million as of June 30, 2025,
primarily due to the increase of trade and other receivables and financial assets measured at fair
value through profit and loss (“ FVTPL ”). As of January 1, 2022, our accumulated losses were
RMB84.7 million, primarily due to unrealized losses from wealth management products
measured at FVTPL of RMB63.4 million (net of corresponding deferred tax impact), the
cumulative interest accretion on our redeemable shares of RMB18.7 million and equity-settled
share-based payment expenses of RMB5.3 million in the prior years. See “Financial
SUMMARY
–2 4–


--- page 34 ---
Information — Discussion of Selected Items from the Consolidated Statement of Financial
Position — Assets — Financial Assets Measured at FVTPL” for the details of our investment
policy and risk control framework.
Our net current assets increased from RMB97.7 million as of December 31, 2023 to
RMB156.7 million as of December 31, 2024, primarily due to the increase of our inventories,
trade and other receivables, and cash and cash equivalents, which was partially offset by the
increase of our trade and other payables, bank loans and income tax payables and decrease in
our financial assets measured at FVTPL. Our current assets increased from RMB272.7 million
as of December 31, 2023 to RMB420.6 million as of December 31, 2024, primarily due to the
increase of our inventories, trade and other receivables, and cash and cash equivalents, which
was partially offset by the decrease of our financial assets measured at FVTPL. Our current
liabilities increased from RMB175.0 million as of December 31, 2023 to RMB263.9 million as
of December 31, 2024, primarily due to the increase of our bank loans, trade and other
payables, and income tax payables.
Our net current assets increased from RMB53.7 million as of December 31, 2022 to
RMB97.7 million as of December 31, 2023, primarily due to the increase of our inventories,
trade and other receivables, and cash and cash equivalents and decrease of our bank loans,
which was partially offset by the decrease in our financial assets measured at FVTPL, and
increase of our trade and other payables and income tax payables. Our current assets increased
from RMB215.9 million as of December 31, 2022 to RMB272.7 million as of December 31,
2023, primarily due to the increase of our inventories, trade and other receivables, and cash and
cash equivalents, which was partially offset by the decrease in our financial assets measured
at FVTPL. Our current liabilities increased from RMB162.3 million as of December 31, 2022
to RMB175.0 million as of December 31, 2023, primarily due to the increase of our trade and
other payables and income tax payables, which was partially offset by the decrease of our bank
loans.
Upon the Listing and completion of the Global Offering, all special rights of the Preferred
Shares will be terminated and the redeemable Preferred Shares will be converted into the
ordinary shares on a one-to-one basis by way of re-designation and re-classification from the
liabilities to equity. Specifically, our net liabilities decreased from RMB144.8 million as of
December 31, 2022 to RMB112.2 million as of December 31, 2023, primarily attributable to
our profit for the year of RMB27.2 million and increase of share-based payment reserve by
RMB5.4 million in 2023. Our net liabilities decreased from RMB112.2 million as of December
31, 2023 to RMB42.8 million as of December 31, 2024, primarily attributable to our profit for
the year of RMB58.5 million and increase of share-based payment reserve by RMB9.8 million
in 2024. Our net liabilities changed from RMB42.8 million as of December 31, 2024 to net
assets of RMB21.1 million as of June 30, 2025, primarily attributable to our profit for the six
months ended June 30, 2025 of RMB48.5 million and increase of share-based payment reserve
by RMB15.4 million during the period. See “Consolidated Statements of Changes in Equity”
to the Accountants’ Report for further details.
SUMMARY
–2 5–


--- page 35 ---
Summary of the Consolidated Statements of Cash Flow
The following table sets forth a summary of our consolidated statement of cash flows for
the years/periods indicated.
For the Y ear Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Net cash generated from
operating activities /H1118/H1118/H1118/H1118/H111829,543 96,467 140,410 119,876 117,006
Net cash (used
in)/generated from
investing activities /H1118/H1118/H1118/H1118/H1118(63,779) 11,048 (34,553) (74,971) (152,793)
Net cash generated
from/(used in) financing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,330 (38,535) (5,677) 71,683 19,988
Net increase/(decrease) in
cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,094 68,980 100,180 116,588 (15,799)
Cash and cash
equivalents at the end
of the year/period /H1118/H1118/H1118/H1118/H111849,715 118,686 217,120 233,375 201,152
Selected Financial Ratios
The following table sets forth certain of our key financial ratios as of the dates and for
the years/periods indicated.
As of/for the Y ear Ended December 31,
As of/for the
Six Months
Ended
June 30,
2022 2023 2024 2025
Revenue growth /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 68.0% 46.6% 24.7%
Gross profit margin (1) /H1118/H1118/H1118/H1118/H1118/H111847.7% 50.2% 50.4% 49.4%
Current ratio (2) (times) /H1118/H1118/H1118/H1118/H11181.3 1.6 1.6 0.8
Quick ratio (3) (times) /H1118/H1118/H1118/H1118/H1118/H1118/H11181.0 1.2 1.2 0.7
Debt ratio (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818.7% 7.4% 6.9% 6.4%
Notes:
(1) Calculated by dividing gross profit by revenue for the year/period.
SUMMARY
–2 6–


--- page 36 ---
(2) Calculated by dividing total current assets by total current liabilities as of the end of the year/period.
(3) Calculated by dividing total current assets (excluding inventories) by total current liabilities as of the
end of the year/period.
(4) Calculated by dividing total bank loans by total assets as of the end of the year/period.
Cost of Sales
Our cost of sales consists primarily of (i) costs of outsourced goods, including costs
related to collaboration with qualified third-party manufacturers for production, (ii) material
costs, primarily related to the production of car seats and highchairs at our in-house production
facilities, (iii) transportation fees, mainly for product distribution and delivery, (iv)
depreciation and amortization, primarily associated with our production facilities, and (v) staff
costs, including salaries, bonuses, social insurance contributions, housing provident funds, and
other employee benefits for personnel at our production facility.
Our cost of sales was RMB265.4 million, RMB424.8 million, RMB619.8 million,
RMB289.6 million and RMB367.3 million in 2022, 2023 and 2024 and the six months ended
June 30, 2024 and 2025, respectively, accounting for 52.3%, 49.8%, 49.6%, 49.8% and 50.6%
of the total revenue in the same years/periods. The significant increase in the cost of sales in
absolute amount during the Track Record Period reflected the significant growth of our
business.
The following table sets forth a breakdown of our cost of sales by nature in absolute
amount and as a percentage of our total cost of sales for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(Unaudited)
Costs of outsourced
goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118171,342 64.6 281,852 66.4 447,696 72.2 210,147 72.6 280,315 76.3
Material costs /H1118/H1118/H1118/H1118/H1118/H1118/H111846,547 17.5 73,550 17.3 72,186 11.6 34,743 12.0 31,473 8.6
Transportation fees /H1118/H1118/H1118/H111824,797 9.3 42,242 9.9 69,059 11.1 32,184 11.1 42,482 11.6
Depreciation and
amortization /H1118/H1118/H1118/H1118/H1118/H111815,437 5.8 15,875 3.7 14,137 2.3 7,605 2.6 6,540 1.8
Staff costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,602 1.7 4,504 1.1 4,953 0.8 2,158 0.7 2,701 0.7
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,696 1.1 6,741 1.6 11,790 2.0 2,729 1.0 3,815 1.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118265,421 100.0 424,764 100.0 619,821 100.0 289,566 100.0 367,326 100.0
Note:
(1) Others mainly represent warranty costs, product scrap costs, repair costs, and utilities expenses.
SUMMARY
–2 7–


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DIVIDENDS
As advised by our Cayman Islands legal advisor, under Cayman Islands law, a position
of accumulated losses does not necessarily restrict our Company from declaring and paying
dividends to our Shareholders out of either our profit or our share premium account, provided
this appears to the Board to be justified by the financial conditions and the profits of the
Company and would not result in our Company being unable to pay its debts as they fall due
in the ordinary course of business immediately following the date on which the dividend is
proposed to be paid.
We do not maintain a formal dividend policy or have a fixed dividend distribution ratio.
During the Track Record Period, we did not declare or distribute any dividend. We have no
present plan to pay any dividends on our Shares in the foreseeable future. We intend to retain
most, if not all, of our available funds and any future earnings to operate and expand our
business.
As we are a holding company incorporated under the laws of the Cayman Islands, the
payment and amount of any future dividends will also depend on the availability of dividends
received from our subsidiaries. Any future determination to pay dividends will be made at the
discretion of our Board of Directors and may be based on a number of factors, including our
future operations and earnings, capital requirements and surplus, general financial condition,
contractual restrictions and other factors that the Board of Directors may deem relevant. Our
Shareholders may approve, in a general meeting, any declaration of dividends, which must not
exceed the amount recommended by our Board.
RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE
We undertook a number of initiatives to advance our global expansion, which includes
expanding our overseas distribution network to South Korea. These are our initial efforts to
bring BeBeBus to new markets, extending our reach to a broader user community worldwide.
Our Directors confirm that, as of the date of this prospectus, there has been no material
adverse change in our financial and trading positions or prospects since June 30, 2025, being
the date on which our latest unaudited consolidated financial statements were prepared, and
there has been no event since June 30, 2025 which would materially affect the information in
the Accountants’ Report.
SUMMARY
–2 8–


--- page 38 ---
IMPACT OF COVID-19 ON OUR OPERATIONS
In early-2020, China and several other countries experienced an outbreak of COVID-19.
To contain its spread, the Chinese government implemented periodic restrictions in various
cities until early-2023. Our Directors believe that COVID-19 and the related restrictive
measures taken by the government did not have a material adverse impact on our production,
business, results of operations or financial performance during the Track Record Period and up
to the Latest Practicable Date, as evidenced by our revenue growth of 68.0% from RMB507.2
million in 2022 to RMB852.1 million in 2023, 46.6% from RMB852.1 million in 2023 to
RMB1,248.9 million in 2024, and 24.7% from RMB581.9 million in the six months ended June
30, 2024 to RMB725.8 million in the six months ended June 30, 2025.
APPLICATION FOR LISTING OF THE SHARES ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the listing of, and permission to deal in, the
Shares in issue (including the Shares outstanding and to be converted from the Preferred
Shares) and to be issued pursuant to (i) the Global Offering, (ii) the exercise of the
Over-allotment Option, and (iii) the exercise of Share Options on the basis that, among other
things, we satisfy the market capitalization/revenue/cash flow test under Rule 8.05(2) of the
Listing Rules with reference to (i) our expected market capitalization at the time of Listing
which, based on the low end of the indicative Offer Price range, exceeds HK$2 billion, (ii) our
revenue for the year ended December 31, 2024, which exceeded HK$500 million, and (iii) our
aggregate positive cash flow from operating activities carried out by our Group for the three
years ended December 31, 2024, which exceeded HK$100 million.
OFFERING STATISTICS
The statistics in the following table are based on the assumptions that: (i) the Global
Offering has been completed and 10,980,900 Shares are issued pursuant to the Global Offering;
(ii) the Over-allotment Option is not exercised; and (iii) the Share Options granted under the
Share Incentive Plan are not exercised.
Based on the
Offer Price of
HK$62.01 per
Offer Share
Based on the
Offer Price of
HK$71.20 per
Offer Share
Market capitalization of our Shares (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
HK$5,627
million
HK$6,461
million
Unaudited pro forma adjusted consolidated net
tangible assets per Share (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$11.90 HK$13.03
SUMMARY
–2 9–


--- page 39 ---
Notes:
(1) The calculation of market capitalization is based on 90,751,378 Shares expected to be in issue
immediately upon completion of the Global Offering, assuming the Over-allotment Option is not
exercised and without taking into account any Shares which may be allotted and issued pursuant to the
exercise of Share Options.
(2) The unaudited pro forma adjusted consolidated net tangible assets per Share is arrived at after making
the adjustments referred to in “Appendix IIA — Unaudited Pro Forma Statement of Adjusted
Consolidated Net Tangible Assets” and on the basis that 86,175,740 Shares (excluding 4,575,638 Shares
held by WEILING for the Share Incentive Plan as shown in Note 29(a) to the Accountants’ Report) are
expected to be in issue immediately following the completion of the Global Offering and assuming that
the Global Offering had been completed on June 30, 2025, without taking into account of the Shares
which may be issued upon exercise of the Over-allotment Option and the Share Options granted under
the Share Incentive Plan.
LISTING EXPENSES
Our listing expenses mainly include underwriting-related expenses, professional fees paid
to legal advisers and the Reporting Accountants for their services rendered in relation to the
Listing and the Global Offering. The estimated total listing expenses (based on the mid-point
of our indicative price range for the Global Offering and assuming that the Over-allotment
Option is not exercised) for the Global Offering are approximately RMB63.4 million
(equivalent to approximately HK$69.6 million), representing 9.5% of the gross IPO proceeds.
The estimated total listing expenses consist of (i) underwriting-related expenses (including but
not limited to commissions and fees) of approximately RMB23.3 million (approximately
HK$25.6 million), and (ii) non-underwriting related expenses of approximately RMB40.1
million (approximately HK$44.0 million), which consist of fees and expenses of legal advisors
and Reporting Accountants of approximately RMB23.2 million (approximately HK$25.4
million), and other fees and expenses of approximately RMB16.9 million (approximately
HK$18.6 million). Approximately RMB27.6 million (equivalent to approximately HK$30.3
million) of the estimated listing expense is directly attributable to the issue of new shares.
During the Track Record Period, we incurred listing expenses of RMB19.7 million (equivalent
to approximately HK$21.7 million), which has been charged to our consolidated statements of
profit and loss, and RMB3.4 million (equivalent to approximately HK$3.7 million), which is
directly attributable to the issuance of Shares and will be charged to equity upon completion
of the Listing. We expect to incur additional listing expenses of approximately RMB40.3
million (equivalent to approximately HK$44.2 million), of which RMB16.1 million (equivalent
to approximately HK$17.6 million) is expected to be charged to our consolidated statements
of profit and loss and RMB24.2 million (equivalent to approximately HK$26.6 million) will be
accounted for as a deduction from equity upon the completion of the Global offering. This
calculation is subject to adjustment based on the actual amount incurred or to be incurred.
SUMMARY
–3 0–


--- page 40 ---
FUTURE PLANS AND USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$661.7 million, after deducting estimated underwriting commissions, fees and expenses
payable by us in connection with the Global Offering, assuming an Offer Price of HK$66.60
per Share, being the mid-point of the indicative Offer Price range of HK$62.01 to HK$71.20
per Share, and assuming the Over-allotment Option is not exercised.
We currently intend to apply the net proceeds from the Global Offering for the following
purposes:
 Approximately 25.7% of the net proceeds, or HK$170.0 million, is expected to be
used to enhance our production capabilities;
 Approximately 16.6% of the net proceeds, or HK$110.0 million, is expected to be
used for expanding our presence in overseas markets;
 Approximately 34.1% of the net proceeds, or HK$225.5 million, will be used for our
branding activities and the expansion of our sales network;
 Approximately 13.6% of the net proceeds, or HK$90.0 million, is expected to be
used for the research and development of new products; and
 Approximately 10% of the net proceeds, or HK$66.2 million, is expected to be used
for working capital and general corporate purposes.
See “Future Plans and Use of Proceeds” for details.
SUMMARY
–3 1–


--- page 41 ---
In this prospectus, unless the context otherwise requires, the following terms and
expressions shall have the meanings set out below. Certain other terms are explained in
“Glossary of Technical Terms.”
“Accountants’ Report” the accountants’ report of our Group set out in Appendix
I to this prospectus
“affiliate(s)” with respect to any specified person, means any other
person, directly or indirectly, controlling or controlled by
or under direct or indirect common control with such
specified person
“AFRC” Accounting and Financial Reporting Council of Hong
Kong
“Articles of Association” or
“Articles”
the second amended and restated articles of association of
our Company adopted by special resolution on July 22,
2025 with effect from the Listing Date, as amended,
supplemented or otherwise modified from time to time, a
summary of which is set out in “Appendix III —
Summary of the Constitution of Our Company and
Cayman Islands Company Laws”
“associate(s)” has the meaning ascribed to it under the Listing Rules
“Audit Committee” audit committee of our Board
“BeBeBus E-commerce” BeBeBus E-commerce (Guangdong Hengqin) Co., Ltd.
(̺ഁཥɿਠਕ(ዑೞ)ʮ̡), a company
established in the PRC with limited liability on October
24, 2024 and an indirect wholly-owned subsidiary of our
Company
“BeBeBus Electronic” BeBeBus Electronic Information Technology (Ningbo)
Co., Ltd. (Ҧ(ت)ʮ̡), a company
established in the PRC with limited liability on
September 5, 2023 and an indirect wholly-owned
subsidiary of our Company
“BeBeBus Indonesia” PT BEBEBUS INTERNA TIONAL INDONESIA, a
company established in Indonesia with limited liability
on December 6, 2024 and an indirect wholly-owned
subsidiary of our Company
DEFINITIONS
–3 2–


--- page 42 ---
“BeBeBus International HK” BeBeBus International Limited, a company incorporated
in Hong Kong with limited liability on November 22,
2024 and an indirect wholly-owned subsidiary of our
Company
“BeBeBus Kunshan” BeBeBus Network Technology (Kunshan) Co., Ltd. ( ̺ഁ
Ҧ(ʆ)ʮ̡), a company established in the
PRC with limited liability on July 2, 2020 and an indirect
wholly-owned subsidiary of our Company
“BeBeBus Ningbo” Ningbo BeBeBus Network Technology Co., Ltd. (̺
ʮ̡), a company established in the PRC
with limited liability on September 27, 2019 and an
indirect wholly-owned subsidiary of our Company
“BeBeBus Real Estate” BeBeBus Real Estate (Shanghai) Co., Ltd. ( ̺ഁໄุ(ɪ
ऎ)ʮ̡), a company established in the PRC with
limited liability on February 23, 2023 and an indirect
wholly-owned subsidiary of our Company
“BeBeBus Safety” BeBeBus Safety Technology (Ningbo) Co., Ltd. ( ̺ഁτ
Ҧ(ت)ʮ̡), a company established in the
PRC with limited liability on August 6, 2021 and an
indirect wholly-owned subsidiary of our Company
“BeBeBus Shanghai” BeBeBus Network Technology (Shanghai) Co., Ltd. ( ̺
Ҧ(ɪऎ)ʮ̡), a company established in
the PRC with limited liability on February 22, 2023 and
an indirect wholly-owned subsidiary of our Company
“BeBeBus Technology” BeBeBus IOT Technology (Shanghai) Co., Ltd. (ي
Ҧ(ɪऎ)ʮ̡), a company established in the
PRC with limited liability on November 14, 2018 and an
indirect wholly-owned subsidiary of our Company
“BeBeBus USA” BEBEBUS GROUP USA INC., a company incorporated
in the United States on October 4, 2024 and an indirect
wholly-owned subsidiary of our Company
“Board” or “Board of Directors” board of Directors of our Company
“Boyan Holdings” Boyan Holdings Limited, a company incorporated in the
BVI with limited liability on May 21, 2024 and one of
our controlling Shareholders
DEFINITIONS
–3 3–


--- page 43 ---
“Business Day” a day on which banks in Hong Kong are generally open
for normal business to the public and which is not a
Saturday, Sunday or public holiday in Hong Kong
“Butong BVI” BUTONG GROUP HOLDING INC, a company
incorporated in the BVI with limited liability on August
10, 2023 and a direct wholly-owned subsidiary of our
Company
“Butong International HK” BUTONG GROUP INTERNA TIONAL LIMITED ( ʔΝ
ʮ̡), a company incorporated in Hong
Kong with limited liability on March 13, 2024 and an
indirect wholly-owned subsidiary of our Company
“Butong Investment HK” BUTONG GROUP INVESTMENT LIMITED ( ʔΝණྠ
ʮ̡), a company incorporated in Hong Kong
with limited liability on August 24, 2023 and an indirect
wholly-owned subsidiary of our Company
“BVI” British Virgin Islands
“Capital Market Intermediaries” the capital market intermediaries named in “Directors
and Parties Involved in the Global Offering”
“Cayman Companies Act” the Companies Act (As Revised) of the Cayman Islands,
as amended, supplemented or otherwise modified from
time to time
“CCASS” the Central Clearing and Settlement System established
and operated by HKSCC
“CEO” the chief executive officer of our Group
“CFO” the chief financial officer of our Group
“China” or “PRC” the People’s Republic of China and for the purpose of this
prospectus and for geographical reference only, unless
the context otherwise requires, excludes Hong Kong, the
Macau Special Administrative Region of the PRC and
Taiwan
“close associate(s)” has the meaning ascribed to it under the Listing Rules
DEFINITIONS
–3 4–


--- page 44 ---
“Companies Ordinance” Companies Ordinance (Chapter 622 of the Laws of Hong
Kong), as amended, supplemented or otherwise modified
from time to time
“Companies (Winding Up and
Miscellaneous Provisions)
Ordinance”
Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Chapter 32 of the Laws of Hong Kong), as
amended, supplemented or otherwise modified from time
to time
“Company” BUTONG GROUP ʔΝණྠ, an exempted company
incorporated in the Cayman Islands with limited liability
on August 2, 2023
“Compliance Advisor” Somerley Capital Limited
“connected person(s)” has the meaning ascribed to it under the Listing Rules
“connected transaction(s)” has the meaning ascribed to it under the Listing Rules
“controlling Shareholder(s)” has the meaning ascribed to it under the Listing Rules and
unless the context otherwise requires, shall include
W ANGBOY AN, Boyan Holdings, WW ANG, and
Mr. Wang
“core connected person(s)” has the meaning ascribed to it under the Listing Rules
“Corporate Governance Code” Corporate Governance Code set out in Appendix C1 to
the Listing Rules
“Create Butong Ningbo” Create Butong Holdings (Ningbo) Co., Ltd. ( ௴ிʔΝછ
ٰ(ت)ʮ̡), a company established in the PRC
with limited liability on September 27, 2023 and an
indirect wholly-owned subsidiary of our Company
“Create Butong Technology” Create Butong Technology (Ningbo) Co., Ltd. ( ௴ிʔΝ
Ҧ(ت)ʮ̡), a company established in the PRC
with limited liability on October 30, 2023 and an indirect
wholly-owned subsidiary of our Company
“CSRC” China Securities Regulatory Commission ( ʕ਷ᗇՎ္ຖ
ึ)
DEFINITIONS
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“Director(s)” director(s) of our Company
“EIT Law” Enterprise Income Tax Law of the People’s Republic of
China (), as amended,
supplemented or otherwise modified from time to time
“Extreme Conditions” the occurrence of “extreme conditions” as announced by
any government authority of Hong Kong due to serious
disruption of public transport services, extensive
flooding, major landslides, large-scale power outage or
any other adverse conditions before Typhoon Signal No.
8 or above is replaced with Typhoon Signal No. 3 or
below
“FINI” Fast Interface for New Issuance, a digital 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 in Hong Kong
“Frost & Sullivan” Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., a
market research and consulting company and an
independent third party
“Frost & Sullivan Report” the report commissioned by our Company and
independently prepared by Frost & Sullivan, a summary
of which is set out in “Industry Overview”
“Gaorong V entures” Gaorong V entures ( ৷࿰௴ҳ), a leading venture capital
firm focused on early and growth-stage investments, with
a specialty in internet and new consumption, new
technology and healthcare and biotech sectors
“General Rules of HKSCC” General Rules of HKSCC, as amended, supplemented or
otherwise modified from time to time, and where the
context so permits, shall include the HKSCC Operational
Procedures
“Global Offering” the Hong Kong Public Offering and the International
Offering
DEFINITIONS
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--- page 46 ---
“Group,” “we” or “us” our Company and our subsidiaries from time to time, and
where the context requires, in respect of the period prior
to our Company becoming the holding company of its
present subsidiaries, such subsidiaries as if they were
subsidiaries of our Company at the relevant time
“Guide” Guide for New Listing Applications issued by the Stock
Exchange, as amended, supplemented or otherwise
modified from time to time
“HK$” or “HK dollar” Hong Kong dollar, the lawful currency of Hong Kong
“HKFRS” Hong Kong Financial Reporting Standards issued by the
Hong Kong Institute of Certified Public Accountants
“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 an HKSCC
Participant to give electronic application instructions via
FINI to apply for the Hong Kong Offer Shares on your
behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary
of HKSCC
“HKSCC Operational
Procedures”
the operational procedures of HKSCC, containing the
practices, procedures and administrative or other
requirements relating to HKSCC’s services and the
operations and functions of CCASS, FINI or any other
platform, facility or system established, operated and/or
otherwise provided by or through HKSCC, as from time
to time in force
“HKSCC Participant” a participant admitted to participate in CCASS as a direct
clearing participant, a general clearing participant or a
custodian participant
DEFINITIONS
–3 7–


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“Hong Kong” the Hong Kong Special Administrative Region of the
PRC
“Hong Kong Offer Shares” 1,098,100 Shares initially offered by our Company for
subscription at the Offer Price pursuant to the Hong Kong
Public Offering (subject to reallocation described in
“Structure of the Global Offering”)
“Hong Kong Public Offering” the offering of the Hong Kong Offer Shares for
subscription by the public in Hong Kong at the Offer
Price (plus brokerage, AFRC transaction levy, SFC
transaction levy, and Stock Exchange trading fee) on and
subject to the terms and conditions described in
“Structure of the Global Offering”
“Hong Kong Share Registrar” Computershare Hong Kong Investor Services Limited
“Hong Kong Underwriters” the underwriters listed in “Underwriting — Hong Kong
Underwriters,” being the underwriters of the Hong Kong
Public Offering
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated September 12, 2025
relating to the Hong Kong Public Offering entered into
by, among others, our Company, W ANGBOY AN
HOLDING INC, WW ANG HOLDING INC, Wang Wei,
the Joint Sponsors, the Overall Coordinators (for
themselves and on behalf of the Hong Kong
Underwriters), and the Hong Kong Underwriters as
further described in “Underwriting — Underwriting
Arrangements and Expenses — Hong Kong Public
Offering — Hong Kong Underwriting Agreement”
“independent third party(ies)” entity(ies) or person(s) who is/are not connected
person(s) of our Company or our subsidiaries within the
meaning of the Listing Rules
“International Offer Shares” 9,882,800 Shares initially offered by our Company
pursuant to the International Offering (subject to
reallocation described in “Structure of the Global
Offering”) together with any additional Shares which
may be allotted and issued pursuant to the exercise of the
Over-Allotment Option
DEFINITIONS
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“International Offering” the conditional placing of the International Offer Shares
by the International Underwriters at the Offer Price
(plus brokerage, AFRC transaction levy, SFC transaction
levy, and Stock Exchange trading fee) outside the United
States in offshore transactions in reliance on Regulation
S and subject to the terms and conditions described in
“Structure of the Global Offering — International
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 relating to the International
Offering expected to be entered into on or around the
Price Determination Date by, among others, our
Company, the Overall Coordinators (for themselves and
on behalf of the International Underwriters), and the
International Underwriters
“Joint Bookrunners” the joint bookrunners named in “Directors and Parties
Involved in the Global Offering”
“Joint Global Coordinators” the joint global coordinators named in “Directors and
Parties Involved in the Global Offering”
“Joint Lead Managers” the joint lead managers named in “Directors and Parties
Involved in the Global Offering”
“Joint Sponsors” the joint sponsors named in “Directors and Parties
Involved in the Global Offering”
“Latest Practicable Date” September 8, 2025, being the latest practicable date for
the purpose of ascertaining certain information contained
in this prospectus prior to its publication
“Listing” the listing of the Shares on the Main Board of the Stock
Exchange
“Listing Date” the date expected to be on or around Tuesday,
September 23, 2025 on which the Shares are listed and
from which dealings therein are permitted to commence
on the Stock Exchange
DEFINITIONS
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“Listing Rules” Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited, as amended,
supplemented or otherwise modified from time to time
“Memorandum of Association” or
“Memorandum”
the second amended and restated memorandum of
association of our Company adopted by special resolution
on July 22, 2025 with effect from the Listing Date, as
amended, supplemented or otherwise modified from time
to time, a summary of which is set out in “Appendix III
— Summary of the Constitution of Our Company and
Cayman Islands Company Laws”
“MOF” Ministry of Finance of the PRC ( ʕശɛ͏΍ձ਷ৌਕ௅)
“MOFCOM” Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ
௅)
“MPC” MPC ( ຾ᇗ௴ҳ), a leading venture capital firm focused
on investments in various new economy, deep
technology, industrial digitalization, healthcare, frontier
technology and new consumer brands
“Mr. Wang” Mr. Wang Wei ( ӓᇲ), our founder, chairman of our
Board, executive Director, and one of our controlling
Shareholders
“Ms. Shen” Ms. Shen Ling ( ӏὋ), our co-founder, executive
Director, and CEO
“NDRC” National Development and Reform Commission of the
PRC (ึ)
“Nomination Committee” nomination committee of our Board
“Offer Price” the final Hong Kong dollar price per Offer Share
(exclusive of brokerage of 1.0%, AFRC transaction levy
of 0.00015%, SFC transaction levy of 0.0027%, and
Stock Exchange trading fee of 0.00565%) at which the
Offer Shares are to be subscribed for or purchased
pursuant to the Global Offering, and to be determined as
described in “Structure of the Global Offering — Pricing
of the Global Offering” on or before the Price
Determination Date
DEFINITIONS
–4 0–


--- page 50 ---
“Offer Share(s)” the Hong Kong Offer Share(s) and/or the International
Offer Share(s), as the context may require
“Over-allotment Option” the option granted by our Company to the International
Underwriters, exercisable by the Overall Coordinators
(for themselves and on behalf of the International
Underwriters) pursuant to the International Underwriting
Agreement to require our Company to allot and issue up
to an aggregate of 1,647,100 additional Offer Shares at
the Offer Price (plus brokerage, AFRC transaction levy,
SFC transaction levy, and Stock Exchange trading fee),
representing approximately 15% of the Offer Shares
initially available under the Global Offering, to cover
over-allocations in the International Offering, if any, the
details of which are set out in “Structure of the Global
Offering — International Offering — Over-allotment
Option”
“Overall Coordinators” the overall coordinators named in “Directors and Parties
Involved in the Global Offering”
“Overseas Listing Trial
Measures”
Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies ( ྤʫΆ
), as amended,
supplemented or otherwise modified from time to time
“PRC Legal Advisor” Commerce & Finance Law Offices, our legal advisor as
to PRC laws
“Pre-IPO Investment(s)” the investment(s) in our Company by the Pre-IPO
Investor(s) pursuant to the relevant investment
agreement(s), the details of which are set out in “History,
Reorganization and Corporate Structure”
“Pre-IPO Investor(s)” the investor(s) from whom our Group obtained
investment(s), the details of which are set out in “History,
Reorganization and Corporate Structure”
“Preferred Share(s)” convertible preferred share(s) in the share capital of our
Company, including Series A Preferred Share(s), Series
A+ Preferred Share(s), and Series B Preferred Share(s)
DEFINITIONS
–4 1–


--- page 51 ---
“Price Determination Date” the date expected to be on or around Friday,
September 19, 2025 (Hong Kong time) on which the
Offer Price is determined
“Principal Share Registrar” ICS Corporate Services (Cayman) Limited
“prospectus” this prospectus being issued in connection with the Hong
Kong Public Offering
“Regulation S” Regulation S under the U.S. Securities Act
“Remuneration Committee” remuneration committee of our Board
“Reorganization” the reorganization arrangements undertaken by our
Group in preparation for the Listing, the details of which
are set out in “History, Reorganization and Corporate
Structure — Reorganization”
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“SAFE” State Administration of Foreign Exchange of the PRC ( ʕ
̮ි၍ଣ҅)
“SAMR” (formerly known as
“SAIC”)
State Administration for Market Regulation of the PRC
(̹ఙ္ຖ၍ଣ҅) (formerly known
as State Administration for Industry and Commerce of the
PRC (၍ଣ҅))
“SASAC” State-owned Assets Supervision and Administration
Commission of the State Council ( ਷ਕ৫਷Ϟ༟ପ္ຖ
ึ)
“Series A Financing” the investment in our Company by the Series A Investors,
the details of which are set out in “History,
Reorganization and Corporate Structure”
“Series A Investor(s)” the investor(s) of the Series A Financing
“Series A Preferred Share(s)” series A convertible preferred share(s) in the share capital
of our Company with a nominal value of US$0.0001 each
“Series A+ Financing” the investment in our Company by the Series A+
Investors, the details of which are set out in “History,
Reorganization and Corporate Structure”
DEFINITIONS
–4 2–


--- page 52 ---
“Series A+ Investor(s)” the investor(s) of the Series A+ Financing
“Series A+ Preferred Share(s)” series A+ convertible preferred share(s) in the share
capital of our Company with a nominal value of
US$0.0001 each
“Series B Financing” the investment in our Company by the Series B Investors,
the details of which are set out in “History,
Reorganization and Corporate Structure”
“Series B Investor(s)” the investor(s) of the Series B Financing
“Series B Preferred Share(s)” series B convertible preferred share(s) in the share capital
of our Company with a nominal value of US$0.0001 each
“SFC” Securities and Futures Commission of Hong Kong
“SFO” Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong), as amended, supplemented or
otherwise modified from time to time
“Share(s)” ordinary share(s) in the share capital of our Company
with a nominal value of US$0.0001 each
“Share Incentive Plan” share incentive plan adopted by our Shareholders on
September 26, 2024, a summary of the principal terms of
which is set out in “Appendix IV — Statutory and
General Information — D. Share Incentive Plan”
“Share Option(s)” share option(s) granted under the Share Incentive Plan
“Shareholder(s)” holder(s) of the Share(s)
“SLING” SLING HOLDING INC, a company incorporated in the
BVI with limited liability on July 28, 2023 and ultimately
controlled by Ms. Shen
“Sponsor-Overall Coordinators” the sponsor-overall coordinators named in “Directors and
Parties Involved in the Global Offering”
“STA” State Taxation Administration of the PRC ( ʕശɛ͏΍ձ
೼ਕᐼ҅)
“Stabilizing Manager” CLSA Limited
DEFINITIONS
–4 3–


--- page 53 ---
“State Council” State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
“Stock Exchange” The Stock Exchange of Hong Kong Limited, a wholly-
owned subsidiary of Hong Kong Exchanges and Clearing
Limited
“subsidiary(ies)” has the meaning ascribed to it under the Listing Rules
“substantial Shareholder(s)” has the meaning ascribed to it under the Listing Rules
“Taikang Life” Taikang Life Insurance Co., Ltd. (ப΂
ʮ̡), a limited liability company established in the PRC
on November 28, 2016 and one of our Pre-IPO Investors
“Takeovers Code” Code on Takeovers and Mergers issued by the SFC, as
amended, supplemented or otherwise modified from time
to time
“Tiantu Capital” Tian Tu Capital Co., Ltd. (ࠢ
ʮ̡), a joint stock company with limited liability
established in the PRC on January 11, 2010 whose shares
are listed on the Stock Exchange (stock code: 01973) and
its subsidiaries and affiliates
“Track Record Period” the period comprising the three financial years ended
December 31, 2022, 2023 and 2024 and the six months
ended June 30, 2025
“treasury share(s)” has the meaning ascribed to it under the Listing Rules
“Underwriter(s)” the Hong Kong Underwriter(s) and/or the International
Underwriter(s), as the context may require
“Underwriting Agreement(s)” the Hong Kong Underwriting Agreement and/or the
International Underwriting Agreement, as the context
may require
“U.S.” or “United States” the United States of America, its territories, possessions
and all areas subject to its jurisdiction
“U.S. dollar” or “US$” United States dollar, the lawful currency of the United
States
DEFINITIONS
–4 4–


--- page 54 ---
“U.S. Securities Act” United States Securities Act of 1933, as amended,
supplemented or otherwise modified from time to time,
and the rules and regulations promulgated thereunder
“W ANGBOY AN” W ANGBOY AN HOLDING INC, a company incorporated
in the BVI with limited liability on July 28, 2023 and one
of our controlling Shareholders
“WEILING” WEILING HOLDING INC, a company incorporated in
the BVI with limited on July 28, 2023 and one of our
Shareholders
“White Form eIPO ” the application for the Hong Kong Offer Shares to be
issued in the applicant’s own name submitted online
through the designated website of the White Form eIPO
Service Provider at www.eipo.com.hk
“White Form eIPO Service
Provider”
Computershare Hong Kong Investor Services Limited
“WW ANG” WW ANG HOLDING INC, a company incorporated in the
BVI with limited liability on July 25, 2023 and one of our
controlling Shareholders
“Zhepu Technology” Zhepu Technology (Ningbo) Co., Ltd. (Ҧ(ت)Ϟ
ʮ̡) (formerly known as Zhepu Technology
(Shanghai) Co., Ltd. (Ҧ(ɪऎ)ʮ̡)), a
company established in the PRC with limited liability on
March 6, 2024 and an indirect wholly-owned subsidiary
of our Company
“%” per cent
DEFINITIONS
–4 5–


--- page 55 ---
This glossary contains definitions of certain technical terms used in this prospectus
in connection with us and our business. These may not correspond to standard industry
definitions and may not be comparable to similarly terms adopted by other companies.
“618 Shopping Festival” an annual online sales event in China on or around
June 18
“affluent households” households with assets of RMB6 million or above
“baby care product” a category of items designed for the hygiene and care of
infants and young children, including diapers and wipes
“CAGR” compound annual growth rate
“car seat” a portable seat for a baby or young child, designed to be
secured to a passenger seat in a car
“Cobra memory cotton” a memory foam, which is a material known for its
slow-recovery viscoelastic nature and cushioning effect
“co-branded product” a type of products branded under third-party licensed
intellectual properties and our BeBeBus brand
“co-sleeper” a crib that attaches to the side of a parent’s bed to
facilitate feeding and comforting of an infant at night
“core product” any or all of strollers, car seats, cribs and highchairs
“COVID-19” coronavirus disease 2019, a disease caused by a novel
virus designated as severe acute respiratory syndrome
coronavirus 2
“Double 11 Shopping Festival” an annual online sales event in China on or around
November 11
“Douyin ” a social media and e-commerce platform in China for
creating and sharing short-form videos
“e-commerce platform” a software solution that enables businesses to conduct
commercial transactions online
“ERP” enterprise resource planning
GLOSSARY OF TECHNICAL TERMS
–4 6–


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“FitGo button” a part of a fast-lacing system developed by Shenzhen
FitGo Technology Co., Ltd. (ʮ
̡), applicable in footwear, clothing and helmets. It
allows for convenient adjustment of laces, making it
easier to achieve a secure fit
“GMV” gross merchandise volume
“highchair” a type of chairs with long legs, specifically designed for
young children, to raise them to a suitable height for
feeding and other activities
“IA TF16949” the quality management system requirements for the
design and development, production and, when relevant,
installation and service of automotive-related products,
throughout the automotive supply chain
“IMMEX” a regulatory framework for the export-focused
manufacturing industry in Mexico
“IsoFix” International Standards Organization FIX, an
internationally standardized car seat-fitting system that
automatically locks a car seat onto two metal clips
between the vehicle seat of a car, eliminating the need for
a seat belt
“ISO9001” an international standard that specifies the requirements
for a quality management system
“IT” information technology
“JD”o r“ JD.com ” a third-party e-commerce platform which offers a wide
range of products in China
“nursery product” a category of products intended for the use of infants and
young children, typically under five years old
“key account” major baby and kids retailer with at least 200 nationwide
outlets that engage in sales of nursery products
GLOSSARY OF TECHNICAL TERMS
–4 7–


--- page 57 ---
“KOL” key opinion leader who typically has more than 1 million
followers on Douyin and/or Tmall
“Kuaishou ” a social media and e-commerce platform in China for
creating and sharing short-form videos
“nano-coated fabric” textiles that have been treated with a coating of
nanoparticles that repels dry particles, water, oil and dirt
“Pinduoduo ” a third-party business-to-consumer e-commerce platform
in China
“playpen” a small portable enclosure in which infants and young
children can play safely
“private domain” proprietary channels where businesses directly engage
with and retain consumers without relying on third-party
intermediaries, including Weixin mini program and
Weixin channels
“R&D” research and development
“repurchase rate” calculated as the number of customers who purchased
any product once in the indicated year/period and also
made another purchase for any product once or more
from the beginning of the Track Record Period to the end
of the indicated year/period divided by the number of
customers who have purchased any product in the
indicated year/period
“SKU” stock keeping unit
“sq.m.” square meter
“Tmall ” a third-party business-to-consumer e-commerce platform
in China
“VIP .com” a Chinese e-commerce platform that specializes in
offering branded products at discounted prices
“Weixin mini program” an application program that can be used on the Weixin
platform without downloading and installing
GLOSSARY OF TECHNICAL TERMS
–4 8–


--- page 58 ---
“Weixin channels” a feature within the Weixin mobile app that allows users,
influencers and brands to create and share short-form
videos
“Xiaohongshu ” a social media and e-commerce platform, where
consumers can post, discover and share life experiences
and product reviews
GLOSSARY OF TECHNICAL TERMS
–4 9–


--- page 59 ---
This prospectus contains forward-looking statements that relate to our current
expectations and views of future events. These forward-looking statements are contained
principally in “Summary,” “Risk Factors,” “Industry Overview,” “Business,” “Financial
Information,” and “Future Plans and Use of Proceeds.” These statements relate to events that
involve known and unknown risks, uncertainties and other factors, including those listed in
“Risk Factors,” which may cause our actual results, performance or achievements to be
materially different from any future results, performance or achievements expressed or implied
by the forward-looking statements.
In some cases, these forward-looking statements can be identified by words or phrases
such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,”
“potential,” “continue,” “is/are likely to,” or other similar expressions. These forward-looking
statements include, among other things, statements relating to:
 our operations and business prospects;
 our financial condition and performance;
 our capital expenditure plan;
 our ability to maintain relationship with, and the actions and developments
affecting, our major customers and suppliers;
 future developments, trends and conditions in the industries and markets in which
we operate or plan to operate;
 changes to the regulatory environment in the industries and markets in which we
operate;
 the actions and developments of our competitors;
 our ability to effectively contain costs and optimize pricing;
 the ability of third parties to perform in accordance with contractual terms and
specifications;
 our ability to retain senior management and key personnel and recruit qualified staff;
 our business strategies and plans to achieve these strategies;
 our ability to defend our intellectual rights and protect confidentiality;
 the effectiveness of our quality control systems; and
 capital market developments.
FORW ARD-LOOKING STATEMENTS
–5 0–


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These forward-looking statements are subject to risks, uncertainties, and assumptions,
some of which are beyond our control. In addition, these forward-looking statements reflect
our current views with respect to future events and are not a guarantee of future performance.
Actual outcomes may differ materially from the information contained in the forward-looking
statements as a result of a number of factors, including, without limitation, the risk factors set
out in “Risk Factors.”
The forward-looking statements contained in this prospectus relate only to events or
information as of the date on which the statements are made. Except as required by law, we
undertake no obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, after the date on which the
statements are made or to reflect the occurrence of unanticipated events. Y ou should read this
prospectus completely and with the understanding that our actual future results or performance
may be materially different from what we expect.
In this prospectus, statements of, or references to, our intentions or those of any of our
Directors are made as of the date of this prospectus. Any of these intentions may change in light
of future development.
FORW ARD-LOOKING STATEMENTS
–5 1–


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An investment in the Shares involves various risks. You should carefully consider all
of the information in this prospectus, including the risks and uncertainties described
below, before making an investment in the Shares. The following is a description of what
we consider to be our material risks. Any of the following risks could materially and
adversely affect our business, financial condition, results of operations and prospects.
The market price of the Shares could significantly decrease due to any of these risks, and
you may lose all or part of your investment.
These factors are contingencies that may or may not occur , and we are not in a
position to express a view on the likelihood of any such contingency occurring. The
information given is as of the Latest Practicable Date unless otherwise stated, will not
be updated after the date hereof, and is subject to the cautionary statements in “Forward-
Looking Statements.”
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
We face fierce industry competition. Failure to compete with other market players may
adversely affect our business, financial condition, results of operations and prospects.
China’s nursery product market is highly competitive and has experienced consistent
growth in recent years. In 2024, the top five brands collectively held approximately 18.9% of
the market share as measured by GMV of mid- to high-end nursery products, according to Frost
& Sullivan. Some of our current and potential competitors may have greater resources and
better competitive positions in certain markets than we do, which may allow our competitors
to respond more effectively than us to new or emerging technologies and changes in market
requirements. Our competitors may develop products, features or services that are similar to
ours or that achieve greater market acceptance, may undertake more far-reaching and
successful product development efforts or marketing campaigns, or may adopt more aggressive
pricing policies. Certain competitors could use strong or dominant positions in one or more
markets to gain competitive advantage against us in areas where we operate by making
acquisitions or by making access to our platform more difficult. As a result, our competitors
may acquire and engage users at the expense of the growth or engagement of our user base,
which may negatively affect our business and financial results.
In addition, competition in the e-commerce business is particularly intense and continues
to intensify with the entry of new platforms and innovations. Customer preferences and buying
behaviors may rapidly shift as e-commerce platforms become increasingly convenient,
user-friendly, and accessible. Enhanced logistics, personalized marketing, advanced
technology, and seamless customer experiences offered by various online channels provide
consumers with a significantly broader range of choices and alternatives. Consequently,
retaining customer loyalty and attracting new customers may become increasingly challenging,
potentially impacting our market position, business performance, and financial outcomes.
RISK FACTORS
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We believe the following factors affect our ability to compete successfully in the nursery
product market, including market research, product development and design capability, ability
to meet consumer preferences, product quality, interactive and long-standing customer
relationships, and depth and breadth of sales network. We believe we compete favorably across
these factors, however, some of our competitors may have better brand recognition, R&D
capabilities and production capabilities than ours. As we introduce new products, as our
existing products evolve, or as other companies introduce new products and services, we may
become subject to additional competition. We cannot assure you that our position in China’s
nursery product industry will remain unchallenged by competitors, including both international
and domestic companies that may possess greater financial and human resources.
Consequently, we may face difficulties competing effectively, which could impact our market
share and profit margins. Additionally, we cannot ensure that we will continue to differentiate
ourselves from other nursery product companies or successfully market the products needed to
retain existing customers and attract new ones. Failure to maintain our competitive position
may materially adversely affect our business, financial condition, results of operations and
prospects.
Our success depends on market recognition of our brands. Any damage to our brands or
reputation may materially and adversely affect our business, financial condition, results
of operations and prospects.
We have achieved our market position and a broad consumer base through our brand in
the nursery product industry. Our primary focus has been on continually enhancing our brand
awareness among consumers. Since our inception, we have been dedicated to building our
flagship brand, BeBeBus. Maintaining and strengthening the reputation and market recognition
of our brand is crucial to our business performance as it fosters confidence in our brand and
encourages more consumers to choose our products.
Our brands and reputation may be affected by various factors, such as:
 the quality and design of our products;
 consumer satisfaction with our products and services;
 our ability to communicate promptly and effectively and respond to consumers’
questions or complaints;
 our ability to protect our trademarks and patents;
 our relationships with suppliers, customers and other business partners, especially
e-commerce platforms, distributors and key accounts; and
 public and media coverage about us, whether substantiated or not.
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Any complaint, claim or negative publicity about us or our products, even if meritless or
immaterial to our operations, could damage our brand and reputation. If we fail to maintain and
strengthen the recognition and reputation of our brands, or to mitigate the risks associated with
our brand image and reputation, the value of our brands may be compromised, which may
materially and adversely affect our business, financial condition, results of operations and
prospects.
We have a limited operating history, which makes it challenging to evaluate our current
business and predict our future prospects.
We began operations in 2018. Our relatively short operating history makes it challenging
to assess our future prospects or forecast our future results, and you should consider our
prospects in light of the risks, expenses and challenges that we may face as an early-stage
company with limited experience operating such businesses in a competitive market. We have
encountered and expect to continue to encounter risks and difficulties frequently experienced
by early-stage businesses, and those risks and difficulties may be heightened in a rapidly
evolving market. Some of the risks affect our ability to:
 retain customers and qualified employees;
 maintain effective control of our development as well as operating costs and
expenses;
 develop and maintain internal personnel, systems, controls and procedures to
comply with the extensive regulatory requirements applicable to the relevant
industries;
 identify suitable business partners for production and collaboration;
 respond to competitive market conditions in the relevant industries; and
 respond to changes in our regulatory environment.
Our failure to achieve any of the above may jeopardize our profitability and brand
reputation. Our customers and business partners may not fully understand or recognize the
value of our products, and the potential new customers and business partners may have
difficulty in distinguishing our products and services from those of our competitors. If we fail
to demonstrate the value of our products and services, the markets for our products do not
continue to develop as we expect, or if we fail to effectively address the needs of the dynamic
and evolving industries in which we operate, our business may be materially and adversely
affected.
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If we are unable to manage our growth or execute our strategies effectively, our expansion
may not be successful and our business, financial condition, results of operations and
prospects may be materially and adversely affected.
Our business has grown substantially since our inception, and we expect continued
growth in our operations, revenue and workforce. As we expand our product offerings, we will
need to enter into strategic alliances with a larger number of partners efficiently and maintain
and expand mutually beneficial relationships with our existing and new partners.
Strategic alliances with third parties could subject us to a number of risks, including risks
associated with sharing proprietary information, non-performance by the counterparty, and an
increase in expenses incurred in establishing new strategic alliances, any of which may
materially and adversely affect our business. We may have little ability to control or monitor
third-party partners’ actions. To the extent the third parties suffer negative publicity or harm
to their reputations from events relating to their business, we may also suffer negative publicity
or harm to our reputation by virtue of our association with such third parties. We also need to
continuously enhance and upgrade our infrastructure and technology, improve control over our
operational, financial and management processes, strengthen our supplier and distributor
management, refine our reporting systems and procedures, and expand, train and manage our
growing employee base. All these initiatives require significant managerial, financial and
human resources. We cannot assure you that we will be able to effectively manage our growth,
that our current infrastructure, systems, procedures, and controls — or any new measures
introduced to enhance them — will be sufficient or effective in supporting our expanding
operations, or that our strategies and new business initiatives will be successfully executed. If
we are not able to manage our growth or execute our strategies effectively, our expansion may
not be successful and our business, financial condition, results of operations and prospects may
be materially and adversely affected.
If we fail to grow or retain our consumer base, or if we fail to anticipate or respond to
changes in consumer tastes and behavioral patterns in a timely manner, our business,
financial condition, results of operations and prospects may be materially and adversely
affected.
The size of our consumer base and the level of their engagement are critical to our
success. If consumers no longer perceive our products as attractive as compared to competing
offerings, we may not be able to increase or maintain our consumer base and the level of their
engagement. Consumer demand may shift away from our products due to a number of factors,
including consumer preferences, income, spending patterns, perception of the safety and
quality of our products and changes in economic and social conditions, such as aging
demographic. Therefore, our ability to compete successfully requires us to effectively
anticipate, gauge and respond to changing consumer demands and tastes for our product lines
and to provide consumers with a range of nursery products. A successful strategy requires us
to respond promptly to shifts in consumer preferences and behavior in a timely manner. We
cannot assure you that we will be successful in anticipating changing consumer preferences and
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behavioral patterns or developing new products to meet shifts in demand. Our failure to
successfully translate market trends into attractive product offerings would have a material
adverse effect on our business, financial condition, results of operations and prospects.
We may not be able to further penetrate existing markets or expand into other
geographical markets.
To date, we are extending our footprint into major international markets such as Europe,
Southeast Asia, and North America. If we are unable to find suitable or reliable customers, our
overseas expansion strategy would be significantly affected. In addition, expansion may
require a significant amount of capital investment and divert the resources and time of our
management. We cannot assure you that we will be able to leverage our experience to expand
into other new geographical markets. Our failure to expand into other new markets may have
a material adverse effect on our business, financial condition, results of operations and
prospects, and we may not have the same degree of success in these new markets that we have
had to date.
As consumers globally prioritize environmentally conscious choices, the demand for
non-toxic, renewable materials and eco-certified products is rapidly increasing. This shift,
driven by regulatory changes like the EU’s “Green Deal” and heightened consumer awareness,
could result in reduced demand for traditional, non-sustainable nursery products. If we fail to
adapt our product offerings to align with these evolving global and domestic preferences, we
may fail to attract consumers and compete effectively in international markets, particularly in
regions such as Europe and North America, where environmental standards are becoming
increasingly stringent.
Successful entry into international markets exposes our business operations to a variety
of risks, including unfavorable regulatory environments, political instability, currency
fluctuations, taxation challenges and labor conditions, which could materially and adversely
affect our business, financial condition, results of operations and prospects. Operating in
international markets requires the compliance with diverse legal, political, regulatory, quality
and safety standards, and societal requirements, as well as adapting to varying economic
conditions within these jurisdictions.
Moreover, international expansion demands extensive coordination across various
jurisdictions and time zones, placing significant requirements on our management resources.
We will be subject to numerous risks associated with international business activities that may
increase costs, affect our capacity to market our products, and require substantial managerial
attention, including but not limited to:
 ensuring that our products and services meet evolving international regulatory
requirements, complying with quality and safety standards, international regulatory
requirements and standards, especially any trade restrictions, tariffs, and price or
exchange controls imposed by both the PRC and foreign governments;
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 managing complexities related to staffing and foreign operations, establishing and
maintaining relationships with international suppliers while addressing potential
supply chain disruptions, and adapting to foreign laws, regulations and restrictions;
 attracting customers in new international markets, and operating within legal
frameworks and business practices that may favor local companies over
international competitors;
 complying with foreign government tax, regulatory, and permit requirements,
including foreign taxes that may not be offset against taxes imposed on us in the
PRC, as well as foreign tax and other laws limiting our ability to repatriate funds to
the PRC;
 managing fluctuations in foreign currency exchange rates and interest rates, and
adjusting to changes in diplomatic and trade relationships;
 protecting or procuring intellectual property rights internationally, and incurring
expenses related to legal actions and liabilities in foreign jurisdictions; and
 addressing geopolitical factors, natural disasters, conflicts, terrorism, health
epidemics, and their potential impacts, and evaluating the resilience of international
economies.
If we fail to effectively mitigate these risks, our business, financial condition, results of
operations, prospects, and cash flows could be materially impacted.
Declining birth rates and economic conditions may affect demand for nursery products.
The demand for nursery products relies on the number of children and broader economic
conditions, which influence consumer spending per child. A decline in birth rates may reduce
the overall market size for these products. In China, the newborn population declined from 12.0
million in 2020 to approximately 9.5 million in 2024, driven by factors such as a shrinking
population of women of childbearing age and the rising average age of people getting married
and giving birth. Additionally, economic fluctuations may influence consumer spending habits,
further affecting market demand. If this trend continues, it could impact overall demand for
nursery products, potentially affecting our business, results of operations, financial condition
and prospect.
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Our business model may not be viable if we are not successful in introducing new designs
and products or in making innovations in our existing products.
Our continued success depends on our ability to consistently improve existing products
and develop new ones through research and development for commercialization. We introduce
and upgrade new products and innovations to existing products from time to time and leverage
on our established market reputation to attract customers and, in some cases, enable us to price
our products at a premium. If we fail to introduce new designs, develop innovative products,
or enhance existing offerings, we may lose our competitive edge. We believe our ability to
maintain success and leadership in the industry is closely tied to the strength of our R&D
capabilities. A significant decline in these capabilities, due to the loss of key R&D personnel,
reduced funding for research and development, or other factors, could result in a substantial
loss of market share to competitors.
Our launch of new products may not be successful and may expose us to new challenges
and increased risks.
The success of our business expansion and sustained growth depends on our ability to
broaden our range of product offerings, set competitive pricing for our products, and maintain
cost efficiency in our R&D and manufacturing processes. Launch of new products will require
us to invest heavily in identifying the right markets and developing new products. It may also
require us to obtain additional permits, certificates or other regulatory approval. We cannot
assure you that our efforts will translate into commercial success. Expanding into new markets
or launching new products involves significant risks and uncertainties. We may fail to
accurately estimate market opportunities, understand competitive landscape, or identify hidden
risks in these new markets. If our new products or services are unsuccessful or fail to attract
enough consumers to achieve profitability, our business, financial condition and results of
operations could be adversely affected.
We mainly rely on e-commerce platforms to market and sell our products online. If these
platforms experience interruption or if our cooperation with such platforms terminates,
deteriorates or becomes more costly, our business, financial condition, results of
operations and prospects may be materially and adversely affected.
We rely on online e-commerce platforms to increase our brand exposure and extend our
reach to consumers. We also sell products directly to consumers through our self-operated
stores on e-commerce platforms. During the Track Record Period, we generated the majority
of our revenue from sales on e-commerce platforms. In 2022, 2023 and 2024 and the six
months ended June 30, 2024 and 2025, we generated revenue of RMB408.1 million, RMB596.5
million, RMB840.9 million, RMB387.6 million and RMB475.3 million from e-commerce
platforms, respectively, representing 80.5%, 70.0%, 67.3%, 66.6% and 65.5% of our revenue
during the same years/periods. See “Business — Our Sales Network” for details.
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At the same time, we are also exploring development opportunities on emerging
e-commerce platforms. To better connect with consumers, we regularly conduct themed
marketing activities on e-commerce platforms and in our online stores to attract consumers’
attention. We cannot assure you that we will be able to maintain market position due to various
factors beyond our control, such as increased competition, evolving sales channels and
changing consumer behaviors, all of which may adversely affect our cooperation with the
platforms. Changes in the platforms themselves or our cooperation with the platforms may
materially and adversely affect our consumer base, and in turn affect our business, financial
condition, results of operations and prospects, including:
 the platforms are subject to negative publicity not attributable to us, such as their
counterfeit or defective goods;
 the platforms fail to generate consumer traffic;
 our cooperation with the platforms is interrupted, terminates, deteriorates or
becomes more costly;
 changes in the policies of the platforms, such as restricting some of our marketing
initiatives or the performance of certain influencers we partner with; and
 the platforms are damaged or interrupted by power failure, computer viruses, acts of
hacking and vandalism.
In China, sales channels have undergone significant changes and may continue to evolve
in the future. We must continue to monitor trends in product distribution and to make necessary
changes in order to optimize our current sales network as well as exploit new channels. As such
changes are beyond our control, we cannot assure you that our relationship with the
e-commerce platforms will remain stable or platforms will constantly attract consumers for us.
We cannot assure you that the cost of cooperating with e-commerce platforms will not increase.
We also cannot assure you that we are able to respond effectively to changes of consumer
behavior with the rise of new platforms or new sales models, especially given the leading
position of some of the e-commerce platforms we have collaborated with. Establishing
relationships with new business partners can be time-consuming and may incur additional
costs. If we fail to expand into new sales channels, we may lose our competitive advantages
to competitors or experience consumer attrition, thereby limiting the scale of our development
in the future. Our ability to successfully integrate the new channels into our existing
multichannel sales network is subject to various factors such as (i) the availability of adequate
management and financial resources; (ii) our ability to hire, train and retain skilled personnel;
and (iii) our capabilities to adjust our supply chain and other operational and management
systems to adapt to an expanded sales network. Failure to successfully expand our sales
network could limit the scale of our future growth and, in turn, materially and adversely affect
our business prospects.
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Our marketing activities may not be effective in attracting consumers, or we may incur
significant costs in a variety of sales and marketing efforts through multiple channels.
Any failure to execute effective sales and marketing strategies or adjust such strategies to
the latest market trend timely may materially and adversely affect our business, financial
condition and results of operations and prospects.
We conduct various marketing activities to promote our products, such as livestreaming
events, online promotional campaigns and content marketing, and offline marketing events.
Through these marketing activities, we intend to enhance our brand awareness in the market,
expand our consumer base and promote sales of our products. We strive to understand
consumer preferences and enhance our brand awareness through various strategies. In 2022,
2023 and 2024 and the six months ended June 30, 2024 and 2025, our selling and distribution
expenses were RMB188.9 million, RMB285.7 million, RMB391.1 million, RMB182.0 million
and RMB224.6 million, respectively, accounting for 37.2%, 33.5%, 31.3%, 31.3% and 30.9%
of our revenue during the same years/periods.
We cannot guarantee that the marketing strategies we apply will be cost-effective. In
addition, we also may not be able to retain or recruit experienced sales and marketing staff, or
to efficiently train junior sales and marketing staff. If the sales and marketing activities to
which we devote significant resources are ineffective, our business, financial condition and
results of operations may be materially and adversely affected. Additionally, as technology
evolves rapidly and the ways people access and share information continue to change, we have
to adjust our marketing strategies and diversify our product offerings to cater to consumers
with varying preferences and characteristics. We cannot assure you that our marketing
activities will precisely capture the consumer behavioral pattern so that purchases of our
products will increase, or that our sales and marketing strategies apply effectively to the new
brands that we may launch, and the failure of any of these may materially and adversely affect
our results of operations.
Moreover, as consumer preferences change over time and new sales channels emerge, we
may not always be able to quickly identify or capitalize on these market opportunities. Failure
to maintain strong relationships with suppliers, customers, and other business partners,
effectively execute our marketing strategies, or promptly adapt to market trends could lead to
a loss of market share, reduced revenue, and harm to our business. In particular, our
relationships with third parties such as distributors, key accounts and e-commerce platforms
are vital for our sales and marketing efforts as they provide us with extensive market access
and insights that help enhance our brand awareness. Nonetheless, we cannot guarantee the
continuation or strengthening of these relationships, as they may be affected by potential
market exits, changes in strategic priorities, or partnerships with competitors. If we fail to
maintain these relationships, our business, financial condition, results of operations and
prospects may be materially and adversely affected.
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We depend in part on our distributor network for the sale of our products. We may
encounter challenges in efficiently expanding our distributor network. Our limited
control over our distributors exposes us to significant risks.
We distribute our products through various channels, including distributors. In 2022,
2023 and 2024 and the six months ended June 30, 2024 and 2025, our revenue generated from
sales to distributors amounted to RMB55.8 million, RMB132.4 million, RMB199.0 million,
RMB95.1 million and RMB137.5 million, respectively, contributing to 11.0%, 15.5%, 15.9%,
16.3% and 18.9% of our revenue, respectively. We rely on the extensive market reach and
established relationships that our distributors have with consumers. However, we cannot assure
you that we shall be able to integrate and maintain long-term, in-depth cooperation with our
existing sales channels. Furthermore, we cannot assure the successful establishment of
partnerships with new distributors and the renewal of contracts with our existing distributors
upon their expiration. If we are unable to meet their requirements, or are expected to incur
commercially unreasonable performance costs, our cooperation may be terminated, which
could have a material adverse impact on our reach to consumers, business, financial condition
and results of operations.
We maintain limited control over the actions and business plans of our distributors. These
parties may engage in various forms of misconduct, even if we prohibit them from doing so in
our agreements with them, including but not limited to, unauthorized sales of products or
distribution into regions that violate distribution rights, unauthorized sales of products on any
e-commerce platform, unauthorized or improper use of our brand name, inadequate promotion
of our products, and violating the anti-corruption laws in the PRC. Any misconduct by our
distributors could have a material adverse effect on our business, results of operations,
reputation, brand recognition and market position.
We generally permit our distributors to engage sub-distributors but do not enter into
agreements or establish direct relationships with them. As a result, we do not have direct
control over sub-distributors. Any failure by sub-distributors or retailers to comply with our
brand and pricing requirements, whether through unauthorized discounting, sales leakage
outside designated regions or brand misuse, could have a material adverse effect on our
business, results of operations, reputation, brand recognition and market position.
Failure of our distributors to comply with our agreements or relevant legal and regulatory
requirements could tarnish our brand image and disrupt our sales. If we become aware of any
distributor failing to fulfill its obligations under our agreements or violating laws, regulations
or standards, to the extent that we are involved in negative publicity, legal actions or
administrative penalties, our ability to effectively market and sell our products may be
adversely affected.
In addition, we face risks associated with managing our multichannel sales network. We
have implemented measures to prevent risks relating to channel stuffing and cannibalization.
See “Business — Our Sales Network — Offline Channels — Distributors” for details.
However, our multiple sales channels might compete with each other and we cannot guarantee
that our measures will be completely effective, which could have a material and adverse impact
on our business, financial condition, results of operations and prospects.
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We may not be able to maintain our revenue growth and profitability or realize revenue
increase and good profitability continuously, and our historical results of operations and
financial performance may not be indicative of future performance.
We experienced significant growth during the Track Record Period. Our revenue
increased by 68.0% from RMB507.2 million in 2022 to RMB852.1 million in 2023, and
increased by 46.6% to RMB1,248.9 million in 2024. Our revenue further increased by 24.7%
from RMB581.9 million in the six months ended June 30, 2024 to RMB725.8 million in the six
months ended June 30, 2025. Our gross profit increased by 76.7% from RMB241.8 million in
2022 to RMB427.3 million in 2023, and increased by 47.2% to RMB629.1 million in 2024. Our
gross profit further increased by 22.6% from RMB292.3 million in the six months ended June
30, 2024 to RMB358.5 million in the six months ended June 30, 2025. There is no assurance
that we will be able to maintain our product sales and our historical growth rate, or achieve a
higher growth rate in the future. We face a number of risks in terms of achieving our future
plans, such as:
 integrating more channels into our sales network;
 expanding our production facilities;
 controlling costs and operating expenses in anticipation of expanded operations;
 recruiting and retaining suitable and professional employees;
 implementing and enhancing our internal control systems and other systems or
processes; and
 addressing new market opportunities and foreseeing challenges as they arise.
If some factors beyond our control emerge, such as decreased consumer spending,
intensified competition, a slowdown in China’s nursery product industry, or changes in the
regulatory environment or general economic conditions, our revenue growth may become slow,
and our revenue and gross profit may be negatively affected.
We recorded net liabilities as of December 31, 2022, 2023 and 2024, and recorded a net
loss in the year ended December 31, 2022.
We recorded net liabilities of RMB144.8 million, RMB112.2 million, and RMB42.8
million as of December 31, 2022, 2023 and 2024, respectively. In addition, we recorded a net
loss of RMB21.2 million in 2022. Our net loss and net liabilities position as of each of these
dates were primarily due to the recognition of the financial liabilities for the redeemable
Preferred Shares that we issued to certain investors as shown in Note 27 to the Accountants’
Report. However, there is no assurance that we will generate sufficient net income or operating
cash flows to meet our working capital requirements and repay our liabilities as they become
due. There can be no assurance that we will be able to prudently manage our working capital
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or raise additional equity or debt financing on terms that are acceptable to us. Our inability to
take these actions as and when necessary could materially adversely affect our liquidity, results
of operations and financial condition.
We recorded net current liabilities of RMB129.6 million as of June 30, 2025.
We recorded net current liabilities of RMB129.6 million as of June 30, 2025, primarily
due to the reclassification of redeemable Preferred Shares. Net current liabilities may expose
us to certain liquidity risks and could constrain our operational flexibility as well as adversely
affect our ability to expand our business. Our future liquidity, the payment of trade and other
payables, as and when they become due, will primarily depend on our ability to maintain
adequate cash inflows from our operating activities and adequate external financing, which will
be affected by our future operating performance, prevailing economic conditions, our financial,
business and other factors, many of which are beyond our control. If we do not have sufficient
working capital to meet future financial needs, we may need to resort to external funding. Our
inability to obtain additional external borrowings on a timely basis or on acceptable terms, or
at all, may also force us to abandon our development and expansion plans, and our business,
financial condition and results of operations may be materially and adversely affected.
Our dependence on a small number of customers exposes us to revenue fluctuations and
potential financial instability.
The performance of our business has been, and will continue to be, dependent on a small
group of major customers. Revenue from our five largest customers in each year/period during
the Track Record Period amounted to RMB126.9 million, RMB269.7 million, RMB406.7
million and RMB246.3 million, respectively, accounting for 25.0%, 31.7%, 32.6% and 33.9%
of our total revenue for the respective years/periods. Our largest customer in each year/period
during the Track Record Period contributed RMB58.3 million, RMB97.7 million, RMB161.5
million and RMB111.9 million, respectively, accounting for 11.5%, 11.5%, 12.9% and 15.4%
of our total revenue for the respective years/periods. See “Business — Customers” for details.
We typically enter into one-year contracts with our major customers, which include
provisions allowing termination in the event of a material breach on our part. Given the
short-term nature of these agreements, we cannot guarantee the continuation of business
relationships at the same level or under the same terms. Our ability to negotiate favorable terms
is limited, and we cannot assure that payments will be made in accordance with the
agreed-upon credit terms, or that they will be made in full.
The loss of, or a reduction in purchases from, any of these major customers could
significantly impact our operations. Finding replacement customers in a timely manner, if at
all, may prove difficult. As a result, any disruption to our relationships with these major
customers could materially and adversely affect our business, financial condition, and results
of operations.
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Depending on a limited number of suppliers, we produce our products through in-house
manufacturing and outsourcing to a few third-party manufacturers, which may subject us
to supplier concentration risks. Any decline in our production capacity and any
disruption to, or material unfavorable changes in, our outsourcing cooperation with
third-party manufacturers will have a material adverse effect on our business, financial
condition, results of operations and prospects.
Our production capacity is integral to our production control and supply chain
management system, which depends on our ability to manage the key factors affecting our
production capacity, namely, raw materials, labor and energy. The demand and sales of our
certain products may sharply increase during our marketing campaigns and peak production
seasons, which in turn may cause production capacity to be unable to satisfy sales needs.
Our material costs constituted 17.5%, 17.3%, 11.6%, 12.0% and 8.6% of our cost of sales
for the years/periods ended December 31, 2022, 2023 and 2024 and the six months ended June
30, 2024 and 2025, respectively. We work closely with a network of reliable suppliers to
maintain a steady and sufficient supply and directly source specific raw materials through
third-party manufacturers as needed, such as plastic, steel, paper, cotton and fabrics. We may
face challenges in obtaining adequate supplies in the necessary quantities, quality and at a
reasonable cost. If there are significant disruptions or reductions in the supply of raw materials,
or if prices increase substantially, we could incur additional costs to secure sufficient quantities
to meet production schedules and fulfill customer commitments. Moreover, if we are unable to
identify alternative sources or obtain the necessary raw materials in a timely manner, any
resulting production shortfalls could lead to inventory shortages at our retail outlets. Any of the
foregoing could impair our ability to meet customer demand and may have an adverse effect
on our reputation, business, financial condition, results of operations and prospects.
During the Track Record Period, we relied on a limited number of suppliers, especially
third-party manufacturers and e-commerce platforms. Our purchases from our five largest
suppliers in aggregate in each year/period during the Track Record Period amounted to
RMB204.5 million, RMB271.9 million, RMB396.8 million and RMB229.9 million,
respectively, accounting for 52.1%, 44.6%, 43.5% and 47.0% of our total purchases in each
year/period during the Track Record Period. Our purchases from our largest supplier in each
year/period during the Track Record Period amounted to RMB77.0 million, RMB93.1 million,
RMB117.8 million and RMB68.8 million, respectively, accounting for 19.6%, 15.3%, 12.9%
and 14.1% of our total purchases for the respective years/periods. See “Business — Suppliers
and Supply Chain Management” for details. This reliance creates a concentration risk that
could have a material adverse effect on our supply chain and operations. Third-party
manufacturers may not be able to provide us with products of sufficiently high quality either
in a timely manner or at a competitive price. We may, from time to time, need to reject products
that do not meet our specifications, which could result in a stock shortage or potential delays
in delivering products to our customers. In addition, if there are significant increases in the
prices quoted by our third-party manufacturers, we may not be able to in turn increase prices
of our services or products to our customers due to competitive pricing pressures. In such
cases, we may have to seek alternative third-party manufacturers with comparable prices and
products or develop similar manufacturing capabilities internally which may result in delivery
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delays to our customers. If we are unable to locate suitable substitutes or manufacture these
products internally, we may have to cease sales of such items, which could have a material
adverse effect on our business, financial condition, results of operations and prospects.
The manufacturing process for products in our industry is complex and any failure to
adhere to quality and safety standards may adversely affect our business, financial
condition, results of operations and prospects.
The nursery product industry is subject to quality and safety standards in jurisdictions
where we operate. In addition, such standards are generally higher than those stipulated in
many other industries, in large part due to the need to protect infants and children from harm
arising from defective products. For example, strollers and car seats may be subject to mass
recalls if there are incidents of such models allegedly resulting in injury or death to infants or
children. We did not incur any material recalls during the Track Record Period and up to the
Latest Practicable Date. We cannot assure you that future instances of product recalls will not
have a material adverse effect on our business, financial condition, results of operations and
prospects. We believe that consumers value nursery product companies that have a reputation
for high quality and safety. If we fail to adhere to quality and safety standards that meet the
expectations of consumers when manufacturing our products, our reputation may be harmed,
we may lose critical customer orders, or our products may be recalled and we face product
liability claims.
Our production may be disrupted by events beyond our control, including operational
hazards or natural calamities.
Our manufacturing equipment includes potentially dangerous equipment, such as
flammables and chemicals. Any significant accident or fire could interrupt our operations and
result in legal and regulatory liabilities. Our insurance coverage for accidents resulting from
the proper or improper use of such equipment, and our fire insurance, may be inadequate to
offset losses arising from claims related to accidents or fires. Moreover, any equipment
involved in an accident, malfunction or fire may be damaged or destroyed, and we may need
to devote time and resources to repair or restore it, thereby adversely impacting our business,
financial condition, results of operations and prospects. The operation of our manufacturing
equipment may be disrupted for reasons that are beyond our control, including natural
disasters, industrial accidents, fires, arson, terrorist attacks, technical failures and labor
disputes.
Our delivery, return and exchange policies may subject us to additional costs and
expenses, which may adversely impact our business, financial condition, results of
operations and prospects.
We have adopted shipping policies that do not necessarily pass the full cost of shipping
on to our customers. Our product return policy allows products with defects to be returned and
exchanged by our customers within a specified period. If we experience any deterioration in
the quality of our products, we will incur higher costs associated with returns, exchanges and
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warranties. We have also adopted customer-friendly return and exchange policies that make it
convenient and easy for customers to change their minds within seven days after completing
direct online purchases from us. See “Business — Customers Support” for details. During the
Track Record Period, we have recorded RMB0.8 million, RMB2.2 million, RMB3.6 million
and RMB2.1 million for our warranties, respectively. As sales volume grows, the number of
products requiring warranty services will also increase, resulting in higher additional costs and
expenses.
In addition to higher warranty-related expenses, returns and exchanges can significantly
affect our profitability and disrupt operations. During the Track Record Period, we recorded
exchange amounts of RMB0.4 million, RMB2.6 million, RMB3.1 million and RMB4.5 million,
respectively, and we recorded return amounts of RMB3.7 million, RMB13.9 million, RMB15.7
million and RMB10.1 million, respectively, both of which directly reduced profit due to refund
outflows and product losses from wear, damage or depreciation. A high return volume can also
affect inventory planning and product mix, resulting in slower turnover, particularly for
seasonal products that, when returned after peak periods, may become obsolete and incur
higher storage costs. Elevated return or exchange rates may also weaken consumer confidence,
prompt negative feedback on social media, and harm our brand reputation. Operationally,
sudden changes in return volume can disrupt supply chain planning, including production and
procurement, which potentially causes overproduction or raw material waste. We also incur
additional costs related to returns, such as labor for inspection and sorting, repackaging,
restocking or disposal and shipping and logistics expenses for both returned and replacement
items.
In addition, we may also be required by law to adopt new or amend existing return,
exchange and warranty policies from time to time. While these policies improve customer
experience and promote customer loyalty, which may in turn help us acquire and retain
customers, they also subject us to additional costs and expenses which we may not recoup
through increased revenue. We cannot assure you that our return, exchange and warranty policy
will not be misused by our customers, which may significantly increase our costs and may
materially and adversely affect our business, financial condition, results of operations and
prospects. If we revise these policies to reduce our costs and expenses, our customers may be
dissatisfied, which may result in loss of existing customers or failure to acquire new customers
at a desirable pace, which may materially and adversely affect our business, financial
condition, results of operations and prospects.
We are subject to various environmental and safety laws and regulations that may
potentially result in costs for compliance or, in the case of non-compliance, could lead to
monetary damages, fines, other liabilities, and harm to our brand and reputation.
We are subject to multiple environmental and safety laws and regulations related to the
manufacturing of our products in the manufacturing process and the operation of our
production facilities. Such laws and regulations govern the use, storage, discharge and disposal
of hazardous materials during the manufacturing process. Development in these laws or other
new environmental and safety laws and regulations may require us to change our operations,
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potentially resulting in a material adverse effect on our business, financial condition, results of
operations, cash flows and prospects. These laws can give rise to administrative oversight
costs, cleanup costs, property damage, liability for bodily injury, fines and penalties. Violations
of these laws and regulations could result in substantial fines and penalties, third-party
damages, suspension of production, remedial actions or a cessation of our operations.
Contamination at properties we own or operate may result in liability for us under
environmental laws and regulations.
In addition, Chinese government may issue new regulations that may require us to take
additional actions to ensure compliance in the future. If our plants or any of our other future
constructions fail to comply with applicable regulations, we could be subject to substantial
liability for clean-up efforts, personal injury or fines or be forced to close or temporarily cease
the operations of our production facilities or other relevant constructions, any of which could
have a material adverse effect on our business, financial condition, results of operations and
prospects.
Our operations are also subject to workplace safety laws and regulations, which require
compliance with various workplace safety requirements, including requirements related to
environmental safety. These laws and regulations can give rise to oversight costs, compliance
costs, liability for bodily injury (including workers’ compensation), fines, and penalties.
Additionally, non-compliance could result in delay or suspension of production or cessation of
operations. The costs required to comply with workplace safety laws can be significant, and
non-compliance could adversely affect our production or other operations, which could have
a material adverse effect on our business, financial condition, results of operations and
prospects.
We are also subject to applicable fire safety laws in the PRC. In accordance with the Fire
Prevention Law of the PRC () adopted on April 29, 1998, amended,
and taking effect on April 29, 2021, a special construction project as provided in the Interim
Provisions on the Examination and Acceptance of Fire Control and Design of Construction
Projects () adopted on June 1, 2020, amended,
and taking effect on October 30, 2023, shall be subject to fire protection design review before
such project commence construction and shall be subject to fire protection inspection before
such project was put into use. Other construction projects shall be subject to fire protection
inspection filing, and the competent department of housing and urban-rural development shall
conduct a random fire protection inspection thereof. The constructor or user entity shall apply
to the fire and rescue department of the local government at or above county level for a fire
safety inspection before a public gathering place is put into use or opens for business.
Moreover, there is a growing focus on the environmental practices of manufacturers.
Additionally, more stringent social responsibility laws and regulations may be adopted in the
future, which may result in an increase in our cost of compliance. Compliance with such
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regulations is considered costly industry-wide. As we expand into new markets, we will
become subject to additional environmental and safety laws and regulations. We may incur
additional costs to ensure compliance with such laws and regulations, as well as to manage
local labor practices.
We may encounter cost increases or disruptions in the supply of raw materials or other
components used in our products.
We incur substantial cost of purchases associated with the procurement of raw materials
and components necessary for manufacturing and assembling our products. The prices of these
raw materials and components are subject to fluctuations and influenced by factors beyond our
control, including market conditions, inflation, supply chain shortages, and global demand for
these materials and components, all of which could adversely affect our business, financial
condition, results of operation and prospects.
Furthermore, currency fluctuations and tariffs, along with other economic or political
conditions, may lead to significant increases in shipping costs and the prices of raw materials
or components. Any substantial increase in these costs would raise our operating expenses and
could potentially reduce our profit margins.
Any issues or delays in scaling and maintaining operations at our existing production
facility or establishing new production facilities could negatively affect the production of
our products.
We manufacture our car seats and highchairs products at our own production facility in
Ningbo, Zhejiang. We also plan to build another production facility in Ningbo (“ New Ningbo
Facility ”), which is expected to commence operations in 2026. Maintaining and expanding our
production facilities, as well as establishing new ones, will require substantial capital resources
and might incur associated depreciation costs. There is no guarantee that we can complete these
constructions in a cost-effective manner or recoup these investments through our production
and sales. Any construction delays or budget overruns could adversely affect our business,
financial condition, results of operation and prospects.
Our production facilities, filled with production machines, raw materials and components,
expose both employees and visitors to heightened risks of bodily injury. These risks arise from
interactions with heavy equipment, the complex nature of mechanical operations, and potential
exposure to hazardous materials. Moreover, the conditions within these plants can lead to
accidents unless safety protocols are strictly enforced and updated on a regular basis. Any
resulting bodily injuries at our production facility, regardless of our fault, could have a material
adverse effect on our business, financial condition, results of operation and prospects.
Additionally, in accordance with PRC laws and regulations, construction projects are
subject to extensive government oversight and approval processes, including but not limited to
project approvals and filings, approvals for construction land and project planning,
environmental protection permits, pollution discharge licenses, drainage permits, work safety
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approvals, fire protection clearances, and inspections and acceptance by relevant authorities.
Any failure to abide by these approval processes may lead to fines or project use suspensions,
any of which would materially and adversely affect our business, financial condition, results
of operation and prospects.
Our leased property interests may be defective or subject to other non-compliance and
our right to lease the properties may be affected, which could cause disruption to our
business.
As of the Latest Practicable Date, we maintained nine leased properties in the PRC with
an aggregate gross floor area of approximately 18,836.93 square meters from third parties,
mainly used as stores, production facilities, and offices. Our leases may be terminated
unexpectedly due to various reasons, such as the landlord opting to repurpose the property,
financial disputes, or breaches of lease terms. Such terminations could force us to find
alternative premises quickly, potentially at higher costs or less favorable locations, impacting
our operational efficiency and increasing costs. When leases on critical properties come up for
renewal, there may be challenges in renegotiating terms that are as favorable as the original
lease. Landlords may demand higher rent, more stringent lease conditions, or shorter lease
durations. Inflationary pressures or changes in the real estate market could also exacerbate this
issue, leading to increased operational costs and potentially limiting our flexibility in business
operations.
Pursuant to the applicable PRC laws and regulations, both lessors and lessees are required
to file the lease agreements with relevant authorities for record and obtain property leasing
filing certificates for their leases. As of the Latest Practicable Date, five of the above-
mentioned leases have been registered and filed with the relevant PRC authorities. The failure
to file and obtain property leasing filing certificates for the other four leases, as required under
PRC laws, may be ordered by relevant authorities to make correction within a stipulated period.
Failure to make correction within the stipulated period may subject us to a fine ranging from
RMB1,000 to RMB10,000 for each agreement not filed. If such fines are imposed, the
maximum penalty we may be required to pay would be approximately RMB40,000 for the
above four leased properties.
In addition, as of the Latest Practicable Date, two of our leased properties were mortgaged
to independent third parties before entering into the lease agreements, and two of these leased
properties were subject to judicial attachments. We may not be able to lease, occupy and use
such leased properties if the lease was challenged by a third-party rights holder, and the
attachment to these properties will not materially adversely affect our business, financial
condition, or results of operations. See “Business — Properties — Leased Properties” for
details. However, our use of these leased properties may still be adversely affected. As a result,
we may need to close or relocate the current properties mainly used as stores, production
facilities, and offices by us. We may be forced to divert management attention, time and costs
to find new sites and relocate these properties mainly used as stores, production facilities, and
offices by us.
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Warehousing and logistics capabilities are key to our operations. We are subject to risks
relating to the warehousing and logistics of the products we sell. Any interruption or delay
of delivery or improper handling of goods may affect our efficiency and customer
satisfaction, which may result in a negative effect on our business.
We store our products in the warehouses of third-party warehousing service suppliers
before delivery. If accidents such as fires occur, our ability to perform the contracts with our
customers could be adversely affected.
During the Track Record Period, we have relied primarily on third-party logistics service
providers for our distribution needs. We cannot guarantee that our products will always be
delivered within the agreed timeframe. Since we do not have direct control over these
outsourced logistics providers, we cannot assure the quality of the delivery process. Improper
handling of products could lead to customer dissatisfaction and damage our brand reputation.
Any delay or disruption in delivery, or mishandling of goods, could materially and adversely
affect our business, financial condition, results of operation and prospects.
We are required to obtain and maintain necessary licenses, approvals and permits for our
operations, the failure to obtain or renew any of which may have a material adverse effect
on us.
Our business operations require us to obtain and periodically renew various approvals,
licenses, registrations, and permits. For instance, in addition to business licenses, we must
secure Registration of Emissions from Stationary Sources permits (๕રϮ೮া) for
our production activities, which are granted upon demonstrating compliance with relevant laws
and regulations, including the Classification Management Catalogue to Pollutant Emission
Permit for Stationary Sources of Pollution (๕રϮ஢̙ʱᗳ၍ଣΤ፽). These
approvals, licenses and permits are subject to examination or verification by relevant
authorities and are valid for a fixed period of time, subject to renewal and accreditation. We
cannot guarantee that we will be able to renew in a timely manner all of the licenses upon their
expiration.
In addition, we may increase our business lines or make acquisitions in the future, which
may expose us to the risk of being unable to obtain the required licenses, approvals or permits.
Further, the approvals, licenses, registrations and permits issued to us may be suspended or
revoked in the event of noncompliance or alleged noncompliance with any terms or conditions
thereof, or pursuant to any regulatory action.
Our New Ningbo Facility, which is expected to commence operations in 2026, is under
construction. During the Track Record Period, there was an instance where construction
commenced on certain parcels before the formal amendment of the construction permit, which
has been fully rectified. See “Business — Legal Compliance and Proceedings — Permits and
Certificates for Our New Ningbo Facility” for details. Any failure to renew the approvals that
have expired or apply for and obtain the required approvals, licenses, registrations or permits,
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or any suspension or revocation of any of the approvals, licenses, registrations and permits that
have been or may be issued to us, as well as any noncompliance incidents, may increase our
operational costs and impede our operations.
We rely on an integrated information management infrastructure to manage our
operations.
We depend on our integrated information management infrastructure, particularly our
ERP system, to effectively manage our production control and supply chain. The ERP system
holds critical data for various business functions, such as quotas, inventory, and financials. To
ensure the system’s secure operation, we have implemented a range of internal management
policies, including regulations for IT system account and access management, as well as IT
system change control. Any failure or disruption to our ERP system, whether due to technical
issues, design defects, or human error, could hinder our ability to manage production control
and supply chain operations. Such a disruption may result in inaccurate cost estimates, supply
chain disruptions, or, in extreme cases, material financial losses and operational setbacks.
Furthermore, our ERP system operates on a SaaS subscription model, with the flexibility
to upgrade versions or implement custom developments to align with our evolving business
needs. However, as our business grows, we may encounter limitations if the ERP system cannot
be modified or upgraded to support the increasing demands of our expanding and diversifying
operations.
In addition, we track key operating metrics, such as industrial design, visual aesthetics
and structural integrity, to assess business performance, which are calculated using internal
project management software. If any material inaccuracies are found in the metrics we use, or
if they are perceived as unreliable, our reputation could suffer, and our evaluation methods may
be called into question. Furthermore, if investors base their decisions on inaccurate operating
metrics, we could face potential legal actions or disputes. Any of the foregoing could
materially and adversely affect our business, financial condition, results of operations and
prospects.
Our future performance is dependent on our ability to attract and retain key personnel.
Our future performance depends to a significant extent upon our ability to continue to
attract, retain and motivate key personnel, including members of our senior management team
and our skilled technical and market research, product development and design, and marketing
and sales personnel. We expect the demand for skilled and experienced personnel to increase
as the nursery product industry expands. In addition, we will require an increasing number of
experienced executives and other skilled employees to implement our growth plans. If we lose
the services of any of these key personnel without suitable replacement, such loss may limit
our competitiveness, interrupt our production processes, reduce our manufacturing quality or
cause consumer dissatisfaction, any of which would adversely affect our business, financial
condition, results of operations and prospects. Moreover, we do not maintain “key personnel”
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insurance for the loss of any key personnel. If we are unable to retain or replace our existing
personnel or attract, retain and motivate experienced personnel in the future, our operations
may be disrupted, and the growth of our business may be delayed or restricted.
Negative publicity about us or our peers, regardless of its accuracy, could materially and
adversely affect our business, brand image or reputation.
Our reputation and brand are vulnerable to many threats that can be difficult or impossible
to control. Any malicious or negative publicity about our Company, implicating the quality of
our products and services, the integrity of our business practices, compliance with laws, and
financial condition or prospects, whether with merit or not, could severely harm our business,
financial condition, results of operation and prospects. Furthermore, negative developments in
the nursery product industry, such as regulatory actions against other players or adoption of
new laws or regulations that restrict the provision of nursery products, may result in a negative
perception of the industry as a whole and undermine the brand recognition we have established.
In addition, we are exposed to detrimental conducts against us, including complaints,
anonymous or otherwise, to regulatory agencies regarding our operations, accounting, revenue,
and regulatory compliance. Moreover, any actual or perceived illegal acts, misbehavior, or
unsatisfactory performance by our employees, or any players in our industry may undermine
consumers’ perception of the industry as a whole and adversely affect our business and results
of operations. Allegations against us may also be posted on the internet by any person or entity
that identifies itself or remains anonymous. Defense against the allegations may incur
significant time and divert management’s attention, and there is no assurance that we will be
able to conclusively refute each of the allegations within a reasonable period of time, or at all.
Our reputation may also be negatively affected as a result of public dissemination of
allegations or malicious statements about us or our industry, which in turn may materially and
adversely affect our stock price.
In addition to traditional media, there has been increasing use of social media platforms
and similar media in China that provide individuals with access to a broad audience of
consumers and other interested persons. The availability of information on instant messaging
applications and social media platforms is virtually immediate without affording us an
opportunity for redress or correction. The opportunity for dissemination of information,
including inaccurate information, is seemingly limitless and readily available. Information
concerning our Company, Shareholders, affiliates, Directors, officers and other employees may
be posted on such platforms at any time. The risks associated with any such negative publicity
or incorrect information cannot be completely eliminated or mitigated and may materially harm
our business, financial condition, results of operation and prospects.
We may be subject to complaints, disputes and lawsuits in the ordinary course of our
business.
We may be subject to complaints, disputes and lawsuits in the ordinary course of our
business, which may be associated with issues such as breach of contract, employment or labor
disputes, intellectual property infringement and environmental matters. Any complaints,
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disputes and lawsuits filed by or against us, whether or not meritorious, could result in
significant costs and diversion of resources, and could cause serious damage to our reputation.
In addition, complaints, disputes and lawsuits filed against us may result from improper
supplies to us, while our suppliers may not compensate us for any costs incurred by us as a
result of such complaints, disputes and lawsuits in a timely manner, or at all. In that case, our
business and financial condition may be negatively affected.
We may face product liability claims if our products are defective or are unfit for their
intended use.
If our products are unfit for their intended use or contain design or manufacturing defects,
we may face product liability claims from our customers or end users of our products.
Currently, PRC law does not require us to purchase product liability insurance in China. As of
the Latest Practicable Date, we had not maintained any product liability insurance for products
that we sell in China. We cannot guarantee that a product liability claim or other litigation will
not be brought against us in the future, or that we will be able to purchase product liability
insurance or other related insurance on acceptable terms. If we were held liable for uninsured
losses or amounts, our business, financial condition, results of operations and prospects may
be adversely affected. We may also have to allocate significant resources and time to defend
ourselves if legal proceedings for product liability are instituted against us. If any such claims
are made, our reputation may also be adversely affected, which may lead to loss of future
business and our business, financial condition, results of operations and prospects could be
materially adversely affected.
Any misconduct by our employees or by business partners and/or their employees could
potentially expose us to significant legal liabilities, reputational harm, and other damages
that may adversely affect our business.
We rely on our employees to maintain and operate our business and have implemented an
internal code of conduct to guide the actions of our employees. However, we do not have
control over the actions of our employees, and any misbehavior of our employees could
materially and adversely affect our reputation and business.
We also rely on our business partners, including suppliers and third-party manufacturers.
We may not be able to successfully monitor, maintain and improve the quality of their products
and services. In the event of any unsatisfactory performance by our business partners and/or
their employees, our business, financial condition, results of operations, prospects and cash
flows may be materially and adversely affected.
In addition, we collaborate with a number of influencers, including KOLs, for our
branding and marketing. Influencers’ reputation is important to our brand image as our
consumers may associate the performance of influencers with our brands. Our reputation could
therefore be potentially damaged from the inappropriate actions or online posts of influencers
which are beyond our control. In addition, with the expansion of influencers in China, the
government may issue stricter laws and regulations to encourage a healthy and orderly
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development of such market. If the influencers fail to comply with the relevant laws,
regulations, rules and policies, they may negatively impact our and our customers’ reputations
and may cause loss to us and our customers. However, we cannot assure you that there would
not be any incident in the future, in which case, our reputation, business and prospects may be
materially and adversely affected.
Our insurance coverage may not completely cover the risks related to our business and
operations.
Natural disasters, acts of war, terrorist acts, political unrest and epidemics, or other events
which are beyond our control, may adversely affect our business, financial condition and
results of operations. We may bear the risk of loss of raw materials or finished products in
transit. We may also face the risk of loss or damage to our properties, machinery and
inventories due to the occurrence of any of the above events. Furthermore, we are subject to
hazards and risks that are normally associated with our operations. Our production activities
are conducted primarily at our production facilities located in Ningbo. Our operations are
subject to interruption or damage by fire, power failure and power shortages, hardware and
software failure, floods, natural disasters and other events beyond our control at our production
facility. As a result, any interruption could seriously compromise our production activities, and
our business, financial condition and results of operations may be materially and adversely
affected. We cannot assure you that our insurance policies are sufficient to cover all the risks
associated with our operations. Losses incurred for liabilities not sufficiently covered by our
insurance policies may have a material and adverse effect on our business, financial condition
and results of operations.
Unauthorized use of our trademarks and patents and the sale of counterfeit products
carrying our brands could result in an erosion of intangible assets, and our business,
financial condition, results of operations and prospects may be adversely affected.
Our trademarks and patents are key to our success and competitive positioning. We
actively register and protect these intellectual properties in the jurisdictions where we currently
operate and plan to expand, including China, North America, Southeast Asia, and Europe. In
addition to the trademarks already registered in our name, we have submitted applications for
registration in several regions, including the PRC, Hong Kong, Southeast Asia, Europe, and the
United States. We have also applied for patents in the PRC and internationally. Details of our
intellectual property rights are set out in Appendix IV to this prospectus under the heading
“Further Information about Our Business — Intellectual Property Rights.” We cannot assure
you that such applications will be successful and should any of them be challenged, rejected
or become unsuccessful for any other reason, we may be unable to use such trademarks and
patents, and it may be difficult for us to establish any claim against any infringement of those
trademarks or patents.
We cannot assure you that the actions we take to protect our trademarks and patents will
prove to be sufficient. The unauthorized use of our trademarks on or patents in counterfeit
products could harm our market image and reputation, which could have a material adverse
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effect on our business, financial condition, results of operations and prospects. We cannot
assure you that there will not be future acts of infringement of our trademarks and patents by
other parties, nor can we assure you that we will be able to defend ourselves successfully
against such acts, as we have done in the past.
In addition, our brand names, or names similar to our brand names, may be registered or
in use by third parties in markets we may wish to enter. As a result, we may have to incur
significant expenses to acquire the right to use our brand names in such markets. If we are
unable to do so, we may be prevented from entering such markets or may only be able to do
so using a different brand name.
Third parties may assert or claim that we have infringed their intellectual property rights.
Our competitors or other third parties may have intellectual property rights and interests
which could potentially come into conflict with ours. If any trademark or patent infringement
or other intellectual property claim against us is successful, we may have to pay damages to
the claimant for losses they have or might have suffered. Furthermore, we may not have a legal
right to continue to develop, produce, use or sell products that are adjudicated to have infringed
third parties’ intellectual property rights. We may be legally required to expend significant
resources to redesign our products so that they do not infringe third parties’ intellectual
property rights or we may be required to obtain relevant licenses to avoid further
infringements. Intellectual property litigation against us could significantly disrupt our
business, divert our management’s attention or consume much of our financial resources. As
a result, any intellectual property dispute could have a material adverse effect on our business,
financial condition and results of operations.
Laws and regulations related to e-commerce activities may impose additional
requirements and obligations on our online operations.
The e-commerce activities we conduct on the e-commerce platforms with which we
collaborate are critical to us. With the consistent development of the e-commerce industry,
activities related to e-commerce are subject to stricter regulations in areas such as data privacy.
For example, the E-Commerce Law of the PRC (),
promulgated by the Standing Committee of the National People’s Congress of the PRC on
August 31, 2018 and implemented on January 1, 2019, requires all e-commerce operators,
broadly defined to include natural persons, legal persons and unincorporated organizations that
engage in business activities of selling commodities or offering services through the internet
and other information networks, to abide by the principles of voluntariness, equality, equity
and good faith, observe the law and business ethics, participate fairly in market competition,
perform obligations in aspects including protection of consumer rights and interests,
environment, intellectual property rights, cybersecurity and individual information, assume
responsibility for the quality of products or services, and accept supervision by the government
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and the public. We may still need to change our online sales models to comply with the
evolving laws and regulations, which may subject us to high costs in our online channels. We
cannot assure you that we will be able to meet all the regulatory requirements in a timely
manner.
Any failure or perceived failure to meet network and data security and personal
information protection requirements may materially and adversely affect our business
and financial condition and results of operations.
We collect certain information from our consumers for operation and transportation
purposes. Our business is subject to various laws and regulations in China associated with data
processing, such as the Personal Information Protection Law of the PRC ( ʕശɛ͏΍ձ਷
), the PRC Cybersecurity Law (), the PRC
Data Security Law () and the Measures for Cybersecurity
Review (). See “Regulatory Overview — Regulations Relating to
Cybersecurity, Data Security, and Privacy Protection” for details. We cannot ensure that our
data may not be abused by our employees or leaked by intention or negligence to third parties,
which may cause damage to our consumers. Any failure or perceived failure to comply with
laws or regulations related to network and data security and personal information protection
with respect to the collection, use, storage, retention, transmit, disclose and other processing
of data may result in negative publicity, claims, litigation or investigations imposed by
applicable authorities, and materially and adversely affect our business, financial condition and
results of operations. See “Business — Information Technology — Data Privacy and Security”
for details.
Our results of operations may fluctuate due to seasonality, and the results for any period
in a year are not necessarily indicative of full-year results.
We have experienced, and we expect to continue to experience, seasonal fluctuations in
our business. E-commerce platforms where we sell our products host major shopping events,
such as the 618 Shopping Festival (618ື) and the Double 11 Shopping Festival ( ᕐɤɓ
ື), which significantly influence market demand. Consequently, during the Track Record
Period, we typically recorded higher sales in the second and fourth quarters of the calendar
year. In light of such seasonal pattern of the demand for our nursery products, our revenue and
results of operations are likely to continue to fluctuate due to seasonality, and thus the results
for any period in a year are not necessarily meaningful, nor can these comparisons be relied
upon in assessing or predicting our future financial performance in a particular year.
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If we fail to effectively manage our inventory, our business, financial condition, results of
operations and prospects may be materially and adversely affected.
We are exposed to inventory risks due to various factors such as heightened competition,
new product launches, potential product defects, changes in consumer demand and shifts in
consumer spending patterns. Effective business operation requires maintaining optimal
inventory levels to ensure timely deliveries and mitigate risks associated with excess or
insufficient stock.
To manage our inventory effectively, we implement inventory control policies and use a
vendor-managed inventory model to handle stock levels and orders. See “Business —
Production and Supply Chain Management — Inventory Control” for details. However,
demand forecasting is inherently uncertain, and significant changes in demand can occur after
orders are placed but before delivery. Incorrect demand forecasts can lead to inventory
obsolescence and shortages, resulting in inventory write-downs or sales at reduced prices,
which would adversely impact our profitability. Moreover, underestimating product demand
may cause production delays if manufacturers cannot scale up production quickly, potentially
causing delays in product delivery and damaging our reputation. Any of the foregoing could
materially and adversely affect our business, financial condition, results of operations and
prospects. As we plan to expand our product lineups, we may continue to face challenges in
effectively managing our inventory.
We are subject to credit risk relating to the collection of trade receivables from our
customers.
Our trade receivables represent the amounts due from customers for products sold in the
ordinary course of business. Generally, we extend credit terms ranging from 30 to 90 days from
the billing date. A substantial majority of our outstanding accounts receivable are not secured
by collateral, third-party bank guarantees, financing arrangements, or credit insurance. As of
December 31, 2022, 2023 and 2024 and June 30, 2025, our trade receivables amounted to
RMB12.9 million, RMB26.7 million, RMB31.4 million and RMB71.5 million, respectively.
We cannot assure you that we will be able to recover all or any part of our trade receivables
due from our customers within the agreed credit terms or at all. Furthermore, to the extent we
expand our business to international markets, our exposure to credit and collectability risk on
our accounts receivable may be higher in certain international markets and our ability to
mitigate such risks may be limited. Failure to collect any overdue trade receivables may have
an adverse effect on our business, financial condition, results of operations and prospects.
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We are subject to payment-related risks that may result in higher operating costs or the
inability to process payments, either of which could harm our business, financial
condition, results of operations and prospects.
Orders placed by customers on our platforms are processed through debit cards, credit
cards and third-party payment channels. These systems may not always be fully effective due
to technical glitches or human error. Any failure to identify or prevent payment fraud could
damage our reputation and result in lost sales and revenue.
In addition, our business depends on the billing, payment, and escrow systems of the
third-party payment service providers to maintain accurate records of payments by customers
and collect such payments. We cooperate with third-party payment channels, such as Weixin
Pay and Alipay, to facilitate consumers’ payment at our stores. According to our collaboration
agreement, these third-party payment platforms provide us with funds transfer services. When
customers purchase our products, they can settle payments through their platforms, and the
corresponding funds will be transferred to our account. At the same time, these third-party
platforms also collect personal and payment information from both merchants and users during
the service process. However, without written consent, neither our Company nor the payment
platform shall disclose any such information to third parties. If any of our third-party payment
service providers terminates its relationship with us or refuses to renew its agreement with us
on commercially reasonable terms, we would need to find alternative payment service
providers and may not be able to secure similar terms or replace such payment service
providers in an acceptable timeframe. Further, the software and services provided by our
third-party payment service providers may fail to meet our expectations, contain errors or
vulnerabilities, encounter disruption or compromise, or experience outages. Our third-party
payment service providers may also be penalized or suspended if they fail to protect personal
information in compliance with relevant laws and regulations. If the quality, utility,
convenience, or attractiveness of these payment processing and escrow services declines, or if
we have to change the pattern of using these payment services for any reason, the attractiveness
of our Company could be materially and adversely affected.
We are also subject to various rules, regulations, and requirements, regulatory or
otherwise, governing electronic funds transfers that could change or be reinterpreted to make
it difficult or impossible for us to comply. If we fail to comply with these rules or requirements,
we may be subject to fines and higher transaction fees and become unable to accept the current
online payment solutions from our customers, and our business, financial condition, and results
of operations could be materially and adversely affected. Business involving online payment
services is subject to a number of risks that could materially and adversely affect third-party
online payment service providers’ ability to provide payment processing and escrow services
to us, including:
 dissatisfaction with these online payment services or decreased use of their services;
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 increasing competition, including from other established Chinese internet
companies, payment service providers, and companies engaged in other financial
technology services;
 changes to rules or practices applicable to payment systems that link to third-party
online payment service providers;
 breach of customers’ personal information and concerns over the use and security of
information collected from buyers;
 service outages, system failures, or failures to effectively scale the system to handle
large and growing transaction volumes;
 increasing costs to third-party online payment service providers, including fees
charged by banks to process transactions through online payment channels, which
would also increase our costs of revenue; and
 failure to manage funds accurately or loss of funds, whether due to employee fraud,
security breaches, technical errors, or otherwise.
We are subject to certain risks relating to third-party payment arrangements.
During the Track Record Period, we accepted payments made by third parties to settle the
amounts that several customers owed to us in connection with their purchases of our products.
In 2022, 2023 and 2024, the aggregate amount settled through such third-party payments was
RMB45.3 million, RMB100.1 million, and RMB75.6 million, respectively, accounting for
8.2%, 10.8%, and 5.5% of our total amount received from our customers during the
corresponding years. In 2022, 2023 and 2024, the number of distributors who settled payments
through third-party payment arrangements was 46, 56 and 100, respectively. Except for some
of our sole proprietorship customers, we have ceased to accept any third-party payment starting
from December 15, 2024. See “Business — Third-party Payment Arrangements” for details.
We are subject to the risks relating to such third-party payments, including potential claims
from third-party payors seeking reimbursement of funds as they may not have been
contractually obligated to us, and possible claims from liquidators representing these
third-party payers. In the event of any claims or legal actions, whether civil or criminal,
initiated against us by third-party payers or their liquidators regarding third-party payments or
for violation or noncompliance of laws and regulations, we would need to allocate significant
financial and managerial resources to defend ourselves, and we may be forced to comply with
the court ruling and return the payment for the products that we sold and services that we
provided, and our business, prospects, financial condition, results of operations, and cash flows
may be adversely affected.
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Changes to the PRC tax laws may have an adverse effect on our financial condition and
results of operations.
Under the EIT Law, foreign-invested enterprises and domestic companies are subject to
a uniform tax rate of 25%. If we no longer enjoy the preferential income tax treatment in the
future, or there are further developments in the PRC taxation laws, rules and regulations,
comparisons between our past post-tax financial results may not be meaningful and should not
be relied upon as indicators of our future performance. Furthermore, there can be no assurance
that there will be no further changes to the PRC tax laws that could adversely affect us. In
addition, any increase in our EIT rate in the future due to the introduction of the EIT Law could
have an adverse effect on our financial condition and results of operations.
Our recognition of deferred income tax asset is subject to significant management
judgment, and we cannot guarantee we will generate sufficient taxable profits in the
future to fully utilize the deferred income tax assets.
A deferred income tax assets is 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 to utilize the asset. Significant management judgement is required to determine the
amount of deferred income tax assets that can be recognized based upon the likely timing and
the level of future taxable profits of the individual entities together with tax planning
strategies. We cannot assure you that we will generate sufficient taxable profits in the future
to fully utilize the deferred income tax assets. If we cannot utilize the deferred income tax
assets, our financial conditions will be adversely affected.
We may need to withhold tax on dividends received from our PRC subsidiaries or
dividends payable by our Company to our foreign investors.
Under the EIT Law, the profits of a foreign invested enterprise arising in 2008 and
onwards which are distributed to its immediate holding company outside the PRC will be
subject to a withholding tax rate of 10.0%. Pursuant to a special arrangement between Hong
Kong and the PRC, the profits distributed by a PRC company to a Hong Kong resident
enterprise will be taxed at a rate of no more than 5.0% if the Hong Kong resident enterprise
owns over 25% of the PRC company. Approvals from competent local tax authorities are
required before an enterprise can enjoy the relevant tax treatments relating to dividends under
relevant taxation treaties. However, according to a tax circular issued by the SA T in February
2009, if the main purpose of an offshore arrangement is to obtain a preferential tax treatment,
the PRC tax authorities have the discretion to adjust the preferential tax rate enjoyed by the
relevant offshore entity. We cannot assure you that the PRC tax authorities will not levy a
higher withholding tax rate to dividends received by our subsidiaries in Hong Kong from our
PRC subsidiaries.
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In addition, under the EIT Law and implementation regulations issued by the State
Council, PRC income tax at the rate of 10% is applicable to dividends payable to investors that
are “non-resident enterprises” (and that do not have an establishment or place of business in
the PRC, or that have such establishment or place of business but the relevant income is not
effectively connected with the establishment or place of business) to the extent such dividends
have their source within the PRC. Similarly, any gain realized on the transfer of Shares by such
investors is also subject to 10% PRC income tax if such gain is regarded as income derived
from sources within the PRC unless a treaty otherwise provides. The 10% income tax rate
applicable to dividends or gain realized on the transfer of Shares may be subject to a reduced
rate of tax based on an available tax treaty between the PRC and the government of the
jurisdiction of which the recipient is a tax resident. If our Company is considered a PRC
“resident enterprise,” for those non-PRC Shareholders, it is unclear whether the dividends our
Company pays with respect to our Company’s Shares or the gain the investors may realize from
the transfer of the Shares would be treated as income derived from sources within the PRC and
be subject to PRC tax. If our Company is required under the EIT Law to withhold PRC income
tax on dividends payable to our foreign Shareholders, the value of your investment in our
Company’s Shares may be materially and adversely affected.
Increase in labor costs enforcement of stricter worker protection laws and regulations in
the PRC may adversely affect our business and profitability.
China’s overall economy and the average wage in China have increased in recent years
and are expected to grow. The average wage level for our employees has also increased in
recent years. We expect that our labor costs, including wages and employee benefits, will
increase. Unless we are able to pass on these increased labor costs to our consumers, our
profitability and results of operations may be materially and adversely affected.
In addition, we have been subject to stricter regulatory requirements in terms of entering
into labor contracts with our employees and paying various statutory employee benefits to
designated government agencies and are encouraged to take out worker-related insurances. See
“Regulatory Overview — Regulations Relating to Employment, Social Insurance and Housing
Fund” for details. In the event that we decide to terminate some of our employees or otherwise
change our employment or labor practices, the PRC Labor Contract Law and its
implementation rules may limit our ability to effect those changes in a desirable or
cost-effective manner, which could adversely affect our business and results of operations.
As the interpretation and implementation of labor-related laws and regulations are still
evolving, our employment practices may violate labor-related laws and regulations in China,
which may subject us to labor disputes or government investigations.
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We may be subject to additional contributions of social insurance and housing provident
fund and late payments and fines imposed by relevant governmental authorities.
In accordance with the PRC Social Insurance Law () and
the Regulations on the Administration of Housing Fund (၍ଣૢԷ) and other
relevant laws and regulations, China has established a social insurance system, including basic
pension insurance, basic medical insurance, work-related injury insurance, unemployment
insurance, maternity insurance, and housing fund system. An employer is required to make
contributions for the statutory social insurance and housing fund for its employees in
accordance with the rates provided under relevant regulations and withhold the contribution
amounts to be paid by the employees themselves. During the Track Record Period, we had not
made social insurance and housing provident fund contributions for our employees in full. In
2022, 2023 and 2024 and the six months ended June 30, 2025, the aggregate shortfall of social
insurance and housing provident fund contributions amounted to RMB5.9 million, RMB7.7
million, RMB9.4 million and RMB5.4 million, respectively. Pursuant to applicable PRC laws
and regulations, if the employer fails to register and establish an account for housing provident
fund contributions, the authority could order the employer to correct it within a prescribed time
limit, where failure to do so at the expiration of the time limit shall result in a fine of not less
than RMB10,000 nor more than RMB50,000 being imposed. Furthermore, in light of the
Article 19(1) of the Supreme People’s Court’s Interpretation (II) on Several Issues Concerning
the Application of Law in Labor Dispute Cases (ج
༆ᙑ ɚ ) (the “New Judicial Interpretation”), promulgated on July 31, 2025,
and effective as of September 1, 2025, if an employer and an employee agree or the employee
undertakes that social insurance contributions need not be paid, the People’s Court shall deem
such agreement or undertaking invalid. Furthermore, where an employer fails to pay social
insurance contributions in accordance with the law, and the employee seeks to terminate the
labor contract and claims economic compensation from the employer pursuant to Article 38(3)
of the PRC Labor Contract Law, the People’s Court shall support such claims, in which case,
the employer remains liable for paying economic compensation (calculated as the number of
years of employment multiplied by the monthly salary) to the employee, notwithstanding any
prior agreement to waive social insurance contributions. See “Regulatory Overview —
Regulations Relating to Employment, Social Insurance and Housing Fund” for details.
We cannot assure you that we will not be liable for paying economic compensation to our
employees, or the relevant government authorities will not require us to pay the outstanding
amount and impose late fees or fines on us. If we are otherwise subject to investigations related
to non-compliance with labor laws and are imposed severe penalties or incur significant legal
fees in connection with labor law disputes or investigations, our business, prospects, results of
operations, financial condition, and cash flows may be adversely affected.
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Our equity-settled share-based compensation expenses may cause shareholding dilution to
our existing Shareholders and have a material and adverse effect on our financial
performance.
We adopted equity-settled share-based payment arrangements of share awards for the
benefit of our Directors, officers and employees as remuneration for their services provided to
us to incentivize and reward the eligible persons who have contributed to our success. In 2022,
2023 and 2024 and the six months ended June 30, 2025, we incurred equity-settled share-based
payment expenses of RMB5.4 million, RMB5.4 million, RMB9.8 million and RMB15.4
million, respectively. To further incentivize our employees, we may grant additional Option
Shares in the future. Issuance of Shares with respect to such share-based compensation may
dilute the shareholding to our existing Shareholders. Expenses associated with equity-settled
share-based compensation may also increase substantially, which may have an adverse effect
on our financial performance.
We may be unable to obtain financing on favorable terms, or at all, to meet our funding
requirements.
We currently fund our operations principally by the proceeds from sales of our products
and the extension of existing bank financing. To finance our ongoing operations, existing and
future capital expenditure requirements, acquisition and investment plans and other funding
requirements, we may need to obtain adequate financing from external sources to supplement
our internal sources of liquidity in the future. Our ability to obtain external financing in the
future is subject to a variety of uncertainties, including, among other things:
 regulatory approvals to raise financing in the domestic or international markets;
 our financial condition, results of operations, cash flows and credit history;
 the condition of the global and domestic financial markets; and
 changes in the PRC monetary policy with respect to bank interest rates and lending
practices and conditions.
We cannot assure you that we will be able to secure sufficient cash flow from our
operations or additional bank financing in the future on favorable terms or at all or that any
fluctuation in interest rates will not affect our ability to fund our operations and planned
developments. If adequate funding is not available to us on favorable terms, or at all, we may
not be able to fund our existing operations and develop or expand our business and, therefore,
our business, financial condition and results of operations may be materially and adversely
affected.
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Our business, financial condition, results of operations and prospects may be adversely
affected by fair value changes of financial assets at FVTPL and valuation uncertainty.
We had financial assets at FVTPL of RMB73.6 million, RMB36.6 million, RMB31.0
million and RMB152.3 million as of December 31, 2022, 2023 and 2024 and June 30, 2025,
respectively, which primarily consist of wealth management products purchased from
reputable, licensed commercial banks in China. We cannot guarantee that in the future, our
financial assets at FVTPL will not be measured using unobservable inputs, which could
introduce additional risks. We are exposed to the risk that our counterparties, such as the banks
issuing these wealth management products, may fail to meet their contractual obligations. This
could occur in the event of a counterparty’s bankruptcy or insolvency, potentially leading to a
material adverse impact on our financial position and cash flow. Furthermore, these wealth
management products are subject to market conditions, including fluctuations in capital
markets and interest rates. V olatility in the market or changes in interest rates could negatively
affect our financial position and cash flow, which in turn may have a material and adverse
effect on our overall financial condition. Additionally, general economic and market conditions
play a significant role in determining the fair value of these products, further adding to the
potential risks. Any of the foregoing could impair our ability to meet consumer demand and
may harm our reputation, business, financial condition, results of operations and prospects.
The acquisition of other companies or businesses, entering into joint ventures, or
investing in financial products could result in operating difficulties and other harmful
consequences.
To enhance our growth, we may acquire businesses, enter into joint ventures or invest in
financial products that we believe would enhance our products and brands and/or our sales and
distribution network. Our ability to grow through these strategies depends upon our ability to
identify, negotiate successfully with and acquire suitable targets. Even if we successfully
complete an acquisition, joint venture transaction or investment, we may experience:
 difficulties in integrating the acquired or joint venture business, its personnel or its
products into our existing business;
 delays or failures in realizing the benefits of the acquired or joint venture business
or its products;
 diversion of our management’s time and attention from other business concerns;
 failures to generate returns from investments in financial products;
 higher costs of integration than we anticipated; or
 difficulties in retaining key employees of the acquired business who are necessary
to manage the acquired business.
Any of the above factors could have a material adverse effect on our business, financial
condition, results of operations and prospects.
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Our business benefits from certain government grants, financial incentives and
discretionary policies granted by local governments. Expiration of, or changes to, these
incentives or policies would have an adverse effect on our business, financial condition,
results of operation and prospects.
In the past, local governments in China granted certain financial incentives from time to
time to our PRC subsidiaries or consolidated affiliated entities as part of their efforts to
encourage the development of local businesses. In 2022, 2023 and 2024 and the six months
ended June 30, 2025, we recorded RMB3.8 million, RMB10.3 million, RMB15.3 million
and RMB23.9 million of government grants, respectively. However, the timing, amount and
criteria of government financial incentives are determined within the sole discretion of
the local government authorities and cannot be predicted with certainty before we actually
receive any financial incentive. We generally do not have the ability to influence local
governments in making these decisions. Local governments may decide to reduce or eliminate
incentives in the future to adapt to a constantly developing society. We cannot assure you of
the continued availability of the government incentives currently enjoyed by our PRC
subsidiaries or consolidated affiliated entities. Any reduction or elimination of incentives
would have an adverse effect on our results of operations.
Our risk management and internal control systems may not be adequate or effective.
We are dedicated to the establishment and maintenance of robust risk management and
internal control systems. While we seek to improve our risk management and internal control
systems on a continuous basis, we cannot assure you that these systems are sufficiently
effective in ensuring, among other things, accurate reporting of our financial results and the
prevention of fraud. See “Business — Risk Management and Internal Control” for details.
Since these systems depend on implementation by our employees, we cannot assure you that
our employees are sufficiently or fully trained to implement these systems, or that their
implementation will be free from human error or mistakes. If we fail to timely update,
implement and modify, or fail to deploy sufficient human resources to maintain our risk
management policies and procedures, our business, financial condition, results of operations
and prospects could be materially and adversely affected.
We may be subject to anti-corruption, anti-bribery, anti-money laundering, financial and
economic sanctions, and similar laws and regulations, and noncompliance with such laws
and regulations can subject us to administrative, civil, and criminal penalties, collateral
consequences, remedial measures, and legal expenses, all of which could adversely affect
our business, financial condition, results of operations and prospects.
We may be subject to anti-corruption, anti-bribery, anti-money laundering, financial and
economic sanctions, and similar laws and regulations in various jurisdictions in which we
conduct activities, including the United States Foreign Corrupt Practices Act (“ FCPA”), and
other anti-corruption laws and regulations. The FCPA prohibits us and our officers, Directors,
employees, and business partners acting on our behalf, including agents, from corruptly
offering, promising, authorizing, or providing anything of value to a “foreign official” for the
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purposes of influencing official decisions or obtaining or retaining business or otherwise
obtaining favorable treatment. The FCPA also requires companies to make and keep books,
records, and accounts that accurately reflect transactions and dispositions of assets and to
maintain a system of adequate internal accounting controls. A violation of these laws or
regulations could adversely affect our business, financial condition, results of operations, and
prospects.
We are also in the process of implementing policies and procedures designed to ensure
compliance by us and our Directors, officers, employees, representatives, consultants, agents,
and business partners with applicable anti-corruption, anti-bribery, anti-money laundering,
financial and economic sanctions, and similar laws and regulations. However, our policies and
procedures may not be sufficient and our Directors, officers, employees, representatives,
consultants, agents, and business partners could engage in improper conduct for which we may
be held responsible.
Non-compliance with anti-corruption, anti-bribery, anti-money laundering, or financial
and economic sanctions laws and regulations could subject us to whistleblower complaints,
adverse media coverage, investigations, and severe administrative, civil and criminal
sanctions, collateral consequences, remedial measures, and legal expenses, all of which could
materially and adversely affect our business, financial condition, results of operations,
prospects and cash flows.
Certain countries or organizations, including the United States, the European Union, the
United Nations, the United Kingdom, and Australia, have, through executive order, legislations
or other government means, implemented measures that impose economic sanctions against
certain countries, regions or targeted industry sectors, groups of companies or persons, and/or
organizations within such countries and regions. Sanctions laws and regulations are continually
evolving, with new individuals and entities regularly being added to the list of sanctioned
persons. Moreover, new requirements or restrictions may come into effect, potentially
intensifying scrutiny on our business, particularly concerning our international expansion
plans, or resulting in one or more of our business activities being deemed to have violated
sanctions. Our business and reputation could be adversely affected if the authorities of relevant
jurisdictions were to determine that any of our future activities constitutes a violation of the
sanctions they impose.
Recent news might have negative impacts on the diaper market in PRC, as well as
confidence in made-in-China diapers, and consequently impacting demand for our
Company’s products.
In March 2025, a prominent report aired on the 315 Consumer Rights Day television
program, highlighting concerns regarding substandard diapers being sold in the market, which
may have been misrepresented as premium products. The report implicated certain domestic
manufacturers, which may lead to a decline in consumer confidence in made-in-China diapers,
particularly in the baby care sector. This negative publicity may have a broader impact on the
reputation of products manufactured in the PRC, including diapers, potentially affecting
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consumer purchasing behavior. As a result of these developments, the demand for its products
could be adversely impacted, as consumers may become more cautious or skeptical regarding
the quality of domestically produced diapers. While the Company adheres to stringent quality
control standards and is committed to maintaining product safety and integrity, any sustained
negative perception of made-in-China products could affect consumer confidence and,
consequently, the Company’s sales performance.
Global or regional economic, political and social conditions, as well as changes in
demographic structure, could adversely affect our industry.
External factors such as potential terrorist attacks, acts of war, financial crises, changes
in demographic structure, economic recessions or geopolitical and social turmoil in those parts
of the world that serve as markets for our products, could adversely affect our business,
financial condition, results of operations and prospects in ways that we cannot predict. As such,
uncertainties relating to economic, political and social conditions, as well as changes in
demographic structure, could make it difficult for our customers and us to accurately plan
future business activities. More generally, these geopolitical, social and economic conditions,
as well as changes in demographic structure, could result in increased volatility in worldwide
financial markets and economies that could adversely impact our revenue. We are not insured
for losses and interruptions caused by terrorist attacks or acts of war. Therefore, any of these
events or circumstances could adversely affect our business, financial condition, results of
operations and prospects.
Changes to international trade regulations, quotas, tariffs and duties may affect prices of
and demand for our products.
The countries into which we plan to import our products, or the countries to which our
products will be exported, may from time to time impose additional new quotas, duties, tariffs
and requirements regarding where raw materials must be purchased, additional workplace
regulations or other restrictions on our imports, including adversely modifying existing
restrictions. Adverse changes in these costs and restrictions could harm our business. To the
best knowledge of our Directors, during the Track Record Period and as of the Latest
Practicable Date, we have maintained compliance with all applicable anti-dumping orders in
foreign jurisdictions where such measures are in force and where we conduct material
operations, with no pending investigations or proceedings related thereto of which we have
been formally notified. We cannot assure you that future international trade regulations, quotas,
tariffs and duties will not increase our costs or provide our competitors with an advantage over
us, either of which may have a material adverse effect on our business, financial condition,
results of operations and prospects.
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Unanticipated regulatory changes may have an adverse impact on our business, financial
condition, results of operation and prospects.
We operate in a highly regulated industry both in China and overseas. We seek to adhere
strictly to regulations in all the jurisdictions in which we operate, particularly those regulations
pertaining to safety and quality. Nevertheless, changes in regulations may have an adverse
impact on our business, financial condition, results of operation and prospects if we are unable
to respond timely to such changes by, for example, not being able to produce sufficient
quantities of a product that adhere to such new regulations. We may also be negatively affected
by regulations on the sourcing of raw materials or components, to the extent we are unable to
procure such materials or components on a cost-effective basis, if at all.
We face risks related to health epidemics, natural disasters, terrorist activities, political
unrest, financial or economic crisis and other force majeure events, which could
significantly disrupt our operations.
Our business could be adversely affected by the effects of health epidemics. In recent
years, there have been outbreaks of COVID-19 pandemic in China and globally. In response to
COVID-19 pandemic, various nations have adopted, among other measures, restrictions on
mobility and travel, cancellation of public activities and temporary suspension on public
transportation which may lead to delays or disruption in our operations, including but not
limited to, business activities and R&D activities. A recurrence of an outbreak of COVID-19
and other health epidemics could restrict the level of economic activities generally and/or slow
down or disrupt our business activities, which could in turn adversely affect our business,
financial condition, results of operations and prospects.
In addition to the impact of health pandemics as described above, our business could be
materially and adversely affected by natural disasters, such as snowstorms, earthquakes, fires
or floods, or other events, such as wars, acts of terrorism, environmental accidents, power
shortage or communication interruptions. The occurrence of such a disaster or prolonged
outbreak of an epidemic illness or other adverse public health developments in the countries
and regions where we have operations could materially disrupt our business and operations.
Such events could also significantly affect our industry and cause a temporary closure of the
facilities we use for our operations, which would severely disrupt our operations and have a
material and adverse effect on our business, financial condition, results of operations and
prospects.
Any financial or economic crisis, or perceived threat of such a crisis, including a
significant decrease in consumer confidence, may materially and adversely affect our business,
financial condition and results of operations. With a deteriorating worldwide economy,
consumer spending and consumption of non-essential items may diminish, which in turn will
affect the demand for our sales and marketing services. It is unclear whether these challenges
will be contained and what effects they each may have. There is considerable uncertainty over
the long-term effects of the expansionary monetary and fiscal policies that have been adopted
by the central banks and financial authorities of some of the economies where we operate our
businesses, including China. To the extent any fluctuations in the global economy significantly
and adversely affect consumers’ demand for our products, our business, financial condition,
results of operations and prospects may be materially and adversely affected.
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RISKS RELATING TO GOVERNMENT REGULATIONS
Changes in the political and economic policies may affect our business, financial
condition, results of operations and prospects.
Our operations are mainly conducted in China. Accordingly, our business, financial
condition, results of operations and prospects are subject to political, economic and social
developments in China. Our business has been and will continue to be affected by the PRC’s
economy, which in turn is continuously influenced by the global economy. Uncertainties in the
global economy and the political environment around the world would also affect China’s
economic growth. It may be difficult for us to predict all the risks that we could face as a result
of the current economic, political and social developments and many of these risks are beyond
our control. Failure to respond to such development and risks could materially affect our
business operations and financial performance.
The PRC legal system is evolving, and failure to respond to it could affect us.
We conduct our business primarily through our subsidiaries in China. Our operations in
China are governed by PRC laws and regulations. The legislation in China and the PRC legal
system has continued to evolve over the past few decades and the PRC government has made
significant progress in promulgating laws and regulations related to economic affairs and
matters; for example, such laws and regulations have significantly enhanced the protections
afforded to various forms of foreign investments in China. However, many of these laws and
regulations are relatively new, and we may need to take certain corresponding measures to
maintain our regulatory compliance, such as adjusting the relevant business or transactions and
introducing compliance experts and talents, which may incur additional related costs and
impact on our business. Any failure to respond to such evolving regulatory environment in
China could materially affect our business and impede our ability to continue our operations.
We may be subject to filing procedure and other requirements of the PRC governmental
authorities in connection with future capital raising activities and future major events.
On July 6, 2021, the relevant PRC government authorities issued Opinions on Strictly
Cracking Down Illegal Securities Activities in Accordance with the Law (੽ᘌ͂Ꮨ
จԈ). These opinions enhanced administration and supervision on overseas
listing by the PRC-based companies and proposed to take effective measures, such as
promoting the construction of relevant regulatory systems to deal with the risks and incidents
faced by the PRC-based overseas-listed companies.
If it is determined that we are subject to any filing or other authorization or requirements
of the PRC governmental authorities for future fund-raising activities or other major events,
and we fail to complete such filing or meet such requirements in a timely manner or at all, we
could be subject to sanctions by the PRC regulatory authorities. Any uncertainties or negative
publicity regarding such filing or other requirements stated above could materially and
adversely affect our reputation, business, financial condition and results of operations.
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Any failure to comply with PRC regulations regarding the registration requirements for
employee share incentive plans may subject us to fines and other legal or administrative
sanctions, which could adversely affect our business, financial condition and results of
operations.
In February 2012, the SAFE promulgated the Notice on Issues Concerning the Foreign
Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of
Overseas Publicly Listed Companies (the “ SAFE Circular 7 ”,ࡈ
). Under SAFE Circular 7 and
other relevant rules and regulations, PRC residents who participate in a stock incentive plan in
an overseas publicly-listed company are required to register with the SAFE or its local
branches or commercial banks and complete certain other procedures.
Participants in a stock incentive plan who are PRC residents must retain a qualified PRC
agent, which could be a PRC subsidiary of the overseas publicly listed company or another
qualified institution selected by a PRC subsidiary, to conduct SAFE registration and other
procedures with respect to the stock incentive plan on behalf of its participants. The
participants must also retain an overseas entrusted institution to manage matters in connection
with their exercise of stock options, the purchase and sale of corresponding stocks or interests
and fund transfers. In addition, the PRC agent is required to amend its SAFE registration with
respect to the stock incentive plan if there is any material change to the stock incentive plan,
the PRC agent or the overseas entrusted institution or other material changes.
We and our PRC employees who may be granted options and/or restricted share units will
be subject to these regulations upon the completion of this Global Offering. Failure to complete
their SAFE registrations may subject these PRC residents to fines of up to RMB300,000 for
entities and up to RMB50,000 for individuals, as well as legal sanctions and may also limit our
ability to contribute additional capital into our PRC subsidiary, limit our PRC subsidiary’s
ability to distribute dividends to us, or otherwise materially and adversely affect our business.
In addition, SA T and MOFCOM have issued certain circulars with respect to employee
share options. Under these circulars, our employees working in China will be subject to PRC
individual income tax if they exercise Share Options. Our PRC subsidiaries have the obligation
to file documents relating to the Share Options with the relevant tax authorities and may be
required to withhold individual income tax for those employees. If our employees fail to pay
income tax, or if we fail to make the filing according to the relevant laws and regulations or
withhold income tax in any case as required, we may face sanctions imposed by the relevant
tax authorities.
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We may be classified as a “PRC resident enterprise” for PRC enterprise income tax
purposes, which could result in unfavorable tax consequences to us and our Shareholders
and have a material adverse effect on our results of operations and the value of your
investment.
Under the EIT Law, an enterprise established outside of the PRC with a “de facto
management body” within China is considered a resident enterprise and will be subject to the
enterprise income tax on its global income at the rate of 25%. The implementation rules define
the term “de facto management body” as the body that exercises full and substantial control
over, and overall management of, the business, production, personnel, accounts and properties
of an enterprise. On April 22, 2009, the SA T issued the Notice of the State Administration of
Taxation on Issues Concerning the Determination of Chinese-Controlled Enterprises
Registered Overseas as Resident Enterprises on the Basis of Their Bodies of Actual
Management (͏
), known as Circular 82, which was last amended on December 29,
2017. Circular 82 provides certain specific criteria for determining whether the “de facto
management body” of a PRC-controlled enterprise that is incorporated offshore is located in
China. The criteria set forth in the circular may reflect the SA T’s general position on how the
“de facto management body” test should be applied in determining the tax resident status of all
offshore enterprises. According to Circular 82, an offshore incorporated enterprise controlled
by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue
of having its “de facto management body” in China and will be subject to PRC enterprise
income tax on its global income only if all of the following conditions are met: (i) the primary
location of the day-to-day operational management is in the PRC; (ii) decisions relating to the
enterprise’s financial and human resource matters are made or are subject to approval by
organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books
and records, company seal, and board and shareholder resolutions are located or maintained in
the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside
in the PRC.
We believe none of our entities outside of China is a PRC resident enterprise for PRC tax
purposes. However, the tax resident status of an enterprise is subject to determination by the
PRC tax authorities, and uncertainties remain with respect to whether we would be deemed an
entity having our “de facto management body” in China. As a majority of our management
members are based in mainland China, it remains unclear how the tax residency rule will apply
to our case. If the PRC tax authorities determine that our Company or any of our subsidiaries
outside of the PRC is a PRC resident enterprise for PRC enterprise income tax purposes, our
Company or such subsidiary could be subject to PRC tax at a rate of 25% on its worldwide
income, which could materially reduce our net profit. In addition, we will also be subject to
PRC enterprise income tax reporting obligations. Furthermore, if the PRC tax authorities
determine that we are a PRC resident enterprise for enterprise income tax purposes, gains
realized on the sale or other disposition of our Shares may be subject to PRC tax, at a rate of
10% in the case of non-PRC enterprises or 20% in the case of non-PRC individuals (in each
case, subject to the provisions of any applicable tax treaty), if such gains are deemed to be from
PRC sources. It is unclear whether non-PRC Shareholders of our Company would be able to
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claim the benefits of any tax treaties between their country of tax residence and the PRC in the
event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on
your investment in our Company.
We principally rely on dividends and other distributions on equity paid by our PRC
subsidiaries to fund any cash and financing requirements we may have. Any limitation on
the ability of our PRC subsidiaries to make payments to us could have a material adverse
effect on our ability to conduct our business or our financial condition.
We are a holding company, and we principally rely on dividends and other distributions
on equity that may be paid by our PRC subsidiaries for our cash and financing requirements,
including the funds necessary to pay dividends and other cash distributions to the holders of
our Shares and service any debt we may incur. If our PRC subsidiaries incur debt on their own
behalf in the future, the instruments governing the debt may restrict their ability to pay
dividends or make other distributions to us.
Under PRC laws and regulations, wholly foreign-owned enterprises in China may pay
dividends only out of their retained earnings as determined in accordance with PRC accounting
standards and regulations. In addition, a wholly foreign-owned enterprise is required to set
aside at least 10% of its after-tax profits each year, after making up previous years’
accumulated losses, if any, to fund certain statutory surplus reserve funds, until the aggregate
amount of such a fund reaches 50% of its registered capital. At the discretion of shareholders
of the wholly foreign-owned enterprise, it may make further contribution to the surplus reserve
using its after-tax profits based on PRC accounting standards. These surplus reserve funds are
not distributable as cash dividends. Any limitation on the ability of our wholly-owned PRC
subsidiaries to pay dividends or make other distributions to us could materially and adversely
limit our ability to grow, make investments or acquisitions that could be beneficial to our
business, pay dividends, or otherwise fund and conduct our business.
Governmental regulations on currency exchange may limit our ability to utilize our
revenue effectively. If our PRC resident Shareholders or beneficial owners fail to comply
with relevant PRC foreign exchange regulations, business, financial condition, results of
operations and prospects may also be materially affected.
The convertibility of Renminbi into foreign currencies and, in certain cases, the
remittance of currency out of China are subject to PRC foreign exchange regulations. Under
existing PRC foreign exchange regulations, payments of current account items, such as profit
distributions and trade and service-related foreign exchange transactions, can be made in
foreign currencies without prior approval from SAFE by complying with certain procedural
requirements. However, approval from or registration with appropriate governmental
authorities is required where Renminbi is to be converted into foreign currency and remitted
out of China to pay capital expenses such as the repayment of loans denominated in foreign
currencies.
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The PRC government may regulate cross-border transactions falling under capital
account. We receive substantially all of our revenue in RMB, and if we fail to meet the
requirements of foreign exchange regulations in the PRC, our ability to pay dividends in
foreign currencies to our Shareholders, including holders of our Shares, may be limited. PRC
regulations relating to offshore investment activities by PRC residents may establish regulatory
procedural requirements on PRC subsidiaries for increasing their registered capital or
distributing profits to us or otherwise exposing us or our PRC resident beneficial owners to
liability and penalties under PRC law.
Pursuant to the Circular on Relevant Issues Concerning Foreign Exchange Administration
for Financing and Round-trip Investments by Domestic Residents through Offshore Special
Purpose V ehicles (೻ҳ༟̮
) (the “ SAFE Circular 75 ”), promulgated by the SAFE and effective
on November 1, 2005, a PRC resident must register with the local SAFE branch prior to
establishing or controlling an overseas special purpose vehicle. SAFE issued the Circular of the
SAFE on Foreign Exchange Administration of Overseas Investment, Financing and
Roundtrip Investments Conducted by Domestic Residents through Special Purpose V ehicles
(೻ҳ༟̮ි၍ଣϞᗫਪᕚ
) (the “ SAFE Circular 37 ”), effective on July 4, 2014, and replaced the SAFE
Circular 75. SAFE Circular 37 requires PRC residents (including PRC individuals and PRC
corporate entities as well as foreign individuals with a habitual residence in China due to
economic interests) to register with SAFE or its local branches in connection with their direct
or indirect offshore investment activities. SAFE Circular 37 further requires amendment to the
SAFE registrations in the event of any changes with respect to the basic information of the
offshore special purpose vehicle, such as changes of the offshore special purpose vehicle’s
name and operational term, or any significant changes with respect to the PRC individual
shareholder, such as the increase or decrease of capital contributions, share transfer or
exchange, or mergers or divisions. SAFE Circular 37 is applicable to our Shareholders who are
PRC residents.
If our Shareholders who are PRC residents fail to make the required registration or to
update the previously filed registration, our PRC subsidiaries may be prohibited from
distributing their profits or the proceeds from any capital reduction, share transfer or
liquidation to us, and we may also be prohibited from making additional capital contributions
into our PRC subsidiaries. In February 2015, SAFE promulgated a Notice on Further
Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment
()( “Notice 13 ”), effective from June
2015, and further amended by SAFE on December 30, 2019. Under Notice 13, applications for
foreign exchange registration of inbound foreign direct investments and outbound overseas
direct investments, including those required under SAFE Circular 37, will be filed with
qualified banks instead of SAFE. The qualified banks will directly examine the applications
and accept registrations under the supervision of SAFE.
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As of the Latest Practicable Date, to the best of our knowledge, our Shareholders had
complied with the requirements as stipulated under SAFE Circular 37 in all material aspects.
However, we may not be informed of the identities of all the PRC residents holding direct or
indirect interest in our Company, and we cannot provide any assurance that these PRC residents
will comply with our request to make or obtain any applicable registrations or continuously
comply with all requirements under SAFE Circular 37 or other related rules. In addition, we
cannot provide any assurance that all of our Shareholders and beneficial owners who are PRC
residents will comply with our request to make, obtain or update any applicable registrations
or comply with other requirements required by SAFE Circular 37 or other related rules in a
timely manner. Even if our Shareholders and beneficial owners who are PRC residents comply
with such request, we cannot provide any assurance that they will successfully obtain or update
any registration required by SAFE Circular 37 or other related rules in a timely manner due to
many factors, including those beyond our and their control. The failure or inability of the
relevant Shareholders to comply with the registration procedures set forth in these regulations
may subject us to fines and legal sanctions, such as restrictions on our cross-border investment
activities, on the ability of our wholly foreign-owned subsidiaries in China to distribute
dividends and the proceeds from any reduction in capital, share transfer or liquidation to us.
Moreover, failure to comply with the various foreign exchange registration requirements
described above could result in liability under PRC law for circumventing applicable foreign
exchange restrictions. As a result, our business operations and our ability to distribute profits
to you could be materially and adversely affected.
Fluctuations in the value of the Renminbi and other currencies may have a material
adverse impact on your investment.
During the Track Record Period, substantially all of our revenue and expenditures were
denominated in Renminbi, while the net proceeds from the Global Offering will be in Hong
Kong dollars. Fluctuations in the exchange rate between the Renminbi and the Hong Kong
dollar will affect the relative purchasing power in Renminbi terms of the proceeds from the
Global Offering. Fluctuations in the exchange rate may also cause us to incur foreign exchange
losses and affect the relative value of any dividend issued by us.
Movements in Renminbi exchange rates are affected by, among other things, changes in
political and economic conditions and China’s foreign exchange regime and policy. With the
development of the foreign exchange market and progress towards interest rate liberalization
and Renminbi internationalization, the PRC government may in the future announce further
changes to the exchange rate system, and we cannot assure you that the Renminbi will not
appreciate or depreciate significantly in value against other currencies in the future. It is
difficult to predict how market forces or relevant government policies may impact the
exchange rate between the Renminbi and other currencies in the future.
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As of the Latest Practicable Date, the fluctuations in the value of the Renminbi and other
currencies do not have a material adverse impact on the business, financial condition or results
of operations of our Group, and we have not entered into any hedging transactions in an effort
to reduce our exposure to foreign currency exchange risks. In any event, the availability and
effectiveness of these hedges may be limited and we may not be able to hedge our exposure
successfully, or at all.
Policies on foreign investment in the PRC may adversely affect business, financial
condition, results of operations and prospects.
The investment activities of foreign investors in the PRC are subject to certain regulations
regarding the industry participated and imposed to additional verification procedures by certain
authorities. The Special Management Measures (Negative List) for the Access of Foreign
Investment (2024) (݄(૶ఊ)(2024و), the “ Negative
List ”) issued by the NDRC and MOFCOM, which set out in a unified manner the restrictive
measures for the access of foreign investments such as the requirements for equity and senior
management, and the industries that are prohibited for foreign investment. The Negative List
covers 11 industries, and any field not covered by the Negative List shall be administered under
the principle of equal treatment to domestic and foreign investment. As of the Latest
Practicable Date, our main business in China does not fall within the Negative List. However,
certain industries are specifically prohibited for foreign investment, which may restrict us from
entering into these industries afterwards.
PRC regulation of loans to, and direct investments in, PRC entities by offshore holding
companies may cause delay in using the proceeds of the Global Offering to make loans or
additional capital contributions to our PRC subsidiaries, which could materially and
adversely affect our liquidity and our ability to fund and expand our business.
We may transfer funds to our PRC subsidiaries or finance our PRC subsidiaries by means
of Shareholders’ loans or capital contributions after completion of the Global Offering. Any
loans to our PRC subsidiaries, which are foreign-invested enterprises (“ FIEs ”), cannot exceed
a statutory limit, and shall be filed with SAFE or its local counterparts after the loan agreement
is signed.
Furthermore, any capital contributions we make to our PRC subsidiaries shall be subject
to the requirement of making necessary filings or reports in the Foreign Investment
Comprehensive Management Information System, and registration with a local bank authorized
by SAFE. We may not be able to obtain these government registrations or approvals, or
complete these government filings on a timely basis, if at all. If we fail to receive such
registrations or approvals or complete such filings, our ability to provide loans or capital
contributions to our PRC subsidiaries in a timely manner may be negatively affected, which
could materially and adversely affect our liquidity and our ability to fund and expand our
business.
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On March 30, 2015, SAFE promulgated the Circular on Reforming the Administration
Measures on Conversion of Foreign Exchange Registered Capital of Foreign-invested
Enterprises ()
(“Circular 19 ”). On June 9, 2016, SAFE further issued the Circular of the State Administration
of Foreign Exchange on Reforming and Regulating Policies on the Control over Foreign
Exchange Settlement of Capital Accounts (ձ஝ᇍ༟͉ධͦഐි၍
)( “ Circular 16 ”), which, among other things, amended certain provisions of
Circular 19. According to Circular 19 and Circular 16, FIEs are allowed to settle 100% of their
foreign exchange capitals and foreign debts from foreign currency into Renminbi on a
discretionary basis, and the flow and use of the Renminbi capital converted from foreign
currency-denominated registered capital of a foreign-invested company is regulated such that
Renminbi capital may not be used for business beyond its business scope or to provide loans
to persons other than affiliates unless otherwise permitted under its business scope. The
applicable foreign exchange circulars and rules may limit our ability to transfer the net
proceeds from the Global Offering to our PRC subsidiaries and convert the net proceeds into
Renminbi, which may adversely affect our business, financial condition and results of
operations.
The M&A Rules and certain other PRC regulations establish various procedures for some
acquisitions of Chinese companies by foreign investors, which could make it more difficult
for us to pursue growth through acquisitions in China.
A number of PRC laws and regulations, including the Provisions on Merger and
Acquisition of Domestic Enterprises by Foreign Investors (ٙ
) promulgated by MOFCOM on June 22, 2009 and effective from June 22, 2009, the
Anti-monopoly Law () promulgated by the Standing Committee
of the National People’s Congress of the PRC on June 24, 2007 and effective from August 1,
2007, and the Rules of Ministry of Commerce on Implementation of Security Review System
of Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (̮਷
) promulgated by MOFCOM on August 25, 2011
and effective from September 1, 2011, have established procedures and requirements that are
expected to make merger and acquisition activities in China by foreign investors more
time-consuming. These include requirements in some instances that MOFCOM be notified in
advance of any change-of-control transaction in which a foreign investor takes control of a
PRC domestic enterprise and that the approval from MOFCOM be obtained in circumstances
where overseas companies established or controlled by PRC enterprises or residents acquire
affiliated domestic companies. PRC laws and regulations also require certain merger and
acquisition transactions to be subject to merger control review or security review. Moreover,
the Anti-Monopoly Law requires that transactions which are deemed concentrations and
involve parties with specified turnover thresholds be cleared by relevant government
authorities before they can be completed. On February 7, 2021, the Anti-monopoly
Commission of the State Council (ึ) issued the Anti-Monopoly Guidelines
for the Internet Platform Economy Sector () that specifies
some of the activities of internet platforms may be identified as monopolistic, and
concentrations of undertakings involving variable interest entities are subject to anti-monopoly
RISK FACTORS
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scrutiny as well. According to the Anti-monopoly Law most recently amended on June 24,
2022 and effective from August 1, 2022, business operators shall not abuse data, algorithms,
technology, capital advantages and platform rules to exclude or limit competition. The
Anti-monopoly Law also requires relevant government authorities to strengthen the
examination of concentration of undertakings in areas such as finance, media, science and
technology, and enhances penalties for violation of the regulations regarding concentration of
undertakings.
We may continue to grow our business by acquiring complementary businesses.
Complying with the requirements of the above-mentioned regulations and other relevant rules
to complete such transactions could be time-consuming, and any required approval processes,
including obtaining approval from MOFCOM or its local counterparts and other government
authorities, may delay or inhibit our ability to complete such transactions. It is unclear whether
our business would be deemed to be in an industry that raises “national defense and security”
or “national security” concerns. However, MOFCOM or other government agencies may
publish explanations in the future determining that our business is in an industry subject to the
security review, in which case our future acquisitions in China, including those by way of
entering into contractual control arrangements with target entities, may be closely scrutinized
or prohibited. As such, our ability to expand our business or maintain or expand our market
share through future acquisitions would be materially and adversely affected.
Y ou may experience difficulties in effecting service of legal process or enforcing foreign
judgments against us, our executive Directors or senior management.
Most of our assets are situated in mainland China and most of our Directors and officers
named in this prospectus reside in mainland China. As a result, it may be difficult to effect
service of process outside mainland China upon most of our Directors and officers, including
with respect to matters arising under applicable securities laws. Mainland China does not have
treaties providing for the reciprocal recognition and enforcement of judgment of courts with
the United States, the United Kingdom and many other countries and regions. Consequently,
recognition and enforcement in the PRC of judgments of a court in these jurisdictions may be
difficult, the outcomes of which are often unpredictable.
On July 14, 2006, Hong Kong and mainland China entered into the Arrangement on
Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the
Courts of the Mainland and of the Hong Kong Special Administrative Region Pursuant to
Choice of Court Agreements Between Parties Concerned (৫
τર) (the “ 2006 Arrangement ”), and
promulgated on July 3, 2008, pursuant to which a party with a final court judgment rendered
by a Hong Kong court requiring payment of money in a civil and commercial case pursuant to
a choice of court agreement in writing may apply for recognition and enforcement of the
judgment in mainland China. Similarly, a party with a final judgment rendered by a PRC court
requiring payment of money in a civil and commercial case pursuant to a choice of court
agreement in writing may apply for recognition and enforcement of the judgment in Hong
Kong. A choice of court agreement in writing is defined as any agreement in writing entered
into between parties after the effective date of the 2006 Arrangement in which a Hong Kong
RISK FACTORS
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court or a PRC court is expressly designated as the court having sole jurisdiction for the
dispute. Therefore, it is not possible to enforce a judgment rendered by a Hong Kong court in
mainland China if the parties in dispute have not agreed to enter into a choice of court
agreement in writing.
On January 18, 2019, the Supreme People’s Court of the PRC and the government of the
Hong Kong Special Administrative Region entered into the Arrangement on Reciprocal
Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of
the Mainland and of the Hong Kong Special Administrative Region (ಥतйБ
τર) (the “ 2019 Arrangement ”), which seeks
to establish a bilateral legal mechanism that provides clarity and certainty for the recognition
and enforcement of judgments in a wider range of civil and commercial matters between Hong
Kong and mainland China, based on criteria other than a written choice of court agreement.
The 2019 Arrangement became effective on January 29, 2024, both in mainland China and in
Hong Kong and replaced the 2006 Arrangement. Under the 2019 Arrangement, any party
concerned may apply to the relevant PRC court or Hong Kong court for recognition and
enforcement of the effective judgments in civil and commercial cases subject to the conditions
set forth in the 2019 Arrangement. However, we cannot assure you that all final judgments will
be recognized and effectively enforced by the relevant PRC court.
RISKS RELATING TO THE GLOBAL OFFERING
There has been no public market for our Shares prior to the Global Offering, and you may
not be able to resell our Shares at or above the Offer Price you pay, or at all.
Prior to the completion of the Global Offering, there has been no public market for our
Shares. There can be no guarantee that an active trading market for our Shares will develop or
be sustained after completion of the Global Offering. In addition, the Offer Price is the result
of negotiations between our Company and the Joint Global Coordinators (for themselves and
on behalf of the Underwriters), which may not be indicative of the price at which our Shares
will be traded following completion of the Global Offering. The market price of our Shares
may drop below the Offer Price at any time after completion of the Global Offering.
The price and trading volume of our Shares may be volatile which could result in
substantial losses for investors purchasing our Shares in the Global Offering.
The trading price of our Shares may be volatile and could fluctuate widely in response to
factors beyond our control, including general market conditions of the securities markets in
Hong Kong and elsewhere in the world. In particular, the performance and fluctuation of the
market prices of other companies with business operations located mainly in China that have
listed their securities in Hong Kong may affect the volatility in the price of and trading volumes
for our Shares. A number of China-based companies have listed their securities, and some are
in the process of preparing to list their securities in Hong Kong. Some of these companies have
experienced significant volatility, including significant price declines after their initial public
offerings. The trading performances of the securities of these companies at the time of or after
RISK FACTORS
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their offerings may affect the overall investor sentiment towards China-based companies listed
in Hong Kong and consequently may impact the trading performance of our Shares. These
broad market and industry factors may significantly affect the market price and volatility of our
Shares, regardless of our actual operating performance. In addition, short seller reports
attacking us could also negatively impact the trading price of our Shares. Public companies that
have substantially all of their operations in China have been the subject of short selling, and
much of the scrutiny and negative publicity has centered on allegations in areas such as
financial reporting, accounting and corporate governance. If we cannot respond timely to the
allegations in the short seller reports, the trading price of our Shares will continue to fluctuate
significantly after such attack. Further, regardless of whether such allegations are grounded, we
could have to expend a significant amount of resources to investigate such allegations and/or
defend ourselves.
If securities or industry analysts do not publish research or reports about our business,
or if they adversely change their recommendations regarding our Shares, the market
price and trading volume for our Shares could decline.
The trading market for our Shares will be influenced by research or reports that industry
or securities analysts publish about our business. If research analysts do not establish and
maintain adequate research coverage or if one or more analysts who cover us downgrade our
Shares or publish inaccurate or unfavorable research about our business, the market price for
our Shares would likely decline. If one or more of these analysts cease to cover 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 for our Shares to decline.
The actual or perceived sale or availability for sale of substantial amounts of our Shares,
especially by our Directors, executive officers and substantial Shareholders, could
materially and adversely affect the prevailing market price of our Shares.
Future sales of a substantial number of our Shares, especially by our Directors, executive
officers and substantial Shareholders, or the perception or anticipation of such sales, could
negatively impact the market price of our Shares in Hong Kong and our ability to raise equity
capital in the future at a time and price that we deem appropriate. The Shares held by our
existing Shareholders are subject to certain lock-up periods beginning on the date on which
trading in our Shares commences on the Stock Exchange. While we are currently not aware of
any intention of such persons to dispose of significant amounts of their Shares after the expiry
of the lock-up periods, we cannot assure you that they will not dispose of any Shares they may
own now or in the future. Market sale of Shares by such Shareholders and the availability of
these Shares for future sale may have negative impact on the market price of our Shares.
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Y ou will incur immediate and substantial dilution and may experience further dilution in
the future.
The Offer Price of our Shares is higher than the net tangible book value per Share
immediately prior to the Global Offering. Therefore, purchasers of our Shares in the Global
Offering will experience an immediate dilution. If we issue additional Shares in the future,
purchasers of our Shares in the Global Offering may experience further dilution in their
shareholding percentage.
We cannot assure you that the Shares will remain listed on the Stock Exchange.
There is no guarantee of the continued listing of the Shares. Among other factors, our
Company may not continue to satisfy the listing requirements of the Stock Exchange. Holders
of the Shares would not be able to sell their Shares through trading on the Stock Exchange if
the Shares were no longer listed on the Stock Exchange.
There can be no assurance of the accuracy or completeness of certain facts, forecasts and
other statistics obtained from various government publications, market data providers
and other independent third-party sources, including the industry expert reports,
contained in this prospectus.
This prospectus, particularly “Industry Overview,” contains information and statistics
relating to the nursery product industry in China. Such information and statistics have been
derived from various government publications, other third-party reports, either commissioned
by us or publicly accessible, and other publicly available sources. We believe that the sources
of the information are appropriate sources for such information, and we have taken reasonable
care in extracting and reproducing such information. However, the information from official
government sources has not been independently verified by us, the Joint Sponsors, any of our
or their respective directors, officers or representatives or any other person involved in the
Global Offering, and no representation is given as to its accuracy. Collection methods of such
information may be flawed or ineffective, or there may be discrepancies between published
information and market practice, which may result in the statistics being inaccurate or not
comparable to statistics produced for other economies. In addition, we cannot assure you that
such information is stated or compiled on the same basis or with the same degree of accuracy
as similar statistics presented elsewhere. In any event, you should consider carefully the
importance placed on such information or statistics.
We cannot assure you that we will declare and distribute any amount of dividends in the
future, and you may have to rely on price appreciation of our Shares for return on your
investment.
We did not declare or distribute dividends to our Shareholders during the Track Record
Period. We may pay cash dividends on our ordinary shares in the foreseeable future. There can
be no assurance that we will declare and distribute any amount of dividends in the future.
Therefore, you should not rely on an investment in our Shares as a source for any future
dividend income.
RISK FACTORS
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Our Board of Directors has complete discretion as to whether to distribute dividends,
subject to certain restrictions under Cayman Islands law, namely that our Company may only
pay dividends either out of profits or share premium account, and provided always that in no
circumstances may a dividend be paid if this would result in our Company being unable to pay
its debts as they fall due in the ordinary course of business. In addition, our ability to pay
dividends or make other distributions to our Shareholders is subject to various factors,
including our business and financial performance, capital and regulatory requirements and
general business conditions. Moreover, our Shareholders may by ordinary resolution declare a
dividend, but no dividend may exceed the amount recommended by our Board of Directors.
Even if our Board of Directors decides to declare and pay dividends, the timing, amount and
form of future dividends, if any, will depend on, among other things, our future results of
operations and cash flow, our capital requirements and surplus, the amount of distributions, if
any, received by us from our subsidiary, our financial condition, contractual restrictions and
other factors deemed relevant by our Board of Directors. Accordingly, the return on your
investment in our Shares will likely depend entirely upon any future price appreciation of our
Shares. There is no guarantee that our Shares will appreciate in value or even maintain the price
at which you purchased the Shares. Y ou may not realize a return on your investment in our
Shares and you may even lose your entire investment in our Shares.
We are a Cayman Islands company and, because judicial precedent regarding the rights
of Shareholders is more limited under the laws of the Cayman Islands than other
jurisdictions, you may have difficulties in protecting and enforcing your Shareholder
rights.
Our corporate affairs are governed by our Memorandum and Articles and by the Cayman
Companies Act and common law of the Cayman Islands. The rights of Shareholders to take
legal action against our Directors and us, actions by minority Shareholders and the fiduciary
responsibilities of our Directors to us under Cayman Islands law are to a large extent governed
by the common law of the Cayman Islands. The common law of the Cayman Islands is derived
in part from comparatively limited judicial precedent in the Cayman Islands as well as from
English common law, which has persuasive, but not binding, authority on a court in the
Cayman Islands. The laws of the Cayman Islands relating to the protection of the interests of
minority Shareholders differ in some respects from those established under statutes and judicial
precedent in existence in the jurisdictions where minority Shareholders may be located. See
“Appendix III — Summary of the Constitution of Our Company and Cayman Islands Company
Laws” for details. As a result of all of the above, minority Shareholders may have difficulties
in protecting their interests under the laws of the Cayman Islands through actions against our
management, Directors or our major Shareholders, which may provide different remedies to
minority Shareholders when compared to the laws of the jurisdiction in which such
shareholders are located.
RISK FACTORS
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Our controlling Shareholders have significant influence over our Company and their
interests may not be aligned with the interests of our other Shareholders.
Immediately upon the completion of the Global Offering, without taking into account any
Shares which may be issued pursuant to the exercise of the Over-allotment Option and any
Shares which may be allotted and issued pursuant to the exercise of Share Options, our
controlling Shareholders will collectively control approximately 52.50% of the voting power
at general meetings of our Company. Our controlling Shareholders will, through their voting
power at the Shareholders’ meetings and their delegates on the Board, have significant
influence over our business and affairs, including decisions in respect of mergers or other
business combinations, acquisition or disposition of assets, issuance of additional Shares or
other equity securities, timing and amount of dividend payments, and our management. Our
controlling Shareholders may not act in the best interests of our minority Shareholders. In
addition, without the consent of our controlling Shareholders, we could be prevented from
entering into transactions that could be beneficial to us. This concentration of ownership may
also discourage, delay or prevent a change in control of our Company, which could deprive our
Shareholders of an opportunity to receive a premium for the Shares as part of a sale of our
Company and may significantly reduce the price of our Shares.
Y ou should read the entire document carefully and should not rely on any information
contained in press articles or other media regarding us and the Global Offering.
We strongly caution you not to rely on any information contained in press articles or other
media regarding us and the Global Offering. Prior to the publication of this prospectus, there
has been press and media coverage regarding us and the Global Offering. Such press and media
coverage may include references to certain information that does not appear in this 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.
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 “anticipate,” “believe,” “could,” “potential,” “continue,” “expect,” “intend,”
“may,” “plan,” “seek,” “will,” “would,” “should” and the negative of these terms and other
similar expressions identify a number of these forward-looking statements. These forward-
looking statements, including, among others, those relating to our future business prospects,
capital expenditure, cash flows, working capital, liquidity and capital resources, are necessary
estimates reflecting the best judgment of our Directors and management and involve a number
of risks and uncertainties that could cause actual results to differ materially from those
suggested by the forward-looking statements. As a consequence, these forward-looking
statements should be considered in light of various important factors, including those set out
in “Risk Factors.” 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.
RISK FACTORS
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In preparation for the Listing, we have sought the following waivers from strict
compliance with the relevant provisions of the Listing Rules.
W AIVER IN RELATION TO MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rule 8.12 of the Listing Rules, an issuer must have a sufficient management
presence in Hong Kong. This normally means that at least two of its executive directors must
be ordinarily resident in Hong Kong.
The headquarters and business operations of our Group are primarily based, managed, and
conducted in the PRC. Our executive Directors ordinarily reside in the PRC. Our senior
management team is based in the PRC and manages our business operations in the PRC.
Historically, our Directors typically met in the PRC. As our executive Directors and senior
management team play very important roles in our business operations, we consider that it is
in the best interest of our Company for them to be based in the place where our Group has
significant operations. As such, our Company does not, and will not for the foreseeable future,
have a sufficient management presence in Hong Kong for the purpose of satisfying the
requirement under Rule 8.12 of the Listing Rules.
Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has
granted us, a waiver from strict compliance with the requirement under Rule 8.12 of the Listing
Rules. We will ensure that there is an effective channel of communication between us and the
Stock Exchange by way of the following arrangements:
(a) we have appointed Mr. Wang, and Ms. Au Wing Han (ᄫ)( “ Ms. Au ”), our joint
company secretary, as our authorized representatives (the “ Authorized
Representatives ”) pursuant to Rule 3.05 of the Listing Rules. Our Authorized
Representatives will act as our principal channel of communication with the Stock
Exchange. Our Authorized Representatives will be readily contactable by phone,
email, and/or facsimile to promptly deal with enquiries from the Stock Exchange,
and will also be available to meet with the Stock Exchange to discuss any matter
within a reasonable period of time upon request of the Stock Exchange;
(b) when the Stock Exchange wishes to contact our Directors on any matter, our
Authorized Representatives will have all necessary means to contact all of our
Directors (including our independent non-executive Directors) promptly at all times.
Our Company will also inform the Stock Exchange promptly in respect of any
change in our Authorized Representatives. We have provided the Stock Exchange
with the contact details of all Directors to facilitate communication with the Stock
Exchange;
(c) all Directors who do not ordinarily reside in Hong Kong possess or can apply for
valid travel documents to visit Hong Kong and can meet with the Stock Exchange
within a reasonable period upon request of the Stock Exchange;
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
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(d) we have appointed Somerley Capital Limited as our Compliance Advisor upon the
Listing pursuant to Rule 3A.19 of the Listing Rules for a period commencing on the
Listing Date and ending on 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
commencing after the Listing Date. The Compliance Advisor will have access at all
times to our Authorized Representatives, Directors and senior management team,
and will act as an additional channel of communication with the Stock Exchange
when our Authorized Representatives are not available; and
(e) we have provided the Stock Exchange with the names, mobile phone numbers, office
phone numbers, facsimile numbers and email addresses of at least two of the
Compliance Advisor’s officers who will act as our Compliance Advisor’s contact
persons between the Stock Exchange and our Company.
W AIVER IN RELATION TO APPOINTMENT OF JOINT COMPANY SECRETARY
Pursuant to Rules 3.28 and 8.17 of the Listing Rules, the company secretary of an issuer
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); and
(c) a certified public accountant as defined in the Professional Accountants Ordinance
(Chapter 50 of the Laws of Hong Kong).
Note 2 to Rule 3.28 of the Listing Rules further sets out the factors that the Stock
Exchange will consider in assessing an individual’s “relevant experience”:
(a) length of employment with the issuer and other issuers and the roles he or 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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Our Company was incorporated in the Cayman Islands, and we primarily conduct
business activities in the PRC. All our Directors and senior management who are familiar with
our activities and have extensive experience in board and corporate management matters
presently do not possess any of the qualifications under Rule 3.28 of the Listing Rules, and
may not be able to solely fulfill the requirements of the Listing Rules.
We propose to appoint Mr. Y an Dong ( ᕙಊ)( “ Mr. Y an”) and Ms. Au as our joint
company secretaries. Although Mr. Y an does not possess the qualifications under Rule 3.28 of
the Listing Rules, we would like to appoint him as a joint company secretary due to his
experience in corporate finance and equity investment and his familiarity with our business
operations and internal management.
Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has
granted us, a waiver from strict compliance with the requirements under Rules 3.28 and 8.17
of the Listing Rules in relation to the appointment of Mr. Y an as our joint company secretary.
Pursuant to paragraphs 13 and 15 of Chapter 3.10 of the Guide, the waiver will be for a
three-year period from the Listing Date (the “ Waiver Period ”) and on the following
conditions: (i) the proposed company secretary must be assisted by a person who possesses the
qualifications or experience as required under Rule 3.28 of the Listing Rules (the “ Qualified
Person ”) and is appointed as a joint company secretary throughout the Waiver Period, and
(ii) the waiver can be revoked if there are material breaches of the Listing Rules by the issuer.
We have appointed Ms. Au, a member of The Hong Kong Chartered Governance Institute,
who is a Qualified Person, as a joint company secretary to provide assistance to Mr. Y an during
the Waiver Period so as to enable Mr. Y an to acquire the relevant experience as required under
Note 2 to Rule 3.28 of the Listing Rules to duly discharge his duties. Given Ms. Au’s
professional qualifications and experience, she will be able to explain to both Mr. Y an and our
Company the relevant requirements under the Listing Rules. Ms. Au will also assist Mr. Y an
in organizing Board meetings and Shareholders’ meetings as well as other matters which are
incidental to the duties of a company secretary. She is expected to work closely with Mr. Y an,
and will maintain regular contact with Mr. Y an, our Directors, and senior management. In
addition, Mr. Y an will comply with the annual professional training requirement under Rule
3.29 of the Listing Rules and will enhance his knowledge of the Listing Rules during the
Waiver Period. Mr. Y an will also be assisted by (a) the Compliance Advisor, particularly in
relation to compliance with the Listing Rules, and (b) the Hong Kong legal advisor of our
Company on matters concerning our Company’s ongoing compliance with the Listing Rules
and the applicable laws and regulations. If and when Ms. Au ceases to be a joint company
secretary before the end of the Waiver Period, our Company will appoint another Qualified
Person as a replacement. Such a waiver can be revoked if there are material breaches of the
Listing Rules by our Company.
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
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We will liaise with the Stock Exchange before the end of the Waiver Period to enable it
to assess whether Mr. Y an, having had the benefit of Ms. Au’s and, if applicable, another
Qualified Person’s assistance for three years, has acquired relevant experience within the
meaning of Rule 3.28 of the Listing Rules so that a further waiver will not be necessary.
For further information regarding the qualifications and experience of Mr. Y an and
Ms. Au, see “Directors and Senior Management.”
CONSENT IN RESPECT OF THE PROPOSED SUBSCRIPTION OF SHARES BY A
CORNERSTONE INVESTOR WHO IS A CONNECTED CLIENT
Paragraph 5(1) of Appendix F1 to the Listing Rules provides that no allocations will be
permitted to “connected clients” of the overall coordinator(s), any syndicate member(s) (other
than the overall coordinator(s)) or any distributor(s) (other than syndicate member(s))
(collectively, the “ Distributors ”, and each a “ Distributor ”), without the prior written consent
of the Stock Exchange.
Paragraph 13(7) of the Appendix F1 to the Listing Rules states that “connected client” in
relation to an exchange participant means any client which is a member of the same group of
companies as such exchange participant.
Huatai Capital Investment Limited (“ HTCI ”) has entered into a cornerstone investment
agreement with the Company and CITIC Securities (Hong Kong) Limited, CLSA Limited,
Haitong International Capital Limited, Haitong International Securities Company Limited and
Futu Securities International (Hong Kong) Limited. HTCI and Huatai Securities Company
Limited (“ HTSC ”) will enter into a series of cross border delta-one OTC swap transactions
(the “ Tongyi OTC Swaps ”) with each other and their ultimate clients (“ HTCI Ultimate
Clients (Tongyi) ”), respectively, pursuant to which HTCI will hold the Offer Shares on a
non-discretionary basis to hedge the Tongyi OTC Swaps, respectively, while the economic
risks and returns of the underlying Offer Shares are passed to the HTCI Ultimate Clients
(Tongyi). HTCI, HTSC and Huatai Financial Holdings (Hong Kong) Limited (“ Huatai ”), one
of the Joint Bookrunners, Joint Lead Managers and Underwriters of the Global Offering, are
members of the same group of companies. Accordingly, HTCI is a connected client of Huatai.
We have applied for, and the Stock Exchange has granted, a consent under paragraph 5(1)
of Appendix F1 to the Listing Rules to permit HTCI (in connection with the Tongyi OTC
Swaps) to participate in the Global Offering as a cornerstone investor on the following basis
and conditions as set out in Paragraph 5 of Chapter 4.15 of the Guide for New Listing
Applicants:
(a) any Offer Shares to be allocated to HTCI will be held on behalf of independent third
parties;
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
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(b) the cornerstone investment agreement of HTCI does not contain any material terms
which are more favourable to HTCI than those in other cornerstone investment
agreements;
(c) no preferential treatment has been, nor will be, given to HTCI by virtue of its
relationship with Huatai, in any allocation of Offer Shares in the International
Offering other than the assured entitlement under the cornerstone investment
agreement;
(d) HTCI confirms that to the best of its knowledge and belief, it has not received and
will not receive preferential treatment in the allocation of Offer Shares in the Global
Offering as a cornerstone investor by virtue of its relationship with Huatai, other
than the assured entitlement under the relevant cornerstone investment agreements;
(e) each of the Company, the Overall Coordinators and HTCI has provided the Stock
Exchange with written confirmations in accordance with Chapter 4.15 of the Guide
for New Listing Applicants; and
(f) details of the cornerstone investment and details of the allocations will be disclosed
in “Cornerstone Investors” section of this prospectus and the allotment result
announcement.
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 (including any proposed Director who is named
as such in this prospectus) collectively and individually accept full responsibility, includes
particulars given in compliance with the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules (Chapter 571V
of the Laws of Hong Kong), and the Listing Rules for the purpose of giving information to the
public 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 herein or this prospectus
misleading.
CSRC FILING
On June 25, 2025, the CSRC issued a notification on our Company’s completion of the
PRC filing procedures for the Global Offering and the Listing.
INFORMATION ON THE GLOBAL OFFERING
This prospectus is published solely in connection with the Hong Kong Public Offering,
which forms part of the Global Offering. For applications under the Hong Kong Public
Offering, this prospectus sets out the terms and conditions of the Hong Kong Public Offering.
The Hong Kong Offer Shares are offered solely on the basis of the information contained
and representations made in this prospectus and on the terms and subject to the conditions set
out herein. No person is authorized to give any information in connection with the Global
Offering or to make any representation not contained in this prospectus, and any information
or representation not contained herein must not be relied upon as having been authorized by
our Company, the Joint Sponsors, the Overall Coordinators, the Sponsor-Overall Coordinators,
the Capital Market Intermediaries, the Joint Global Coordinators, the Joint Bookrunners, the
Joint Lead Managers, any of the Underwriters, any of our or their respective affiliates,
directors, officers, employees, advisors, agents or representatives, or any other persons or
parties 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.
The Listing is sponsored by the Joint Sponsors and the Global Offering is managed by the
Overall Coordinators. Pursuant to the Hong Kong Underwriting Agreement, the Hong Kong
Public Offering is fully underwritten by the Hong Kong Underwriters under the terms and
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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conditions therein. The International Offering is expected to be fully underwritten by the
International Underwriters and subject to the terms and conditions of the International
Underwriting Agreement. For details of the Underwriters and the underwriting arrangements,
see “Underwriting.”
For details of the structure of the Global Offering, including its conditions and the
arrangements relating to the Over-allotment Option and stabilization, see “Structure of the
Global Offering.” For procedures for applying for the Hong Kong Offer Shares, see “How to
Apply for Hong Kong Offer Shares.”
RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES
Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering
will be required, or be deemed by his/her/its acquisition of the Hong Kong Offer Shares, to
confirm that he/she/it is aware of the restrictions on the offer and sale of the Hong Kong Offer
Shares described in this prospectus.
No action has been taken to permit a public offering of the Offer Shares outside Hong
Kong or the publication of this prospectus in any jurisdiction other than Hong Kong.
Accordingly, and without limitation to the following, this prospectus may not be used for the
purpose of, and does not constitute, an offer or invitation in any jurisdiction or in any
circumstances where such an offer or invitation is not authorized or to any person to whom it
is unlawful to make such an offer or invitation for subscription. The publication of this
prospectus and the offer 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.
APPLICATION FOR LISTING OF THE SHARES ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the listing of, and permission to deal
in, the Shares in issue (including the Shares outstanding and to be converted from
the Preferred Shares) and to be issued pursuant to (i) the Global Offering, (ii) the exercise of
the Over-allotment Option, and (iii) the exercise of Share Options on the basis that, among
other things, we satisfy the market capitalization/revenue/cash flow test under Rule 8.05(2) of
the Listing Rules with reference to (i) our expected market capitalization at the time of Listing
which, based on the low end of the indicative Offer Price range, exceeds HK$2 billion, (ii) our
revenue for the year ended December 31, 2024 which exceeded HK$500 million, and (iii) our
aggregate positive cash flow from operating activities carried out by our Group for the three
years ended December 31, 2024 which exceeded HK$100 million.
No part of our share 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 in the near future.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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Under Section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, any allotment made in respect of any application will be invalid if the listing of,
and permission to deal in, the Shares on the Stock Exchange is refused before the expiration
of three weeks from the date of closing of the application lists, or such longer period (not
exceeding six weeks) as may, within the said three weeks, be notified to our Company by or
on behalf of the Stock Exchange.
COMMENCEMENT OF DEALINGS IN THE SHARES
Dealings in the Shares on the Stock Exchange are expected to commence on Tuesday,
September 23, 2025. The stock code of the Shares will be 6090.
SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of the listing of, and permission to deal in, the Shares on the Stock
Exchange and our compliance with the stock admission requirements of HKSCC, the Shares
will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in
CCASS with effect from the Listing Date or any other date as determined by HKSCC.
Settlement of transactions between participants of the Stock Exchange is required to take place
in CCASS on the second settlement day after any trading day. All activities under CCASS are
subject to the General Rules of HKSCC and HKSCC Operational Procedures in effect from
time to time. All necessary arrangements have been made enabling the Shares to be admitted
into CCASS. Investors should seek advice of their stockbrokers or other professional advisors
for details of the settlement arrangements as such arrangements may affect their rights and
interests.
SHARE REGISTER AND STAMP DUTY
Our principal register of members will be maintained by our Principal Share Registrar in
the Cayman Islands. Our Hong Kong register of members will be maintained by our Hong
Kong Share Registrar in Hong Kong.
All Offer Shares issued pursuant to applications made under the Hong Kong Public
Offering and the International Offering will be registered in our Hong Kong register of
members in Hong Kong. Dealings in the Shares registered in our Hong Kong register of
members will be subject to Hong Kong stamp duty. For details on Hong Kong stamp duty,
please seek professional tax advice.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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PROFESSIONAL TAX ADVICE RECOMMENDED
Potential investors in the Global Offering are recommended to consult their professional
advisors if they are in any doubt as to the taxation implications of subscription for, purchase,
holding, disposal of, dealing in, or the exercise of any rights in relation to, the Shares. None
of our Company, the Joint Sponsors, the Overall Coordinators, the Sponsor-Overall
Coordinators, the Capital Market Intermediaries, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Underwriters, any of our or their respective
affiliates, directors, officers, employees, advisors, agents or representatives, or any other
persons or parties involved in the Global Offering accepts responsibility for any tax effects on,
or liabilities of, any person resulting from the subscription for, purchase, holding, disposal of,
dealing in, or the exercise of any rights in relation to, the Shares.
LANGUAGE
If there is any inconsistency between the English version of this prospectus and the
Chinese translation of this prospectus, the English version of this prospectus shall prevail
unless otherwise stated. For ease of reference, the names of Chinese laws and regulations,
government authorities, institutions, natural persons or entities have been included in this
prospectus in both the Chinese and English languages. In the event of any inconsistency, the
Chinese version shall prevail.
ROUNDING
Certain amounts and percentage figures, such as share ownership and operating data,
included in this prospectus may 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.
EXCHANGE RATE CONVERSION
Solely for your convenience, this prospectus contains conversion among certain amounts
denominated in Renminbi, Hong Kong dollar and U.S. dollar at specified rates.
Unless otherwise specified, the conversion of Renminbi into Hong Kong dollar, of
Renminbi into U.S. dollar and of Hong Kong dollar into U.S. dollar, and vice versa, in this
prospectus was made at the following rates:
RMB0.91094 to HK$1.00
RMB7.1029 to US$1.00
HK$7.7977 to US$1.00
No representation is made that any amounts in Renminbi, Hong Kong dollar or U.S. dollar
can be or could have been at the relevant dates converted at the above rates or any other rates
or at all.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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DIRECTORS
Name Address Nationality
Executive Directors
Mr. Wang Wei ( ӓᇲ) Room 101, No. 79
Ganquanyi Village
Putuo District
Shanghai
PRC
Chinese
Ms. Shen Ling (ࡗRoom 405, No. 144, Lane 126
Changshou South Road
Zhonghe Neighborhood
Yinzhou District
Ningbo
Zhejiang Province
PRC
Chinese
Mr. Y an Dong ( ᕙಊ) No. 704, 7/F, Building No. 5
Lukou Dongli
Fengtai District
Beijing
PRC
Chinese
Independent Non-executive Directors
Mr. Y an Jianjun (ࠏRoom 202, No. 2, Lane 125
Changningzhi Road
Changning District
Shanghai
PRC
Chinese
Mr. Y u Chun Kau (ଢ) Unit E, 43/F
L’Hiver (Tower 4) Les Saisons
28 Tai On Street
Sai Wan Ho
Hong Kong
Chinese
Ms. Chan Wing Ki ( ௓጑೘) Unit H, 31/F
The Nova
88 Third Street
Sai Ying Pun
Hong Kong
Chinese
For details of our Directors, see “Directors and Senior Management.”
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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PARTIES INVOLVED IN THE GLOBAL OFFERING
Joint Sponsors CITIC Securities (Hong Kong) Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Haitong International Capital Limited
Suites 3001-3006 and 3015-3016
One International Finance Centre
No. 1 Harbour View Street
Central
Hong Kong
Sponsor-Overall Coordinators CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Haitong International Securities
Company Limited
28/F, 30/F Suites 3001-10 and 3015-16
One International Finance Centre
No. 1 Harbour View Street
Central
Hong Kong
Overall Coordinators CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Haitong International Securities
Company Limited
28/F, 30/F Suites 3001-10 and 3015-16
One International Finance Centre
No. 1 Harbour View Street
Central
Hong Kong
Futu Securities International
(Hong Kong) Limited
34/F, United Centre
95 Queensway
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Joint Global Coordinators CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Haitong International Securities
Company Limited
28/F, 30/F Suites 3001-10 and 3015-16
One International Finance Centre
No. 1 Harbour View Street
Central
Hong Kong
Futu Securities International
(Hong Kong) Limited
34/F, United Centre
95 Queensway
Hong Kong
Joint Bookrunners CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Haitong International Securities
Company Limited
28/F, 30/F Suites 3001-10 and 3015-16
One International Finance Centre
No. 1 Harbour View Street
Central
Hong Kong
Futu Securities International
(Hong Kong) Limited
34/F, United Centre
95 Queensway
Hong Kong
SPDB International Capital Limited
33/F, SPD Bank Tower
1 Hennessy Road
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–1 1 5–


--- page 125 ---
Huatai Financial Holdings (Hong Kong)
Limited
62/F, The Center
99 Queen’s Road Central
Hong Kong
Livermore Holdings Limited
Unit 1214A, 12/F Tower II
Cheung Sha Wan Plaza Road
Kowloon
Hong Kong
Patrons Securities Limited
Unit 3214, 32/F, Cosco Tower
183 Queen’s Road Central
Sheung Wan
Hong Kong
Joint Lead Managers and
Capital Market Intermediaries
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Haitong International Securities
Company Limited
28/F, 30/F Suites 3001-10 and 3015-16
One International Finance Centre
No. 1 Harbour View Street
Central
Hong Kong
Futu Securities International
(Hong Kong) Limited
34/F, United Centre
95 Queensway
Hong Kong
SPDB International Capital Limited
33/F, SPD Bank Tower 1
Hennessy Road
Hong Kong
Huatai Financial Holdings (Hong Kong)
Limited
62/F, The Center
99 Queen’s Road Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–1 1 6–


--- page 126 ---
Livermore Holdings Limited
Unit 1214A, 12/F Tower II
Cheung Sha Wan Plaza Road
Kowloon
Hong Kong
Patrons Securities Limited
Unit 3214, 32/F, Cosco Tower
183 Queen’s Road Central
Sheung Wan
Hong Kong
Legal Advisors to Our Company As to Hong Kong and United States laws:
Cooley HK
35/F, Two Exchange Square
8 Connaught Place
Central
Hong Kong
As to PRC laws:
Commerce & Finance Law Offices
12-15/F, China World Office 2
No. 1 Jianguomeiwai Avenue
Chaoyang District
Beijing
PRC
As to Cayman Islands laws:
Harney Westwood & Riegels
3501 The Center
99 Queen’s Road Central
Hong Kong
Legal Advisors to the Joint Sponsors and
the Underwriters
As to Hong Kong and United States laws:
Ashurst Hong Kong
43/F Jardine House
1 Connaught Place
Central
Hong Kong
As to PRC laws:
Jingtian & Gongcheng
34/F, Tower 3, China Central Place
77 Jianguo Road
Beijing
PRC
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–1 1 7–


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Reporting Accountants and
Independent Auditor
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
Jing’an District
Shanghai
PRC
Compliance Advisor Somerley Capital Limited
20/F, China Building
29 Queen’s Road Central
Hong Kong
Receiving Banks Bank of China (Hong Kong) Limited
1 Garden Road
Hong Kong
Bank of Communications Co., Ltd.
Hong Kong Branch
Unit B B/F & G/F, Unit C G/F, 1-3/F, 16/F
Room 01 & 18/F, Wheelock House
20 Pedder Street
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–1 1 8–


--- page 128 ---
Registered Office The offices of ICS Corporate Service
(Cayman) Limited
Palm Grove Unit 4, 265 Smith Road
George Town, P .O. Box 52A
Edgewater Way #1653
Grand Cayman KY1-9006
Cayman Islands
Headquarters and Principal Place of
Business in the PRC
3-4/F, Building 10, Lane 28
Danba Road
Putuo District
Shanghai
PRC
Principal Place of Business in Hong Kong 40th Floor, Dah Sing Financial Centre
No. 248 Queen’s Road East
Wanchai
Hong Kong
Company’s Website www.butong.com
(The information contained on this website
does not form part of this prospectus)
Joint Company Secretaries Mr. Y an Dong ( ᕙಊ)
No. 704, 7/F, Building No. 5
Lukou Dongli
Fengtai District
Beijing
PRC
Ms. Au Wing Han (ᄫ) (ACG)
40th Floor, Dah Sing Financial Centre
No. 248 Queen’s Road East
Wanchai
Hong Kong
Authorized Representatives Mr. Wang Wei ( ӓᇲ)
Room 101, No. 79, Ganquanyi Village
Putuo District
Shanghai
PRC
CORPORATE INFORMATION
–1 1 9–


--- page 129 ---
Ms. Au Wing Han (ᄫ)
40th Floor, Dah Sing Financial Centre
No. 248 Queen’s Road East
Wanchai
Hong Kong
Audit Committee Mr. Y u Chun Kau (ଢ) (Chairperson)
Mr. Y an Jianjun (ࠏ)
Ms. Chan Wing Ki ( ௓጑೘)
Nomination Committee Mr. Wang Wei ( ӓᇲ) (Chairperson)
Ms. Chan Wing Ki ( ௓጑೘)
Mr. Y u Chun Kau (ଢ)
Remuneration Committee Mr. Y an Jianjun (ࠏ)Chairperson)
Mr. Wang Wei ( ӓᇲ)
Mr. Y u Chun Kau (ଢ)
Principal Share Registrar ICS Corporate Services
(Cayman) Limited
3-212 Governors Square
23 Lime Tree Bay Avenue
P .O. Box 30746
Seven Mile Beach
Grand Cayman KY1-1203
Cayman Islands
Hong Kong Share Registrar Computershare Hong Kong Investor
Services Limited
Shops 1712-1716
17th Floor, Hopewell Centre
183 Queen’s Road East
Wanchai
Hong Kong
Principal Bankers Industrial Bank Co., Ltd. Shanghai Shixi
Branch
T2-101, Building 16
No. 1685 Jinshajiang Road
Putuo District
Shanghai
PRC
CORPORATE INFORMATION
– 120 –


--- page 130 ---
China CITIC Bank Shanghai Pent-Ox
Metropolis Branch
Room 101, No. 1085 Pudong Avenue
Pudong New District
Shanghai
PRC
Bank of Ningbo Yinzhou Central Branch
No. 700 Ningnan South Road
Yinzhou District
Ningbo
Zhejiang Province
PRC
Bank of Ningbo Fenghua Branch
No. 16 Zhongshan Road
Fenghua District
Ningbo
Zhejiang Province
PRC
CORPORATE INFORMATION
– 121 –


--- page 131 ---
The information and statistics set out in this section and other sections of this
prospectus were extracted from different official government publications, available
sources from public market research and other sources from independent suppliers, and
from the independent industry report prepared by Frost & Sullivan. We engaged Frost &
Sullivan to prepare the Frost & Sullivan Report. The information from official
government sources has not been independently verified by us, the Joint Sponsors, Joint
Global Coordinators, Joint Bookrunners, Joint Lead Managers, any of the Underwriters,
any of their respective directors, supervisors, and advisors, or any other persons or
parties involved in the Global Offering, and no representation is given as to its accuracy.
OVERVIEW OF GLOBAL NURSERY PRODUCT INDUSTRY
Nursery products refer to products intended for the use of infants and young children,
typically under five years old, which serve fundamental needs in areas such as travel, sleep,
feeding and caring. These products prioritize safety, functionality and comfort, featuring
non-toxic materials, ergonomic designs and compliance with safety standards.
With growing awareness of child well-being, the demand for nursery products has
steadily increased worldwide. According to the Frost & Sullivan Report, the global nursery
product market increased from US$80.5 billion in 2020 to US$98.3 billion in 2024,
representing a CAGR of 5.1% from 2020 to 2024, and is estimated to reach US$103.2 billion
in 2025 and US$125.4 billion in 2029, representing a CAGR of 5.0% from 2025 to 2029.
Market growth and trends vary across regions, which reflect differences in birth rates,
consumer spending, and regulatory environments.
 North America . The North American nursery product market is experiencing
growth, driven by rising consumer demand for premium, safe and functional items
such as high-end strollers, car seats, and cribs that meet strict safety standards such
as FMVSS 213. Market size grew from US$18.5 billion in 2020 to US$23.6 billion
in 2024 (CAGR 6.3%) and is expected to reach US$24.8 billion by 2025 and
US$29.9 billion by 2029 (CAGR 4.8%).
 Europe . The European market is expanding as consumers increasingly prioritize
eco-friendly and sustainable nursery products, including organic food items and
environmentally friendly diapers, alongside traditional concerns about safety and
functionality. Market size grew from US$16.9 billion in 2020 to US$19.2 billion in
2024 (CAGR 3.3%) and is projected to reach US$20.1 billion by 2025 and US$24.1
billion by 2029 (CAGR 4.7%).
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 Japan . Despite a declining birth rate, the Japanese market remains stable with
steady growth, driven by a strong consumer preference for high-quality, organic,
eco-friendly and high-tech infant products. Market size rose from US$2.3 billion in
2020 to US$2.6 billion in 2024 (CAGR 3.1%) and is expected to reach US$2.7
billion by 2025 and US$3.0 billion by 2029, maintaining the same CAGR 2.5%
growth rate.
 Southeast Asia . The rapidly growing Southeast Asian market is fueled by the
increasing shift toward online shopping and a rising demand for affordable,
high-quality products, with consumers prioritizing cost performance. The Southeast
Asia market experienced the fastest growth, increasing from US$5.6 billion in 2020
to US$7.7 billion in 2024 (CAGR 8.6%) and is forecast to reach US$8.5 billion by
2025 and US$11.4 billion by 2029 (CAGR 7.6%).
The global nursery products market is increasingly leaning toward eco-friendly
alternatives, driven by both shifting consumer preferences and regulatory changes. Parents
around the world are prioritizing sustainability and thereby favoring products made from
non-toxic, renewable materials such as FSC-certified wood and organic fabrics. This trend is
especially pronounced in regions such as Europe, where the European Union Green Deal aims
to phase out disposable plastics by 2030, encouraging manufacturers to adopt more sustainable
solutions. EU member states, particularly Germany, demonstrate a strong preference for
environmentally certified products, with baby furniture made from sustainably sourced wood
being a key example.
At the same time, the rising demand for high-quality, safe products is motivating
manufacturers to create products that comply with strict safety standards and also offer
long-term durability. Adjustable products, such as height-adjustable cribs or convertible
furniture, are gaining traction due to their ability to extend the product lifecycle and minimize
waste. As global environmental awareness continues to grow, the market shift towards
eco-friendly and sustainable nursery products is expected to accelerate, compelling
manufacturers to adapt in order to maintain competitiveness in this evolving landscape.
OVERVIEW OF CHINA’S NURSERY PRODUCT INDUSTRY
The nursery product market in China has experienced steady growth, driven by rising
disposable income and increased household spending on children. Per capita disposable income
increased from RMB32,189 in 2020 to RMB41,314 in 2024, representing a CAGR of 6.4%
from 2020 to 2024, and is expected to reach RMB43,481 by 2025 and RMB52,840 by 2029,
with a CAGR of 5.0% from 2025 to 2029. As a result, China’s nursery product market,
encompassing both durable and consumable segments in terms of product category, expanded
from RMB121.8 billion in 2020 to RMB144.1 billion in 2024, representing a CAGR of 4.3%
from 2020 to 2024, and is expected to reach RMB151.4 billion in 2025 and RMB183.7 billion
in 2029, representing a CAGR of 5.0% from 2025 to 2029.
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China’s Nursery Product Market Size by Product Category (GMV)
RMB in Billions, 2020-2029E
45.4 46.3 52.3 56.9 62.1 67.2
43.2
72.8 78.4 85.1
78.6 81.0 83.2 85.1 87.2 89.3 91.6 93.8 96.1 98.6
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
CAGR 2020-2024 2025E-2029E
Total 4.3% 5.0%
Durable Products 7.2% 8.2%
Consumable Products 2.6% 2.5%
Durable Nursery Product
Consumable Nursery Product
121.8 126.3 129.5
137.4
144.1
151.4
158.8
166.6
174.5
183.7
Source: National Bureau of Statistics of China, World Health Organization, the Frost & Sullivan Report
The nursery product market comprises two main segments in terms of product
positioning: nursery products for mid- to high-end consumers and nursery products for the
mass market. The key distinction between these segments is pricing, with mid- to high-end
nursery products ranked within the top 40
th percentile of their category. These nursery products
are characterized by high-quality materials, refined design and enhanced functionality, and
often reflect strong brand equity to appeal to consumers seeking elevated aesthetics, ease of use
and a curated parenting experience. Compared with other consumer goods categories such as
electronics or automotive, mid- to high-end nursery products tend to carry stronger emotional
and lifestyle associations. In contrast, mass-market nursery products fall below the 40
th
percentile in pricing, targeting affordability and practical functionality and thereby appealing
to a wider demographic.
Mid- to high-end nursery products represent a smaller segment within China’s broader
nursery products market compared to mass-market segment, accounting for 23.6% of total
market in 2024. Recent years have seen steady growth in both segments, with the mid- to
high-end segment outpacing its counterpart. The size of the mid- to high-end nursery product
market in China increased from RMB25.6 billion in 2020 to RMB34.0 billion in 2024, with a
CAGR of 7.4% from 2020 to 2024, compared to the CAGR of the mass-market at 3.4% over
the same period. The mid- to high-end nursery product market is expected to reach RMB37.1
billion in 2025 and RMB50.9 billion in 2029, representing a CAGR of 8.2% from 2025 to 2029.
In comparison, the mass-market segment is forecasted to grow at a slower rate, reaching
RMB132.9 billion by 2029 at a CAGR of 3.9% during the same period.
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China’s Nursery Product Market Size by Product Positioning (GMV)
RMB in Billions, 2020-2029E
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
CAGR
Total 4.3% 5.0%
7.4%
3.4% 3.9%
Mid- to high-end Nursery Products 8.2%
Mid- to high-end Nursery Products
2020-2024 2025E-2029E
Mass-market Nursery Products
Mass-market Nursery Products
25.6 27.2 28.3 31.0 34.0 37.1 40.1 43.3 46.7 50.9
99.1 101.1 106.4 110.1 114.3 118.7
96.2
123.3 127.8 132.9
121.8 126.3 129.4
137.4 144.1 151.4 158.8
166.6
174.5
183.8
Source: National Bureau of Statistics of China, World Health Organization, the Frost & Sullivan Report
Market Demand for Nursery Products in China
Market demand for nursery products is influenced by the number of children and broader
economic conditions, which impact annual per-child spending on these products. In China, the
newborn population declined from 12.0 million in 2020 to approximately 9.5 million in 2024,
largely due to a reduction in the number of women of childbearing age and the increasing
average age of marriage and childbirth.
Despite this decline, factors such as economic growth, improved social welfare (including
enhancements in healthcare, education and childcare support) and the introduction of the
third-child policy in 2021 may encourage families to have children, potentially mitigating the
downward trend in the newborn population. From 2025 to 2029, the newborn population is
expected to remain at around 8.0 million per year.
The rising number of affluent households in China has contributed to increasing demand
for nursery products, as families with higher disposable income prioritize investing in
high-quality goods for their children. This trend is expected to persist, with the number of
affluent households projected to grow annually from 5.0 million in 2020 to 5.4 million in 2029.
These demographic shifts are likely to drive greater willingness among parents to pay premium
prices for nursery products that emphasize quality, safety and design, thereby boosting and
diversifying market demand.
INDUSTRY OVERVIEW
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Drivers of China’s Nursery Product Industry
The key growth drivers of China’s nursery product industry include:
 Evolving Parenting Priorities and Expectations . A new generation of parents is
taking a more informed, thoughtful approach to childcare, focusing not just on
functionality but also on quality of life. This shift has driven demand for products
that not only align with children’s developmental milestones, but also resonate with
their aesthetic preferences, as modern families seek premium, stylish and self-
fulfilling solutions that enhance the overall parenting experience. To stay
competitive, brands are using data and consumer insights to meet these evolving
needs of today’s parents. According to Frost & Sullivan, 82% of families are willing
to purchase nursery products that reflect individuality and taste, indicating parents’
increased attention to product identity and personalization as well as rising demand
for branded and design-driven nursery products.
 Spending Power of First-Time Parents . Changing societal trends have contributed
to a rise in delayed parenthood, which results in a growing segment of first-time
parents with greater financial stability. With higher disposable income, this
demographic tends to invest more in high-quality, well-designed nursery products.
Their spending habits are shaping market trends and fueling growth in categories
such as smart technology, multifunctional nursery gear and eco-friendly materials.
According to Jiangsu Economic News, over 60% of families in China spend more
than RMB2,000 per month on child-rearing, with post-95 parents allocating
approximately 30% of their monthly income to nursery products. This spending
behavior supports the continuous expansion of the nursery product industry,
particularly among higher-income urban households.
 Expanded Selection of High-Quality Products . In recent years, China’s consumer
market has seen a rise in high-quality nursery products that cater to individual
preferences. In response to changing consumer demands, brands are increasingly
focusing on innovative, high-quality solutions. These products often feature
eco-friendly materials, multifunctional designs and unique attributes, reflecting the
modern parents’ priorities such as sustainability, convenience and advanced
functionality. According to Frost & Sullivan, more than 60% of families prioritize
safety and green formulations when purchasing nursery products. Over 35% of
parents focus on durability and more than 30% value usability, indicating that
product material and long-term performance are key purchase factors.
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 Improved Supply Chain and After-Sales Services . Nursery product brands are
placing greater emphasis on optimizing supply chain management and after-sales
support to boost consumer satisfaction and foster loyalty. Streamlined logistics
ensure that products reach consumers on time and meet their changing demands,
while responsive after-sales services address any concerns and maintain consumer
confidence. These improvements help improve product quality, increase repurchase
rate, and strengthen a brand’s position in the market.
 Strengthened Policy Support and Improved Business Environment . The
government is strengthening the childcare service infrastructure by advocating for
inclusive, diverse and standardized childcare services, while actively supporting the
production of safe and high-quality nursery products from domestic manufacturers.
Policy measures, including the Strategic Plan for Expanding Domestic Demand ( ᓒ
ࠅaim to alleviate the financial and logistical challenges of
raising children and align fertility strategies with broader economic and social
development objectives. These efforts are fostering a favorable environment for
business operations and propelling growth in the nursery product market. As of April
2025, the National Development and Reform Commission announced the rollout of
a national child-rearing subsidy system. For example, families in Hangzhou receive
RMB5,000 for a second child and RMB20,000 for a third child. These financial
incentives are expected to support birth rates and further stimulate demand for
nursery products.
 Enhanced Intellectual Property Protection . Strengthened intellectual property
protections are driving increased investment in product development, design
innovation, and technological advancements among brands in the nursery product
industry. This emphasis on innovation is translating into safer, more user-friendly
products that align closely with consumer demands. By safeguarding proprietary
designs and technologies, IP protections help brands establish unique identities and
gain a competitive edge. Additionally, these measures reduce counterfeiting and
promote fair competition, fostering an environment that encourages ongoing
research and development. In turn, this builds consumer confidence and contributes
to the sustainable growth of the market.
Entry Barriers for New Entrants
 Brand Recognition . Established brands have strong consumer trust, which makes it
difficult for new entrants to gain market share. Parents prefer products with proven safety
and reliability, therefore limiting opportunities for lesser-known brands.
 Distribution Challenges . Leading e-commerce platforms and brick-and-mortar retailers
prioritize brands with strong sales histories. New entrants struggle to secure listings and
visibility without local partnerships or significant marketing investment.
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 Regulatory Compliance . China manufacturing standards impose strict safety and quality
requirements, covering materials, chemical composition and structural integrity.
Compliance requires extensive testing and certification, which result in increased costs
and hurdles in market entry.
 Limited Consumer Insights . The nursery market places high value on user feedback for
product development, with established brands continuously refining their offerings based
on accumulated customer data. New entrants, who lack the depth of consumer insights,
may struggle to develop products that meet evolving market expectations.
Market Challenges and Threats
 Counterfeit Products . Counterfeit nursery products, often lacking safety certification,
mislead consumers and pose health risks for infants and young children. Counterfeits
damage brand credibility and erode consumer trust, which would force legitimate brands
to invest in brand protection and consumer education.
OVERVIEW OF CHINA’S DURABLE NURSERY PRODUCT INDUSTRY
Durable nursery products are long-lasting essentials designed for travel, sleep, and
feeding. They are made with sturdy materials and designed for safety and convenience in daily
care, such as strollers, cribs, car seats, baby carriers and highchairs, along with other related
products. China’s market for durable nursery products has shown consistent growth, supported
by steady consumer demand. The estimated average spending on durable nursery products in
China for each newborn in 2024 from birth to five years old is RMB5,968, which is only 30%
to 33% of the spending level in North America, 35% to 40% of that in developed European
countries, 49.9% of that in Japan, and on similar level with that in Southeast Asia.
Strollers, the largest segment within this category, expanded from RMB16.7 billion in
2020 to RMB22.2 billion in 2024 at a CAGR of 7.4% from 2020 to 2024, and is expected to
reach RMB24.2 billion in 2025 and RMB33.0 billion in 2029 at a CAGR of 8.1% from 2025E
to 2029. Similarly, the sizes of the car seat and baby carrier segments grew from RMB5.9
billion and RMB3.6 billion in 2020 to RMB10.0 billion and RMB4.9 billion in 2024 at a CAGR
of 14.0% and 8.3% from 2020 to 2024, respectively, and is expected to continue growing with
a CAGR of 12.2% and 10.0% from 2025 to 2029, respectively.
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China’s Durable Nursery Product Market Size (GMV)
RMB in Billions, 2020-2029E
7.1
3.7
2021
17.6
8.7
7.5
3.9
2022
20.3
9.4
8.8
4.5
2023
22.2
10.1
10.0
4.9
2024
24.2
10.9
11.4
5.4
2025E
26.1
11.6
12.9
5.9
2026E
28.3
12.4
14.4
6.5
2027E
30.4
13.0
16.1
7.2
2028E
33.0
13.9
18.1
7.9
2029E
43.2 45.4 46.3
52.3
56.9
62.1
67.2
72.8
78.4
85.1
1.7 1.7 1.8 2.0 2.2 2.4
16.7
2.6 2.7 2.8
8.0
5.9
3.6
2020
17.3
7.3
2.5
6.8 7.3 7.5 7.9 8.2 8.6 9.0 9.4
8.6
7.0
Stroller
Crib
Car Seat
Baby Carrier
Highchair
Others
2020-2024 2025-2029E
Total
CAGR
7.2% 8.2%
Stroller 7.4% 8.1%
Crib 5.9% 6.3%
Car Seat 14.0% 12.2%
Baby Carrier 8.3% 10.0%
Highchair 7.2% 4.6%
Others 0.7% 4.5%
Source: National Bureau of Statistics of China, World Health Organization, the Frost & Sullivan Report
Drivers and Future Trends of China’s Durable Nursery Product Industry
 Focus on Children’s Health, Comfort and Safety . Early childhood is critical for spinal
development, as natural spinal curves essential for posture and balance are formed during
this period. Without proper support, children face risks of spinal deformities, scoliosis
and chronic pain. These concerns have led parents to prioritize health, comfort and safety
when selecting durable nursery products, with many demonstrating a high willingness to
pay for premium brands that offer superior quality and design. According to Frost &
Sullivan, over 95% of families consider practicality, safety and cost-effectiveness when
purchasing nursery products. Additionally, child safety regulations, such as those
requiring the use of certified care seats to prevent traffic injuries, further reinforce the
importance of well-designed nursery products. The market penetration rate for car seats
in China increased from 21% in 2019 to greater than 45% in 2024. Modern parents,
particularly those of the new generation, are increasingly focused on their children’s
well-being, driving demand for high-quality products with features such as shock
absorption, multifunctionality and smart monitoring.
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 Penetration of Premium Brands . As parental expectations for high-quality, durable and
safe products continue to rise, there is an increasing preference for premium brands
known for their superior features and reliability. Premium brands in the nursery product
market, particularly those focused on spine protection and other child safety items, are
gaining significant traction. According to Frost & Sullivan, the market size of mid- to
high-end nursery products in China expanded from RMB25.6 billion in 2020 to RMB34.0
billion in 2024, representing a CAGR of 7.4% from 2020 to 2024. The visibility and
trustworthiness of these brands, bolstered by strategic marketing and brand positioning,
are helping to meet the growing demand for high-quality products, further accelerating
market growth. This trend aligns with a broader market shift toward premiumization,
where consumers are willing to invest more in products that promise better protection and
enhanced functionality.
 Social Media as a Catalyst for Market Growth . Social media has become a major force
driving the durable nursery product market. Its ability to rapidly disseminate information,
foster consumer trust, and provide interactive, personalized engagement has significantly
boosted interest and sales, particularly within the mid- to high-end nursery product
segment. Many parents rely on social media or expert advice to inform purchasing
decisions, contributing to the growth of this industry. According to Frost & Sullivan, over
50% of consumers rely on social media to obtain information about travel gear products
for infants and young children and make purchasing decisions based on these insights. As
digital commerce continues to expand and social media platforms evolve, this trend is
expected to further propel the expansion of the mid- to high-end durable nursery product
market.
 Technological Innovation and Material Upgrading . Technological innovation is
influencing the durable nursery product market, attracting an increasing population of
tech-savvy parents. Advances in lightweight materials and ergonomic design are making
durable nursery products more portable and comfortable. Ergonomic innovations provide
better support for a child’s spinal curve, reducing pressure and minimizing the risk of
injury. These streamlined protective designs address parents’ high standards for safety
and comfort.
 Heightened Child Safety Legislation . The revised Law on the Protection of Minors,
adopted at the 9
th meeting of the Standing Committee of the 14 th National People’s
Congress and effective from April 26, 2024, which requires children under the age of four
to be secured in car seats meeting national safety standards, has driven a significant
increase in demand for safety-compliant products. This legal change has raised awareness
among parents about the importance of car seat safety, prompting a notable shift toward
premium car seat options. Premium brands, which offer advanced safety features and
superior comfort, are in higher demand as parents prioritize both compliance with legal
requirements and the protection of their children.
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Entry Barriers for New Entrants
 High Capital Investment . Manufacturing durable nursery products such as strollers,
cribs, and car seats requires significant upfront costs. Investment in product design,
high-quality materials and specialized manufacturing processes is essential to meet
industry standards and consumer expectations. Additionally, the rising focus on ESG
efforts demands sustainable supply chains, eco-friendly materials and ethical labor
practices, which elevates costs and further raises entry barriers.
 Brand Trust and Safety Standards . Parents prioritize safety and reliability when
selecting nursery gear. Strict regulatory requirements and product certifications demand
extensive testing, increasing costs and limiting market entry for new brands. Established
brands with proven safety records generally hold a competitive advantage.
 Distribution Challenges . Unlike consumable items, durable nursery products often
require physical retail presence. Many parents prefer to see, touch and test these products
before purchasing, making access to offline retail channels critical. Although e-commerce
penetration continues to grow, logistics costs and strict return policies create additional
challenges.
 Patent Protection and Proprietary Technology . Established brands generally hold a
strong portfolio of patents covering key product innovations, materials and safety
mechanisms. Intellectual property protections create a significant barrier for new
entrants, which restricts their ability to develop differentiated products without the risk
of legal challenges or costly licensing agreements.
Market Challenges and Threats
 Long Purchase Cycle . Durable nursery products have a longer replacement cycle
compared to consumable products. Parents make one-time or infrequent purchases of
cribs, strollers and car seats, which limit the opportunities for repeat sales. Brands must
focus on expanding product lines or offering modular and upgradeable designs to
maintain customer engagement.
Compared to mass-market durables, mid- to high-end durable nursery products use
better-quality materials, incorporate additional design features, and are associated with
higher-end brand positioning and pricing.
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The table below sets forth the price range for each product type of mid- to high-end
durable nursery products.
Product Type
Price Range of
Mid- to high-end Durable
Nursery Products (Unit)
Average Price Range of
Products (Unit)
Stroller /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Above RMB1,600 RMB700-1,200
Car seat /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Above RMB1,500 RMB800-1,000
Baby carrier /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Above RMB420 RMB100-300
Crib /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Above RMB2,000 RMB1,200-1,600
Highchair /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Above RMB500 RMB200-400
Mid- to high-end durable nursery products accounted for 34.8% of the total durable
nursery product market in 2024. China’s mid- to high-end durable nursery product market
expanded from RMB13.6 billion in 2020 to RMB19.8 billion in 2024, achieving a CAGR of
9.9% from 2020 to 2024. This growth outpaced the mass-market segment, which grew at a
slower CAGR of 5.8% over the same period. The mid- to high-end durable nursery product
market is projected to reach RMB22.3 billion in 2025 and RMB33.3 billion by 2029 with a
CAGR of 10.5% from 2025 to 2029. In contrast, the mass-market segment is expected to grow
at a more moderate rate, reaching RMB39.8 billion in 2025 and RMB51.8 billion by 2029 with
a CAGR of 6.8% over the same period.
China’s Durable Nursery Products Market Size by Product Positioning (GMV)
RMB in Billions, 2020-2029E
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
2020-2024 2025-2029ECAGR
Total 7.2% 8.2%
Mid- to high-end Durable Nursery Products
Mass-market Durable Nursery Products
9.9% 10.5%
5.8% 6.8%
Mid- to high-end Durable Nursery Products
Mass-market Durable Nursery Products
13.6 14.6 15.1
17.4 19.8
22.3
24.6
27.2
29.8
33.3
30.8 31.1 34.9 37.1 39.8 42.6
29.6
45.6 48.5 51.8
43.2 45.4 46.2
52.3
56.9
62.1
67.2
72.8
78.3
85.1
Source: National Bureau of Statistics of China, World Health Organization, the Frost & Sullivan Report
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OVERVIEW OF CHINA’S CONSUMABLE NURSERY PRODUCT INDUSTRY
Consumable nursery products are everyday baby care essentials that need regular
replenishment for hygiene, feeding, and comfort, such as diapers, wipes, feeding accessories,
bedding, formula and skincare products. Baby care products are items used for the daily
hygiene and care of infants and young children, such as diapers and wipes. Feeding products,
including baby bottles and sippy cups, are utensils specifically designed for infants and young
children for feeding. Bedding products, such as sleep bags and bedding, are designed for use
during sleep and rest. In 2024, the average annual expenditure on consumable nursery products
per child from birth to five years old in China reached RMB1,717, accounting for 42% to 45%
of the level in North America, 50% to 55% of that in developed European countries, 70.7% of
that in Japan, and similar level with that in Southeast Asia.
In China’s consumable nursery product market, baby care products, particularly diapers,
lead the market due to their high frequency of use as daily essentials. The size of baby care
product segment increased from RMB61.0 billion in 2020 to RMB66.8 billion in 2024 and is
expected to reach RMB73.4 billion by 2029. Meanwhile, the size of bedding product segment
saw the fastest growth, with a CAGR of 6.4% from 2020 to 2024, driven by ongoing product
innovations, in contrast to the more modest growth rates of 2.3% for baby care products and
1.2% for feeding products in the same period.
China’s Consumable Nursery Products Market Size by Product Type (GMV)
RMB in Billions, 2020-2029E
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
Baby Care Product
Bedding Product
Feeding Product
8.3
61.0
9.5
9.0
62.5
9.6
9.7
64.0
9.7
9.9
65.5
9.8
10.6
66.8
9.9
11.4
68.0
10.0
12.3
69.3
10.1
13.1
70.7
10.2
13.9
72.0
10.2
15.0
9.3
78.6 81.0 83.3 85.1
73.4
89.3 91.6 93.9 96.1 98.6
87.2
2025E-2029E2020-2024
1.9%2.3%Baby Care Product
7.1%6.4%Bedding Product
0.9%1.2%Feeding Product
2.5%2.6%Total
CAGR
Source: National Bureau of Statistics of China, World Health Organization, the Frost & Sullivan Report
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Drivers and Future Trends of China’s Consumable Nursery Product Industry
 Growing Focus on Hygiene and Convenience . In today’s fast-paced society, Parents are
increasingly prioritizing products that promote their young children’s health and hygiene,
driving demand for baby care products with gentle formulations designed for delicate skin
and effective protection against irritation and bacteria. In addition, convenience has
become a crucial factor for consumers, particularly in the consumable nursery product
industry. Y oung parents, balancing work and family life, favor products that simplify baby
caring and saving time. For example, daily disposable diapers in pouches offer ease of use
without the need for organization, enhancing the user experience. According to public
information and the analysis of Frost & Sullivan, regarding diaper and wet wipe products,
more than 70% of consumers attach importance to the safety of the materials, more than
40% of consumers value high cost-effectiveness, and over 30% of consumers prioritize
convenience. This growing demand for convenience has led brands to invest in research
and development for product and packaging optimization, attracting more consumers and
fueling the continuous growth of the industry.
 Rising Disposable Income and Demand for Mid- to high-end Products . As China’s
economy continues to grow and disposable income rises, parents are increasingly willing
to invest in high-quality products for their children. According to public information and
Frost & Sullivan, from 2020 to 2024, the per capita disposable income increased from
RMB32,189 to RMB41,314, with a CAGR of 6.4%. According to the same source, the per
capita disposable income is projected to reach RMB52,840 in 2029 from RMB43,481 in
2025, with a CAGR of 5.0% from 2025 to 2029. This evolving consumer preference has
prompted producers and suppliers to focus on developing premium and diversified
product lines, incorporating eco-friendly materials and innovative designs. As a result, the
demand for mid- to high-end nursery products is driving both market expansion and
continuous product innovation, with companies seeking to meet the growing expectations
of more affluent and discerning parents.
 Favorable Policies to Drive Market Growth . The Chinese government’s transition from
the “two-child policy” to the “three-child policy,” coupled with supportive measures
aimed at encouraging higher fertility rates, is expected to lead to an increase in the birth
rate. This demographic shift is projected to drive significant growth in demand for
nursery products, as more children will require essential items such as car seats, cribs and
clothing. In response, the nursery products industry is expected to see expanded supply
chains and increased product innovation to meet the evolving needs of families.
According to Frost & Sullivan, although China’s birth rate has declined in recent years,
the government has continued to implement a series of measures to reverse the long-term
demographic trend. Beginning with the relaxation of the one-child policy and the rollout
of the comprehensive two-child policy in 2016, and later the formal introduction of the
three-child policy in 2021, government authorities have taken active steps to support
families and stimulate births, accompanied by the removal of penalties such as social
maintenance fees and the introduction of supportive initiatives focused on childcare,
education, housing and parental leave. These national-level policy changes, backed by the
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highest decision-making bodies in China, are expected to gradually stabilize the
population structure and provide a policy foundation for sustained demand in the maternal
and nursery product sectors. Despite current demographic headwinds, the industry
remains a long-term beneficiary of government-led efforts to support family development
and improve fertility rates.
 Product Innovation . As consumer demand for higher quality, comfort and sustainability
rises, brands have introduced advancements such as ultra-thin diapers, high absorbency,
antibacterial properties and eco-friendly materials. Advances in materials and
automation, such as highly absorbent diapers and hands-free breast pumps, are meeting
demand for more convenient and efficient baby care products. As technology advances
and consumer preferences evolve, continued innovation is expected to shape the future of
the market.
 Shifting Consumer Priorities . Modern parents are placing greater importance on product
quality when choosing consumable nursery products. According to public information and
Frost & Sullivan, more than 40% of people take good quality as a driving factor when
purchasing maternal and infant products, and regard “putting children at the center” as
one of their main parenting concepts as well. This shift is driven by concerns for their
children’s health and comfort, with a growing focus on key attributes such as material
quality, absorbency and breathability. In particular, products such as diapers that reduce
skin irritation and rashes are in high demand, further pushing the market toward premium,
branded options.
 Growth of Online Channels . E-commerce has transformed the purchasing landscape for
consumable nursery products, offering parents increased convenience and access to
quality branded goods. According to Frost & Sullivan, over 60% of nursery products were
purchased online in 2024, and this share is expected to exceed 75% by 2029. Online
platforms provide price advantages and personalized recommendations, which have
further fueled demand for mid- to high-end products. This shift to digital retail is
expected to continue driving market growth in the coming years.
Entry Barriers for New Entrants
 Consumer Loyalty . Established brands have built strong brand recognition and trust over
time. Their reputation for quality and reliability makes it difficult for new entrants to
attract consumers, particularly in the highly competitive diaper and wipes segment.
 Supply Chain Management . Efficient sourcing, production and distribution are critical
for success in the consumable nursery product market. Managing raw material costs,
maintaining consistent product quality and ensuring timely delivery at scale pose
significant challenges for new entrants.
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 Retail and Distribution Access . Established brands dominate key sales channels,
including e-commerce platforms and large retail network. New brands must secure strong
partnerships or invest heavily in digital marketing and direct-to-consumer strategies to
gain visibility and shelf space.
Market Challenges and Threats
 Environmental Concerns . Growing consumer demand for sustainable nursery products,
such as biodegradable diapers and eco-friendly packaging, is changing market
expectations. Companies must invest in innovation and material alternatives to stay
competitive while managing cost implications.
Compared to mass-market consumables, mid- to high-end consumable nursery products
use more refined materials or formulations, come from brands with stronger reputations, and
are priced at a higher level. Mid- to high-end consumable nursery products accounted for
16.3% of the total consumable nursery product market in 2024.
The table below sets forth the price range for each product type of mid- to high-end
consumable nursery products.
Product Type
Price Range of
Mid- to high-end Consumable
Nursery Products (Unit)
Average Price Range of
Products (Unit)
Pajama /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Above RMB200 RMB150-250
Pillow /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Above RMB200 RMB80-180
Tableware /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Above RMB100 RMB50-80
Diaper /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Above RMB2 (1) RMB1.2-1.8
Wipe /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Above RMB10 (2) RMB5-8
Notes:
(1) The price range of mid- to high-end diapers is above RMB2 per piece.
(2) The price range of mid- to high-end wipes is above RMB10 per pack.
The mid- to high-end consumable nursery product market grew from RMB12.0 billion in
2020 to RMB14.2 billion in 2024, achieving a CAGR of 4.2% from 2020 to 2024. This growth
outpaced the mass-market segment, which recorded a slower CAGR of 2.3% over the same
period. The mid- to high-end consumable nursery product market is projected to continue its
steady growth, reaching RMB14.8 billion in 2025 and RMB17.6 billion by 2029, with a CAGR
of 4.4% from 2025 to 2029. In contrast, the mass-market segment is expected to expand at a
slower pace, reaching RMB81.0 billion by 2029, with a CAGR of 2.1% over the same period.
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China’s Consumable Nursery Products Market Size by Product Positioning (GMV)
RMB in Billions, 2020-2029E
2025E-2029E
Total
CAGR
2.5%
Mid- to high-end Consumable Nursery Products 4.4%
Mass-market Consumable Nursery Products
2020-2024
2.6%
4.2%
2.3% 2.1%
12.0
2020
68.3
12.6
2021
70.0
13.2
2022
71.5
13.6
2023
73.0
14.2
2024
74.5
14.8
2025E
76.1
15.5
66.6
77.7
16.2
2027E
79.3
16.8
2028E
81.0
17.6
2029E
78.6 80.9 83.2 85.1 87.2 89.3 91.6 93.9 96.1 98.6
2026E
Mid- to high-end Consumable Nursery Products
Mass-market Consumable Nursery Products
Source: National Bureau of Statistics of China, World Health Organization, the Frost & Sullivan Report
Note: This term “nursery products” encompasses a range of items designed specifically for children aged 0 to 5
years. The market size refers to total GMV .
COMPETITIVE LANDSCAPE OF CHINA’S NURSERY PRODUCT INDUSTRY
The nursery product industry in China is highly fragmented, primarily due to the wide
range of product categories and the varying strategic focuses and sales priorities of different
brands. As measured by GMV , the top five brands in the nursery product market collectively
held a market share of approximately 16% in 2024. Brands with different market positioning
each has its own mid- to high-end product lines with the top five brands holding around 18.9%
of the market share as measured by the GMV of mid- to high-end nursery products in 2024.
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The following table sets forth the ranking of China’s nursery product brands in terms of
GMV of mid- to high-end nursery products in 2024.
Ranking Brand Country of Origin
GMV of Mid- to high-end
Nursery Products in China
Market Share
by GMV
(RMB in billions)
1 /H1118/H1118/H1118/H1118/H1118Company A (1) Japan ~2.58 7.6%
2 /H1118/H1118/H1118/H1118/H1118The Company (2) China ~1.43 4.2%
3 /H1118/H1118/H1118/H1118/H1118Company B (3) Japan ~0.80 2.4%
4 /H1118/H1118/H1118/H1118/H1118Company C (4) China ~0.80 2.4%
5 /H1118/H1118/H1118/H1118/H1118Company D (5) China ~0.78 2.3%
Total 6.39 18.9%
Source: Annual Reports, Interview with Market Experts, Frost & Sullivan Report
Notes:
(1) Company A, established in Tokyo, Japan, in 1957, is a publicly listed company on the Tokyo Stock
Exchange, specializing in baby care products for infants, children and pregnant women. As of December
31, 2024, its total assets were JPY39,201 million.
(2) The majority of the Company’s products are classified as mid- to high-end products, with the GMV from
mass-market products accounting for less than 1% of the Company’s total GMV .
(3) Company B, established in Ehime, Japan, in 1943, is a publicly listed company on the Tokyo Stock
Exchange, specializing in baby care consumables such as diapers and training pants. As of March 31,
2025, its total assets were JPY886,066 million.
(4) Company C is a private company established in Guangdong, China, in 1995, specializing in products for
infants, children and pregnant women with its registered capital of RMB213.2 million.
(5) Company D is a private company established in Zhejiang, China, in 2019, specializing in baby care
products such as diapers, baby gear, wet and dry wipes and safety items with its registered capital of
RMB225.5 million.
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The following table sets forth the ranking of China’s nursery product brands in terms of
GMV of mid- to high-end durable nursery products in 2024.
Ranking Brand Country of Origin
GMV of Mid- to high-end
Durable Nursery Products
in China
Market Share
by GMV
(RMB in millions)
1 /H1118/H1118/H1118/H1118/H1118The Company (1) China ~970.0 4.9%
2 /H1118/H1118/H1118/H1118/H1118Company E (2) Netherlands ~736.7 3.7%
3 /H1118/H1118/H1118/H1118/H1118Company F (3) England ~417.5 2.1%
4 /H1118/H1118/H1118/H1118/H1118Company G (4) Germany ~359.1 1.8%
5 /H1118/H1118/H1118/H1118/H1118Company H (5) China ~330.1 1.7%
Total 2,822.6 14.2%
Source: Annual Reports, Interview with Market Experts, Frost & Sullivan Report
Notes:
(1) The majority of the Company’s products are classified as mid- to high-end products, with the GMV from
mass-market products accounting for less than 1% of the Company’s total GMV .
(2) Company E is a private company established in the Netherlands in 1996, specializing in premium
mobility solutions, with a focus on strollers. The amount of the company’s registered capital is not
disclosed publicly.
(3) Company F is a private company established in England in 2010, recognized as a leading manufacturer
of child safety products, specializing in the design and production of high-quality car seats for children.
As of December 31, 2023, Company F had a total assets of EUR200.3 million.
(4) Company G is a private company established in Germany in 2003, which is a subsidiary of a publicly
listed company on the Hong Kong Exchange specializing in the design and manufacture of car seats,
strollers, baby carriers, and children’s furniture with its registered capital of EUR0.3 million.
(5) Company H is a private company established in Shanghai, China, in 2011, specializing in
mid- to high-end car seats and travel gear with its registered capital of RMB5.0 million.
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TRENDS IN KEY RA W MATERIAL PRICES
The nursery product industry relies heavily on key materials such as aluminum alloys,
acrylonitrile-butadiene-styrene (“ ABS”), and cotton, making price fluctuations in these inputs
a critical factor in operational planning and product development. From 2020 to 2024, the price
per ton of aluminum alloys and cotton increased from RMB14.9 thousand and RMB12.9
thousand to RMB20.5 thousand and RMB14.9 thousand, respectively, with a CAGR of 8.4%
and 3.6%, respectively. In 2024, the price per ton of ABS was RMB11.1 thousand, with a
CAGR of -3.7% from 2020 to 2024.
The key raw material prices of nursery products fluctuated from 2019 to 2023. The
pandemic-induced downturn in demand during 2019-2020 led to a decline in prices, followed
by a recovery in 2021 as production resumed post-pandemic. In 2022 and 2023, new production
capacities coming online and ongoing supply chain pressures contributed to a renewed
decrease in prices. However, with global conditions stabilizing in the aftermath of the
pandemic, the sharp price fluctuations seen in recent years are unlikely to repeat. Moving
forward, the costs of these essential materials are projected to grow at a steady and moderate
pace between 2023 and 2028, reflecting a more balanced market environment.
Key Raw Material Prices
RMB in Thousands per Ton, 2020-2029E
Aluminium ABS Cotton
12.9
12.9
2020
17.1
20.2
12.8
18.9
21.2
10.5
16.7
19.5
11.1
14.9
11.3
14.2
20.5
11.5
14.6
20.7
11.7
15.0
20.9
12.0
15.5
20.7
12.2
15.9
20.5 20.3
2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
0
10
12
14
16
18
20
22
14.9
17.8
2020-2024 2025E-2029E
Aluminium 8.4% -0.5%
ABS -3.7% 2.0%
Cotton 3.6% 3.0%
CAGR
Source: Wind, the Frost & Sullivan Report
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SOURCE OF THE INDUSTRY INFORMATION
Frost & Sullivan was commissioned to conduct an analysis of, and to report China’s
nursery product market at a fee of approximately RMB0.6 million. The commissioned report
has been prepared by Frost & Sullivan independent of the influence of the Company and other
interested parties. Frost & Sullivan provides professional services including, among others,
industry consulting, commercial due diligence, and strategic consulting.
Frost & Sullivan conducted both primary and secondary research using a variety of
resources. Primary research involved consumer survey, interviewing key industry experts and
leading industry participants. Secondary research involved analyzing data from various
publicly available data sources, such as the National Bureau of Statistics of China, information
released by other Chinese government authorities, annual reports published by industry
participants, industry organizations, as well as Frost & Sullivan’s internal database.
The market projections in the commissioned report are based on the following key
assumptions: (i) the overall social, economic, and political environment in China is expected
to remain stable during the forecast period; and (ii) China’s economic and industrial
development is likely to maintain a steady growth during the forecast period.
The forecast on China’s future social economic and political environment would rely on
government information disclosure and the historical social economics performance over the
past five years with economic outlook released by government as well. With the historical
stable economical growth performance and authorities’ outlook and statements reaffirmed
policy continuity, Frost and Sullivan makes assumptions that overall social economic and
political environment in china is expected to remain stable during the forecast period. The
detailed information as follows:
 Macroeconomic performance in 2024 and future trajectory . In 2024, China’s GDP
reached RMB134.9 trillion, representing a 5.0% year-on-year increase, and
quarterly growth rates were 5.3%, 4.7%, 4.6% and 5.4%, respectively. In the same
year, China’s per capita disposable income rose to RMB41,314, reflecting a
year-on-year growth of 5.1%, which indicates a continued trend in consumption and
household purchasing power, both of which are closely tied to demand in the nursery
product industry. Given the macroeconomic trends observed in 2024, and building
on the 5.4% year-on-year GDP growth recorded in the first quarter of 2025, it is
expected that China’s economic growth will remain within a stable and moderate
range over the next five to ten years.
 Resilience backed by supportive and consistent policy . China’s economy
demonstrated resilience in 2024. Senior officials, including the Commissioner of the
National Bureau of Statistics, highlighted China’s long-term strengths and capacity
for high-quality growth. At the Central Economic Work Conference held in
December 2024, policymakers reviewed current economic conditions and called for
continued efforts to boost consumption and expand domestic demand, which are
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intended to support economic resilience and help offset external pressures. On
January 17, 2025, the Commissioner of the National Bureau of Statistics stated that
China’s economy remains on a solid footing, with sustained strengths and growth
potential, and that the underlying trend of long-term development has not changed.
In early 2025, statements from national leadership reaffirmed policy continuity,
emphasizing economic stability alongside gradual structural improvement and
signaling the government’s ongoing intention to foster sustainable development.
These factors point to a macroeconomic environment where consumer confidence and
industrial activity are expected to remain relatively stable, providing a supportive foundation
for the continued development of consumer-related sectors, including the nursery product
industry.
Our Directors confirm that, after making reasonable enquiries, there is no material
adverse change in the market information since the date of the Frost & Sullivan Report which
may qualify, contradict or have an impact on the information in this section.
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This section sets forth a summary of major laws, rules and regulations which may affect
our business activities in China.
REGULATIONS RELATING TO PRODUCT QUALITY AND CONSUMER
PROTECTION
The principal legal provisions governing product liability are set out in the Product
Quality Law of the PRC (), which was issued on February 22,
1993 and latest amended on December 29, 2018 by the Standing Committee of the National
People’s Congress of the PRC (the “ SCNPC ”). According to the Product Quality Law of the
PRC, the seller shall be responsible for the repair, replacement or return of the product sold if
(i) the product sold does not possess the properties for use that it should possess, and no prior
and clear indication is given of such a situation; (ii) the product sold does not conform to the
applied product standard as carried on the product or its packaging; or (iii) the product sold
does not conform to the quality indicated by such means as a product description or physical
sample. If a consumer incurs losses as a result of the purchased product, the seller shall
compensate for such losses.
According to the Civil Code of the People’s Republic of China (ج
Պ) (the “ Civil Code ”, effective from January 1, 2021) adopted by the National People’s
Congress on May 28, 2020, a manufacturer or a commercial seller is subject to liability for
harm to persons or property caused by the product defects. The infringed may seek
compensation from the manufacturer or the commercial seller. Where the infringed seeks
compensation from the commercial seller, the commercial seller has the right to make a claim
against the liable manufacturer after it has made compensation. Pursuant to the Civil Code,
where the purpose of a contract cannot be achieved because the quality of the subject matter
does not comply with the quality requirements, the buyer may refuse to accept the subject
matter or terminate the contract. Where the buyer requests to return the subject matter or
terminate the contract in accordance with PRC applicable laws, the seller shall bear the risk of
return of the payment to buyer and liquidation damages to the subject matter. The seller shall
deliver the subject matter according to the agreed quality requirements. In case that the seller
provides the quality specifications concerning the subject matter, the delivered subject matter
shall comply with the quality requirements in such specifications. If the terms in relation to
quality are not met, the liability for breach of contract shall be borne by the seller in accordance
with the agreement between the parties.
Pursuant to the Consumer Protection Law of the PRC (ڭ
) (the “ Consumer Protection Law ”), promulgated by the SCNPC in October 1993, and
last amended in October 2013, and became effective on March 15, 2014. The Consumer
Protection Law regulates the obligations of business operators and the rights and interests of
the consumers. Pursuant to the Consumer Protection Law, business operators shall ensure the
quality, function, usage, validity period, personal or property safety requirement of the goods
and services and provide authentic information about the goods and services to the consumers.
A business operator may not provide goods or services through false advertising or other means
of false marketing. Violations of state or industrial standards for health and safety and any
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other related violations may subject business operators to civil liabilities such as refunding
purchase prices, exchange of commodities, repairing, ceasing damages, compensation, and
restoring reputation, and even criminal penalties if business operators commit crimes by
infringing the legitimate rights and interests of consumers. The Consumer Protection Law
further strengthens the protection of consumers and imposes more stringent requirements and
obligations on business operators, especially on the business operators through the Internet.
For instance, the consumers are entitled to return the goods (except for certain specific goods)
within seven days after receiving their online purchases from business operators without any
reason. Additionally, the consumers whose interests have been damaged due to their purchase
of goods or acceptance of services on online marketplace platforms may claim damages from
sellers or service providers.
REGULATIONS RELATING TO MANUFACTURING AND SALES OF NURSERY
PRODUCTS
Pursuant to the Notice of the General Office of the State Administration for Market
Regulation on Further Strengthening the Quality and Safety Supervision of Children’s Products
() which was
issued by the General Office of SAMR on October 30, 2018, enhanced regulatory measures are
required to rigorously strengthen quality oversight of children’s daily-use and educational
products; reinforce safety safeguards, and foster a healthy growth environment for children.
Manufacturers must strictly control the quality of raw materials to prevent the use of prohibited
or non-compliant inputs, ensure safe production processes to avoid introducing new risks, and
conduct thorough product inspections in compliance with mandatory national standards.
Non-compliant products are strictly prohibited from being released or sold.
REGULATIONS RELATING TO E-COMMERCE
In accordance with the E-commerce Law of the PRC ()
(the “ E-commerce Law ”), which was promulgated by the SCNPC and came into force on
January 1, 2019, the e-commerce operators were defined as natural persons, legal persons, and
other non-legal-person organizations that engaged in the business activities of selling goods or
providing services through the Internet and other information networks, including e-commerce
platform operators, business operators using the e-commerce platform, and e-commerce
business operators engaging in the sale of goods or provision of services through their
self-built website or other network services. E-commerce business operators shall display,
prominently and continuously on their homepage, their business license information,
administrative licensing information relating to their business operation, or hyperlinks of the
aforesaid information. E-commerce business operators shall fully, accurately and promptly
disclose the information of goods or services and protect consumers’ right to know and right
to choose. E-commerce operators are not allowed to use false transactions, fabricated user
reviews, and other such methods to conduct deceptive or misleading business promotions that
could defraud or mislead consumers.
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The Measures for the Supervision and Administration of Online Trading (္
) (the “ Online Trading Measures ”) were promulgated by the SAMR on March
15, 2021, latest amended on March 18, 2025 and taking effect on May 1, 2025. Pursuant to the
Online Trading Measures, any business activity of selling goods or providing services through
the Internet within the PRC Mainland shall abide by the PRC laws and the provisions of the
Online Trading Measures. Operators engaged in online goods trading (the “ Online Trading
Operators ”) are required to go through the market entity registration in accordance with laws.
The Online Trading Operators shall ensure that the goods sold or services they provide meet
the requirements for safeguarding personal and property safety, as well as environmental
protection standards. They are prohibited from selling or offering goods or services that are
prohibited by laws or regulations, harm national interests and the public interest, or contravene
public order and good morals.
REGULATIONS RELATING TO PRICING
Pursuant to the Pricing Law of the PRC () (the “ Pricing
Law”), which was promulgated by the SCNPC on December 29, 1997, and became effective
on May 1, 1998. Under the Pricing Law, business operators shall follow the principles of
fairness, lawfulness and good faith in fixing prices. Operators may not commit unfair price acts
such as manipulating market prices in collusion to the detriment of the lawful rights and
interests of other operators or consumers. Any operator who commits any of the unfair price
acts prescribed in the Price Law will be ordered to make rectification, have the illegal gains
confiscated and may be imposed a fine of up to five times of the illegal gains; where the
circumstances are serious, an order will be issued for the suspension of business operations for
rectification, or the business license will be revoked by the SAMR. In addition, any operator
who causes consumers or other operators to pay additional prices pursuant to illegal price acts
must refund the portion overpaid; where damage has been caused, liability for compensation
will be borne according to law.
REGULATIONS RELATING TO THE CONTROLLING OF THE IMPORT AND
EXPORT
According to the Foreign Trade Law of the PRC () (the
“Foreign Trade Law ”) promulgated by the SCNPC on May 12, 1994 and amended on
December 30, 2022, foreign trade operators are not required to register since December 30,
2022. The PRC government permits the free import and export of commodities and
technologies, unless otherwise provided by laws and administrative regulations. Prior to
December 30, 2022, under the pre-amended Foreign Trade Law, foreign trade operators
engaged in the import and export of commodities or technologies shall apply for registration
with the foreign trade authorities under the State Council or its delegated authorities for the
record, unless otherwise provided by laws and administrative regulations and requirements of
the foreign trade authorities under the State Council. If a foreign trade operator fails to register
for the record in accordance with the provisions, the Customs Department shall not carry out
customs clearance of imported or exported commodities.
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Pursuant to the Customs Law of the PRC () adopted by the
SCNPC on January 22, 1987, most recently amended on April 29, 2021 and came into effect
from the same date, the Customs of the PRC is the state’s entry and exit customs supervision
and administration authority. According to the relevant laws and administrative regulations, the
Customs supervises the transportation vehicles, goods, luggage, postal articles and other
articles entering and leaving the country, collects customs duties and other taxes and fees,
prevents and counters smuggling, compiles customs statistics and handles other customs
operations.
Customs declaration units refer to the consignee or consignor of the imported and
exported goods and the customs declaration enterprises filed with the customs in accordance
with the Regulations of PRC Customs on Administration of Recordation of Declaration Entities
() adopted by the General Administration of
Customs on November 19, 2021 and effective from January 1, 2022. If the consignees and
consignors of import and export goods and customs declaration enterprises apply for filing,
they shall obtain the qualification of market entities.
REGULATIONS RELATING TO ADVERTISING AND ONLINE LIVE-STREAMING
MARKETING
The Advertising Law of the PRC () (the “ Advertising Law ”)
was promulgated by the SCNPC on October 27, 1994 and latest amended on April 29, 2021.
The Advertising Law requires that advertisers, advertising operators, and advertisement
publishers shall abide by the laws and administrative regulations, and by the principles of
fairness and good faith while engaging in advertising activities. Administrative departments for
market regulation at and above the county level are responsible for the supervision and
administration of advertising.
On February 25, 2023, the SAMR promulgated the Measures for the Administration of
Internet Advertising () (the “ Administration of Internet
Advertising ”), which became effective on May 1, 2023. According to the Administration of
Internet Advertising, the responsibilities of advertisers, Internet advertising operators and
publishers, and Internet information service providers have been clarified to conduct
management of the design, production, agency, and publishing of Internet advertisements; and
imposed special statutory obligations on behaviors including deception, misleading users to
click and browse advertisements, as well as recommendation algorithm.
On November 5, 2020, the SAMR promulgated the Guiding Opinions of the State
Administration for Market Regulation on Strengthening the Regulation of Online Live
streaming Marketing Activities (ኬจ
Ԉ), (the “ Guiding Opinions ”). According to the Guiding Opinions, commodity operators
selling commodities or providing services through online live-streaming shall abide by the
relevant laws and regulations, and establish and implement system for inspection and
acceptance of purchased goods. Pursuant to the Guiding Opinions, it is not allowed to use
online live-streaming to sell goods or services whose production or sale is prohibited by laws
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and regulations; it is not allowed to use online live-streaming to release commercial
advertisements whose publication in mass media is prohibited by laws and regulations; and it
is not allowed to use online live-streaming to sell goods or services whose trading is prohibited
on the Internet.
REGULATIONS RELATING TO ANTI-UNFAIR COMPETITION
The principal legal provisions governing the market competition are set out in the
Anti-Unfair Competition Law of the PRC (), which was
promulgated by the SCNPC on September 2, 1993, and effective from December 1, 1993, with
the latest amendment adopted on June 27, 2025, and will take effect from October 15, 2025,
has established several measures to combat unfair competition and protect market order. These
measures include prohibiting acts such as unfair prize promotions and dumping to exclude
market competitors. Violations of the Anti-Unfair Competition Law of the PRC may result in
the imposition of fines and, in serious cases, the revocation of business licenses, as well as the
incurrence of criminal liability.
REGULATIONS RELATING TO ANTI-MONOPOLY
The PRC Anti-monopoly Law (), promulgated by the
SCNPC, which became effective on August 1, 2008, and was amended on June 24, 2022, and
then took effect on August 1, 2022, prohibits monopolistic conduct such as forming monopoly
agreements, abuse of dominant market position and concentration of undertakings that have the
effect of eliminating or restricting competition. An undertaking with a dominant market
position are prohibited from engaging in acts that abuse their dominant market position,
including, but not limited to: (i) selling commodities at unfairly high prices or purchasing
commodities at unfairly low prices; (ii) selling commodities at prices below cost without any
justifiable cause; (iii) refusing to deal with the other transactional parties without any
justifiable cause; (iv) restricting the other transactional parties so that they may only deal with
the undertaking or with undertakings designated by it without any justifiable cause; (v) tying
the sale of commodities without any justifiable cause or imposing any other unreasonable
trading condition at the time of transaction; and (vi) applying differential treatments in terms
of transaction prices and other transaction conditions to the other transactional parties on an
equal footing without any justifiable causes. An undertaking with a dominant market position
cannot engage in any conduct of abusing a dominant market position specified above by
utilizing data and algorithm, technology, and platform rules, among others.
Furthermore, the SAMR promulgated the Provisions on Prohibition of Abuse of Market
Dominance Positions () on March 10, 2023, to further
prevent and prohibit the abuse of dominant market positions, Provisions on Prohibition of
Monopoly Agreements () to prohibit the application of monopoly
agreements, and Provisions on the Review of Concentrations of Undertakings (ණʕ
) to regulate the anti-monopoly review of concentrations of undertakings.
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On February 7, 2021, the Anti-Monopoly Guidelines for the Internet Platform Economy
Sector () promulgated by the Anti-monopoly Commission
of the State Council, aiming to improve anti-monopoly administration on online platforms.
Pursuant to this regulation, internet platform means the business organization form through
which interdependent bilateral and multilateral entities interact under the rules provided by
specific carriers through network information technology to jointly create value. Anti-
monopoly law enforcement institutions must insist on the following principles when
conducting anti-monopoly regulation in the field of platform economy: protecting fair market
competition, conducting scientific and efficient regulation according to the law, stimulating
innovation and creativity, and preserving the legitimate rights and interests of all market
participants.
REGULATIONS RELATING TO SINGLE-PURPOSE COMMERCIAL PRE-PAID
CARDS
The Administrative Measures for Single-purpose Commercial Pre-paid Cards (for Trial
Implementation) (ج(༊Б)), (the “ Single-purpose Commercial
Pre-paid Cards Measures ”), were promulgated by the MOFCOM on September 21, 2012 and
amended on August 18, 2016. Single-purpose commercial pre-paid cards refer to pre-paid
certificates which are issued by an enterprise engaged in retail, accommodation, catering, and
residential services and which are exclusively used to pay for goods or services within the
group to which the enterprise belongs to or within the franchise system of one brand. This
includes physical cards in the form of magnetic stripe cards, chip cards paper coupons and
virtual cards in the form of passwords string codes, graphics and biometric information, among
others. According to the Single-purpose Commercial Pre-paid Cards Measures, a card-selling
enterprise shall disclose its terms on its single-purpose cards, or provide copies of such terms
to purchasers, and shall sign with the purchasers a card purchase agreement upon demand by
such purchasers.
A card-selling enterprise shall properly fulfill its notification obligation. Where an
individual or entity purchases (including topping up) one or more registered cards, or
purchases one or more unregistered cards with a total value of RMB10,000 and above at once,
the card-selling enterprise concerned shall require the card purchaser or the agent thereof to
present their valid identity certificate, and keep the information of the purchaser or the agent
thereof to present their valid identity certificate, and keep the information of the purchaser and
agent thereof such as their personal name or entity name, valid identity certificate number and
contact information. If any card-selling enterprise is in violation of the provisions of the
Single-purpose Commercial Pre-paid Cards Measures, the competent commerce department of
the people’s government above the county-level in the locality where such violation occurs
shall order it to rectify the violation. Where the enterprise fails to do so within the said time
limit, the enterprise shall be subject to a fine of more than RMB10,000 and less than
RMB30,000.
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REGULATIONS RELATING TO LAND AND REAL ESTATE LEASING
Pursuant to the Land Administration Law of the PRC ()
issued on June 25, 1986, latest amended on August 26, 2019 and taking effect on January 1,
2020, all entities and individuals shall use land only for the purposes determined in the overall
plans for land utilization. Registration of the ownership and the right to the use of land shall
be governed by the laws and administrative regulations relating to real estate registration. The
legally registered ownership and right to the use of land shall be protected by law and may not
be infringed upon by any entities or individuals.
According to the Interim Regulations Concerning the Assignment and Transfer of the
Right to the Use of the State-owned Land in the Urban Areas (ᕄ਷ϞɺήԴ͜ᛆ̈ᜫձ
ᔷᜫᅲБૢԷ) promulgated by the State Council on November 29, 2020, China implements
a system of assignment and transfer of the right to use state-owned land. A land user shall pay
land assignment fee to the State as consideration for the assignment of the land use right within
a certain term. A land user who has obtained the land use right may transfer, lease out,
mortgage, or otherwise commercially exploit the land within the term of use. Under the Interim
Regulations Concerning the Assignment and Transfer of the Right to the Use of the
State-owned Land in the Urban Areas, the local land administration authority may enter into
an assignment contract with the land user for the assignment of land use rights. Land users shall
pay the land assignment fee in accordance with the land assignment contracts. After paying the
total amount of the assignment fee, the land user shall go through the registration thereof,
obtain the certificate for land use to evidence the acquisition of the land use right.
The Interim Regulations on Real Estate Registration ( ʔਗପ೮াᅲБૢԷ)
promulgated by the State Council on November 24, 2014, taking effect on March 1, 2015 and
amended on March 24, 2019 and March 10, 2024, and the Implementing Rules of the Interim
Regulations on Real Estate Registration () promulgated by
the Ministry of Land and Resources on January 1, 2016 and amended on July 24, 2019 and May
21, 2024, provide that, among other things, the State implements a uniform real estate
registration system and real estate registration shall follow the principles of strict
administration, stability, continuity, and convenience for the masses.
Pursuant to the Civil Code which became effective on January 1, 2021, an owner of
immovable or movable property has the right to possession, use, earnings, and disposal of such
property in compliance with the law. Subject to the consent of the lessor, the lessee may
sublease the leased premises to a third party. Where a lessee subleases the premises, the lease
contract between the lessee and the lessor remains valid. The lessor is entitled to terminate the
lease if the lessee subleases the premises without the consent of the lessor. In addition, if the
ownership of the leased premises changes during the lessee’s possession in accordance with the
terms of the lease contract, the validity of the lease contract shall not be affected.
The Ministry of Housing and Urban-Rural Development promulgated the Administrative
Measures on Leasing of Commodity Housing () on December 1,
2010, which came into effect on February 1, 2011. According to this measures, the lessor and
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the lessee are required to complete property leasing registration and filing formalities within
30 days from the execution of the property lease agreement with the development authorities
or real estate authorities of the municipality or county where the leased property is located. If
an entity fails to do so, it may be ordered to rectify within a stipulated period, and if such entity
fails to rectify, a fine ranging from RMB1,000 to RMB10,000 may be imposed on each lease
agreement.
REGULATIONS RELATING TO WORK SAFETY
According to the relevant construction safety laws and regulations, including the Work
Safety Law of the PRC (), which was issued by the SCNPC on
June 29, 2002, last amended on June 10, 2021, and effective on September 1, 2021, production
and operating business entities must establish objectives and measures for work safety and
improve the working environment and conditions for workers in a planned and systematic way.
A work safety protection scheme must also be set up to implement the work safety job
responsibility system. Besides, production and operating business entities must arrange work
safety training and provide their employees with protective equipment that meets the national
or industrial standards.
REGULATIONS RELATING TO FIRE PREVENTION
Pursuant to the Fire Prevention Law of the PRC ()
promulgated by the SCNPC on April 29, 1998 and recently amended on April 29, 2021, where
a construction project that is subject to fire protection final inspection according to the law fails
or is nonconforming as established by the fire protection final inspection, it shall be prohibited
from being put into use; and any other construction project that is nonconforming as
established by the random inspection conducted under the law shall cease to be used.
Pursuant to the Interim Provisions on the Administration of Examination and Acceptance
of Fire Prevention Design of Construction Projects (᜕ϗ၍ଣᅲБ஝
) issued by the Ministry of Housing and Urban-Rural Development on April 1, 2020 and
effective on June 1, 2020, and recently amended on August 21, 2023, special construction
projects that have not passed the fire prevention inspection or have failed to pass the fire
prevention inspection are prohibited from being put into use. Construction projects other than
special construction projects shall go through the fire safety acceptance filing, and the
competent housing and urban-rural development authorities shall conduct random inspections
on the fire safety acceptance of other construction projects filed. If the construction projects
fail to pass the random inspection on fire safety acceptance, such projects shall be stopped.
Where any of the following conduct is committed in violation of any provision of this
Law, the housing and urban-rural development authority and the fire and rescue department
shall, in accordance with their respective powers, order cessation of construction or use, or
suspension of production or business, and impose a fine of not less than RMB30,000 nor more
than RMB300,000: a construction project that is subject to fire protection final inspection
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according to the law fails, or is nonconforming as established by the fire protection final
inspection and is put into use without permission; any other construction project is
nonconforming as established by random inspection conducted under the law upon final
inspection and remains in use.
REGULATIONS RELATING TO ENVIRONMENTAL PROTECTION
Laws on Environmental Protection
On December 26, 1989, the Environmental Protection Law of the PRC ( ʕശɛ͏΍ձ
) (the “ Environmental Protection Law ”) was promulgated and most recently
revised on April 24, 2014. The Environmental Protection Law has been formulated in order to
protect and improve both the living and the ecological environment, prevent and control
pollution and other public hazards, and safeguard people’s health. According to the provisions
of the Environmental Protection Law, in addition to other applicable laws and regulations of
the PRC, the Ministry of Environmental Protection and its local counterparts are responsible
for administering and supervising environmental protection matters. In addition, construction
projects that have environmental impact shall be subject to environmental impact assessment.
Installations for the prevention and control of pollution in construction projects must be
designed, built and commissioned together with the principal construction plan of the project.
Such installations shall not be dismantled or left idle without authorization from competent
government agencies. Consequences of violations of the Environmental Protection Law
include warnings, fines, rectification within a time limit, forced shutdown, or criminal
punishment.
Laws on Environment Impact Assessment
According to the Law of the PRC on Environment Impact Assessment ( ʕശɛ͏΍ձ
) promulgated on October 28, 2002 and most recently amended on
December 29, 2018, the State Council implemented an environmental impact assessment, or
EIA, to classify construction projects according to the impact of the construction projects on
the environment. Constructing entities shall prepare an environmental impact report, or an EIR,
or an environmental impact statement, or an EIS, or fill out the EIR Form according to the
following rules: (i) for projects with potentially serious environmental impacts, an EIR shall
be prepared to provide a comprehensive assessment of their environmental impacts; (ii) for
projects with potentially mild environmental impacts, an EIS shall be prepared to provide an
analysis or specialized assessment of the environmental impacts; and (iii) for projects with
very small environmental impacts, an EIA is not required but an EIR Form shall be completed.
According to the Regulations on the Administration Construction Project Environmental
Protection (ᚐ၍ଣૢԷ), which was revised on 16 July 2017 and
implemented on October 1, 2017, construction enterprises that are required to compile
environmental impact reports or environmental impact report forms shall accept the
environmental protection facilities upon completion of the construction project. When the
environmental protection facilities of a construction project pass the inspection and
acceptance, the construction project can be formally put into production or use.
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Laws on Pollutant Discharge
According to the Catalog of Classified Management of Pollutant Discharge Permits for
Stationary Pollution Sources (2019 Edition) (๕રϮ஢̙ʱᗳ၍ଣΤ፽(2019 ϋ
و)) promulgated by the Ministry of Ecology and Environment on December 20, 2019, China
implements key management, simplified management and registration management of
pollutant discharge permits based on factors such as the amount of pollutants generated, the
amount of pollutants discharged and the degree of impact on the environment, and only
pollutant discharge entities that are subject to registration management do not need to apply for
a pollutant discharge permit.
REGULATIONS RELATING TO FOREIGN INVESTMENT
The establishment, operation and management of companies in the PRC is governed by
the Company Law of the PRC () (the “ Company Law ”), which
was issued by the SCNPC on December 29, 1993, latest amended on December 29, 2023 and
took effect on July 1, 2024. A foreign-invested company is also subject to the Company Law,
unless otherwise provided by the foreign investment laws.
Investment activities in the PRC by foreign investors are principally governed by the
following regulations: (i) Catalogue of Industries for Encouraging Foreign Investment (2022
edition) ( ོᎸ̮ਠҳ༟ପุͦ፽(2022و)), issued on October 26, 2022 and came into
effect since January 1, 2023; (ii) the Special Administrative Measures for Foreign Investment
Access (Negative List) (2024 edition) (݄(૶ఊ)(2024و))
(the “ Negative List ”), issued on September 6, 2024, which came into effect on November 1,
2024. Both are promulgated by the NDRC and the MOFCOM. Pursuant to the Negative List,
Industries not listed in the Negative List are generally deemed as “permitted” for foreign
investments, unless otherwise specifically restricted by PRC laws.
On March 15, 2019, the National People’s Congress issued the Foreign Investment Law
of the PRC () (the “ Foreign Investment Law ”), which came
into effect on January 1, 2020. It has replaced the following rules regulating foreign investment
in China: (i) the Sino-foreign Equity Joint V enture Enterprise Law of the PRC ( ʕശɛ͏΍
), (ii) the Sino-foreign Cooperative Joint V enture Enterprise Law
of the PRC (), and (iii) the Wholly Foreign-owned
Enterprise Law of the PRC (). According to the Foreign
Investment Law, foreign-invested enterprises which were established in compliance with such
laws prior to the implementation of the Foreign Investment Law are permitted to maintain their
original organization forms and other relevant aspects for 5 years upon the implementation
hereof. The Foreign Investment Law is enacted to further expand opening-up, encourage
foreign investment, protect legitimate rights and interests in foreign investment, and regulate
foreign investment management. In accordance with the Foreign Investment Law, the PRC
adopts a system of national treatment plus the Negative List for foreign investment
administration. Foreign and domestic investment in industries not listed on the Negative List
would be treated equally.
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On December 26, 2019, the State Council issued the Implementation Regulations for the
Foreign Investment Law of the PRC (ૢԷ) (the
“Implementation Regulations for FIL ”), which became effective as of January 1, 2020. The
Implementation Regulations for FIL further clarifies the promotion and protection of foreign
investment and replaced the Implementing Regulations for the Sino-foreign Equity Joint
V enture Enterprise Law of the PRC (ૢԷ), the
Interim Provisions on the Joint Operation Period of Sino-foreign Equity Joint V enture
Enterprises (), the Rules for the Implementation of
the Wholly Foreign-owned Enterprise Law of the PRC (୚
) and the Rules for the Implementation of the Sino-foreign Cooperative Joint V enture
Enterprise Law of the PRC (). Pursuant to
the Implementation Regulations for FIL, the Foreign Investment Law and the Implementation
Regulations for FIL shall prevail where the provisions on foreign investment made before
January 1, 2020 are not in conformity with the Foreign Investment Law and the Implementation
Regulations for FIL. On December 26, 2019, the Supreme People’s Court of the PRC
promulgated the Interpretation on Several Issues Concerning the Application of the Foreign
Investment Law of the PRC (ቇ͜<ج>༆ᙑ),
which became effective on January 1, 2020, the same day when the Foreign Investment Law
and the Implementation Regulations for FIL came into force. This interpretation is applicable
to all contractual disputes that arise when foreign investors acquire related rights and interests
by giving, property division, merging, or division of enterprises, etc.
On December 30, 2019, the Measures for the Reporting of Foreign Investment
Information () (the “ Reporting Measures ”) were promulgated by
the MOFCOM and SAMR and became effective since January 1, 2020. The Reporting
Measures replaced the Interim Measures for the Administration of Record-filing on the
Establishment and Change of Foreign-invested Enterprises (ࣩ
) simultaneously. The Reporting Measures regulate information reporting
relating to foreign investment in the PRC. According to the Reporting Measures, where a
foreign investor or the foreign-invested enterprise carries out investment activities in the PRC
directly or indirectly, the foreign investor or the foreign-invested enterprise shall submit the
investment information to the competent departments of commerce.
The Measures for the Security Review of Foreign Investment (፬
) (the “ Security Review Measures ”), jointly promulgated by the NDRC and the
MOFCOM on December 19, 2020, which became effective from January 18, 2021. The
Security Review Measures set out the rules for foreign investment that is subject to security
review. Procedures for the organization, coordination and guidance of the security review of
foreign investment will be established under the NDRC, and led by the NDRC and the
MOFCOM. Any foreign investment that affects or may affect national security shall be
inspected by such a working mechanism office. In addition, the Security Review Measures
stipulates that when foreign investors or related parties in China plan to invest in critical
information technology and internet products and services that are related to national security
and seek to gain actual control over the enterprises in which they invested, they shall apply for
a security review with the relevant office before proceeding with the investment.
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REGULATIONS RELATING TO MERGERS AND ACQUISITIONS AND OVERSEAS
LISTINGS
On August 8, 2006, six PRC government authorities, including the MOFCOM, the
SASAC, and the CSRC, jointly issued the Regulations on Mergers and Acquisitions of
Domestic Enterprises by Foreign Investors () (the
“M&A Rules ”), which became effective on September 8, 2006, and were amended on June 22,
2009. According to the M&A Rules, the approval of the MOFCOM must be obtained when
overseas companies established or controlled by PRC enterprises or residents acquire domestic
companies affiliated with such PRC enterprises or residents. In addition, the M&A Rules
requires offshore special purpose vehicles formed for overseas listing purposes through
acquisitions of PRC domestic companies and controlled by PRC enterprises or residents to
obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock
exchange.
The CSRC promulgated the Overseas Listing Trial Measures and the relevant five
guidelines on February 17, 2023, which became effective on March 31, 2023. The Overseas
Listing Trial Measures comprehensively improve and reform the existing regulatory regime for
overseas securities offering and listing activities by PRC domestic companies and regulate both
direct and indirect overseas securities offering and listing activities by PRC domestic
companies by adopting a filing-based regulatory regime. According to the Overseas Listing
Trial Measures, PRC domestic companies that seek to offer and list securities in overseas
markets directly or indirectly, are required to fulfill the filing procedure with the CSRC and
report relevant information. The Overseas Listing Trial Measures provide that an overseas
securities offering and listing is explicitly prohibited, if any of the following exists: (i) such
securities offering and listing is explicitly prohibited by provisions in laws, administrative
regulations and relevant state rules; (ii) the intended overseas securities offering and listing
may endanger national security as reviewed and determined by competent authorities under the
State Council in accordance with law; (iii) the domestic company intending to make the
securities offering and listing, or its controlling shareholder(s) and the actual controller, have
committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of
property or undermining the order of the socialist market economy during the latest three years;
(iv) the domestic company intending to make the securities offering and listing is currently
under investigations for suspicion of criminal offenses or major violations of laws and
regulations, and no conclusion has yet been made thereof; or (v) there are material ownership
disputes over equity held by the domestic company’s controlling shareholder(s) or by other
shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller.
Overseas offering and listing by domestic companies shall be made in strict compliance with
relevant laws, administrative regulations and rules concerning national security in spheres of
foreign investment, cybersecurity, data security and etc., and duly fulfill their obligations to
protect national security. If the intended overseas offering and listing necessitates a national
security review, relevant security review procedures shall be completed according to law
before the application for such offering and listing is submitted to any overseas parties such
as securities regulatory agencies and trading venues. The domestic companies may be required
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to rectify, make certain commitments, divest business or assets, or take any other measures as
per the competent authorities’ requirements, in order to eliminate or avert any impact on
national security resulting from such overseas offering and listing.
The Overseas Listing Trial Measures also provide that if the issuer meets both the
following criteria, the overseas securities offering and listing conducted by such issuer will be
deemed as an indirect overseas offering by PRC domestic companies: (i) 50% or more of any
of the issuer’s operating revenue, total profit, total assets or net assets, as documented in its
audited consolidated financial statements for the most recent financial year, is accounted for
by domestic enterprises; and (ii) the issuer’s main parts of business activities are conducted in
PRC, or its main place(s) of business are located in mainland China, or the majority of senior
management staff in charge of its business operations and management are PRC citizens or
have their usual place(s) of residence located in mainland China. The determination of the
indirect overseas offering by PRC domestic companies shall follow the principle of substance
over form. Where an issuer submits an application for an initial public offering to competent
overseas regulators, such issuer or its major domestic operating entity must file with the CSRC
within three business days after such application is submitted. The regulation also requires
subsequent reports to be filed with the CSRC on material events, such as change of control or
voluntary or forced delisting of the issuer(s) who have completed overseas offerings and
listings.
In addition, on February 24, 2023, the CSRC jointly with other PRC government
authorities, promulgated the Provisions on Strengthening Confidentiality and Archives
Administration for Overseas Securities Offering and Listing by Domestic Company (̋
), which took effect on
March 31, 2023. This regulation requires, among others, that PRC domestic enterprises seeking
to offer and list securities in overseas markets, either directly or indirectly, shall establish the
confidentiality and archives system, and shall complete approval and filing procedures with
competent authorities, if such PRC domestic enterprises or their overseas listing entities
provide or publicly disclose documents or materials involving state secrets and work secrets of
PRC government agencies to relevant securities companies, securities service institutions,
overseas regulatory agencies and other entities and individuals. It further stipulates that
providing or publicly disclosing documents and materials, which may adversely affect national
security or public interests, and accounting files or copies to the state and society shall be
subject to corresponding procedures in accordance with relevant laws and regulations.
REGULATIONS RELATING TO CYBERSECURITY, DATA SECURITY, AND
PRIV ACY PROTECTION
The Civil Code stipulates that the personal information of a natural person shall be
protected by the law. Any organization or individual that needs to obtain personal information
of others shall obtain such information legally and ensure the security of such information, and
shall not illegally collect, use, process or transmit personal information of others, or illegally
purchase, sell, provide or make public personal information of others.
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Apart from the Civil Code, the government agencies of PRC have enacted other laws and
regulations on the security of Internet information and the protection of personal information
against any misuse or unauthorized disclosure, including the Decision of the SCNPC on
Maintaining Internet Security ()
promulgated by the SCNPC on December 28, 2000 and amended on August 27, 2009, the
Provisions on the Technical Measures for Internet Security Protection (ᚐҦஔ
) promulgated by the Ministry of Public Security (the “ MPS”) on December 13,
2005 and became effective on March 1, 2006, and the Decision of the SCNPC on Strengthening
Network Information Protection (Ӕ
) promulgated by the SCNPC on December 28, 2012.
On 7 November 2016, the SCNPC issued the PRC Cybersecurity Law ( ʕശɛ͏΍ձ
), which took effect on June 1, 2017. The PRC Cybersecurity Law stipulates
that network constructors, network operators, and service providers that provide services over
networks are required to adopt technical and other necessary measures to ensure the security
and stable operation of networks, maintain the integrity, confidentiality and availability of
network data, and furthermore provide technical assistance and support in accordance with the
law for public security and national security authorities to protect national security or assist
with criminal investigations. Pursuant to the PRC Cybersecurity Law, the personal information
and important data collected and generated by critical information infrastructure operators in
the course of their operations in the PRC should be stored in the PRC, and the law imposes
heightened regulation and additional security obligations on critical information infrastructure
operators.
On June 10, 2021, the SCNPC issued the PRC Data Security Law ( ʕശɛ͏΍ձ਷ᅰ
) which took effect on September 1, 2021. The PRC Data Security Law sets out data
security obligations for entities and individuals engaged in data processing activities,
establishing a system of data categorization and classification protection based on the
importance of data in economic and social development, as well as the extent to which it will
be detrimental to the national security, public interests, or legitimate rights and interests of
individuals or organizations when such data is manipulated, destroyed, leaked, or illegally
obtained or used. The PRC Data Security Law provides that “data” refers to any recording of
information by electronic or other means. Data processing includes the collection, storage, use,
processing, transmission, availability and disclosure of data, etc.
The Provisions on Protection of Critical Information Infrastructure Security (ࢹڦ
ᚐૢԷ) promulgated by the State Council on July 30, 2021, which became
effective on September 1, 2021, stipulating that “critical information infrastructures” refers to
important network facilities and information systems involved in important industries and
sectors such as public communication and information services, energy, transportation, water
conservancy, finance, public services, e-government, national defense related science and
technology industry, as well as those which may seriously endanger national security, national
economy and citizen’s livelihood and public interests if damaged, malfunctioned, or if data
leakage relating thereto occurs. Pursuant to the above provisions, the relevant government
authorities are responsible for formulating the rules on identifying critical information
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infrastructures and organizing to identify such critical information infrastructures in the related
industries and fields, taking into account the factors set forth in the provisions and shall notify
the operators identified as critical information infrastructures operators.
The Cyberspace Administration of China (the “ CAC”), together with several other
administrative departments issued the Cybersecurity Review Measures (፬
) on December 28, 2021, which took effect on February 15, 2022, and replaced the
Measures for Cybersecurity Review Measures promulgated on April 13, 2020. This regulation
provides that a critical information infrastructure operator purchasing network products and
services, and platform operators carrying out data processing activities, which affect or may
affect national security, must apply for cybersecurity review and that a platform operator with
more than one million users’ personal information aiming to listing in a foreign country (਷
̮ɪ̹) must apply for cybersecurity review.
On September 24, 2024, the Administration Regulations on Network Data Security ( ၣ
ഖᅰኽτΌ၍ଣૢԷ) (the “ Regulation on Network Data Security ”) is published, which
has come into effect on January 1, 2025. The Regulation on Cyber Data Security reiterate the
general regulations for network data processing activities, rules of personal information
protection, important data security protection, network data cross border transfer management,
and the responsibilities of internet platform service providers.
On July 7, 2022, the CAC promulgated the Measures for the Security Assessment of
Outbound Data Transfer (), which took effect on September 1,
2022. It provides detailed supporting regulations for data processors to comply with security
assessment of providing overseas important data and personal information collected and
generated in domestic operations. On March 22, 2024, the CAC promulgated Provisions on
Facilitating and Regulating Cross-border Data Flows (),
which provided that data handlers shall identify and declare important data in accordance with
relevant rules. In accordance with these provisions, data handlers who provide data abroad, and
meet any of the following conditions, are required to declare the outbound data transfer
security assessment to the national cyberspace administration authority through the provincial-
level cyberspace administration authority where the data handlers are located: (i) critical
information infrastructure operators providing personal information or important data abroad;
and (ii) data handlers other than critical information infrastructure operator providing
important data abroad or cumulatively providing abroad personal information without any
sensitive personal information of more than one million individuals or sensitive personal
information of more than 10,000 individuals since January 1 of the current year. The
assessment results of the data export are valid for 3 years.
The CAC, the Ministry of Industry and Information Technology of the PRC (the “ MIIT ”),
the MPS, and the SAMR jointly issued the Notice on Special Governance of Illegal Collection
and Use of Personal Information via Apps (࢝Appط
ʮѓ) on January 23, 2019, which restates the requirement of legal collection and use
of personal information, encourages app operators to conduct security certifications, and
encourages search engines and app stores to clearly mark and recommend those certified apps.
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The Secretary Bureau of the Cyberspace Affairs Commission (the General Office of the
MIIT, the General Office of the MPS, and the General Office of the SAMR jointly issued the
Notice on the Measures for Determining the Illegal Collection and Use of Personal Information
through Mobile Apps (Ι೯<Appج>)
on November 28, 2019, which elaborates the forms of behavior constituting illegal collection
and use of the personal information via apps.
The MIIT issued the Notice of MIIT on Carrying out Special Rectification Actions in
Depth against the Infringement upon Users’ Rights and Interests by Apps (ʷ௅
ᐽଉપආAPP) on July 22, 2020, which lists
four types of illegal collection and use of personal information, including “illegally processing
personal information of users by the App and the SDK,” “setting up obstacles and frequently
harassing users,” “cheating and misleading users” and “inadequate implementation of
application distribution platforms’ responsibilities.”
On August 20, 2021, the SCNPC issued the PRC Personal Information Protection Law
() which took effect on November 1, 2021. As the first
systematic and comprehensive law promulgated specifically for the protection of personal
information in the PRC, the PRC Personal Information Protection Law provides, among others,
that (i) an individual’s separate consent must be obtained before the operation of such
individual’s sensitive personal information, e.g. biometric characteristics and individual
location tracking; (ii) personal information handlers processing sensitive personal information
must notify individuals of the necessity of such operations and the influence on the individuals’
rights; and (iii) if personal information handlers reject individuals’ requests to exercise their
rights, individuals may file a lawsuit with a People’s Court.
On June 28, 2016, the CAC promulgated the Administrative Provisions on Mobile
Internet Application Information Services () (the
“Mobile Application Administrative Provisions ”), amended on June 14, 2022 and enforced
on August 1, 2022. Pursuant to the Mobile Application Administrative Provisions, application
information service providers shall obtain the relevant qualifications prescribed by laws and
regulations, strictly implement their information security management responsibilities and
carry out certain duties, including establishing and completing users’ real identity
authentication mechanism and information content management mechanism. An app provider
shall, when handling personal information, follow the principles of legality, legitimacy,
necessity and integrity, have clear and reasonable purposes, disclose processing rules, comply
with relevant provisions on the scope of necessary personal information, regulate personal
information processing activities, and take necessary measures to protect the security of
personal information, and shall not force users to agree on the processing of personal
information for any reason or refuse users’ use of its basic functions and services due to users’
disagreement on providing non-essential personal information.
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REGULATIONS ON FOREIGN EXCHANGE
The principal regulations governing foreign currency exchange in China are the Foreign
Exchange Administration Regulations of the PRC ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ), as
amended in August 2008. Certain organizations in the PRC, including foreign-invested
enterprises, may purchase, sell, and/or remit foreign currencies at certain banks authorized to
conduct foreign exchange business upon providing valid commercial documents. However,
approval of the SAFE is required for capital account transactions.
Pursuant to the Notice on Relevant Issues Concerning the Administration of Foreign
Exchange for Overseas Listing ()
promulgated by the SAFE on December 26, 2014, the domestic companies shall register the
overseas listing with the foreign exchange control bureau located at its registered address in 15
working days after completion of the overseas listing and issuance. The funds raised by the
domestic companies through overseas listing may be repatriated to China or deposited
overseas, provided that the intended use of the fund shall be consistent with the contents of the
document and other public disclosure documents.
On February 13, 2015, the SAFE promulgated the Notice on Further Simplifying and
Improving the Direct Investment-related Foreign Exchange Administration Policies (̮
), according to which,
entities and individuals may apply for such foreign exchange registrations from qualified
banks. The qualified banks, under the supervision of SAFE, may directly review the
applications and conduct the registration.
The SAFE issued the Circular on Reforming the Management Approach regarding the
Settlement of Foreign Capital of Foreign-invested Enterprise (̮ਠ
) (the “ Circular 19 ”) on March 30, 2015, which
was partly invalidated on December 30, 2019. According to the Circular 19, the foreign
exchange capital of foreign-invested enterprises shall be subject to the Discretionary Foreign
Exchange Settlement, which means that the foreign exchange capital in the capital account of
a foreign-invested enterprise for which the rights and interests of monetary contribution have
been confirmed by the local foreign exchange bureau (or the book-entry registration of
monetary contribution by the banks) can be settled at the banks based on the actual operational
needs of the foreign-invested enterprise, and if a foreign-invested enterprise needs to make
further payment from such account, it still needs to provide supporting documents and proceed
with the review process with the banks. Furthermore, the Circular 19 stipulates that the use of
capital by foreign-invested enterprises shall follow the principles of authenticity and self-use
within the business scope of enterprises. The capital of a foreign-invested enterprise and
capital in Renminbi obtained by the foreign-invested enterprise from foreign exchange
settlement shall not be used for the following purposes: (i) directly or indirectly used for
payments beyond the business scope of the enterprises or payments as prohibited by relevant
laws and regulations; (ii) directly or indirectly used for investment in securities unless
otherwise provided by the relevant laws and regulations; (iii) directly or indirectly used for
granting entrust loans in Renminbi (unless permitted by the scope of business), repaying
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inter-enterprise borrowings (including advances by the third-party) or repaying the bank loans
in Renminbi that have been sub-lent to third parties; or (iv) directly or indirectly used for
expenses related to the purchase of real estate that is not for self-use (except for the
foreign-invested real estate enterprises).
On January 26, 2017, the SAFE issued the Circular on Further Improving Reform of
Foreign Exchange Administration and Optimizing Genuineness and Compliance V erification ( ਷
), which relaxed the
policy restriction on foreign exchange inflow to further enhance trade and investment
facilitation and tightened genuineness and compliance verification of cross-border transactions
and cross-border capital flow.
On October 23, 2019, the SAFE promulgated the Notice of the SAFE on Further
Promoting the Facilitation of Cross-border Trade and Investment (ආɓ
), pursuant to which non-investment foreign-invested
enterprises will be allowed to use capital funds for domestic equity investment in accordance
with the law under the premise of not violating the Negative List and the authenticity and
compliance of their domestic invested projects.
On April 10, 2020, the Circular on Optimizing Administration of Foreign Exchange to
Support the Development of Foreign-related Business (Ꮄʷ̮ි၍ଣ˕
), promulgated by the SAFE, which was further supplemented by the
Notice of Further Deepening the Reform to Facilitate Cross-border Trade and Investment ( ᗫ
), according to which eligible enterprises
are allowed to make domestic payments by using their capital funds, foreign loans and the
income under capital accounts of overseas listing, without providing the evidentiary materials
concerning authenticity of each expenditure, provided that their capital use must be authentic
and in line with provisions, and conform to the prevailing administrative regulations on the use
of income under capital accounts.
On July 4, 2014, the SAFE issued the Circular on Relevant Issues Relating to Domestic
residents’ Investment and Financing and Round Trip Investment through Special Purpose
V ehicles (೻ҳ༟̮ි၍ଣ
) (the “ SAFE Circular 37 ”), replacing the SAFE Circular on Issues
Concerning the Regulation of Foreign Exchange in Equity Finance and Return Investments by
Domestic Residents through Offshore Special Purpose V ehicles (ࣿ
), for the purpose of simplifying the
approval process, and for the promotion of the cross-border investment. Under the SAFE
Circular 37, a “special purpose vehicle” refers to an offshore entity established or controlled,
directly or indirectly, by PRC residents or entities for the purpose of seeking offshore financing
or making offshore investments, using legitimate onshore or offshore assets or interests, while
“round trip investment” refers to direct investment in China by PRC residents or entities
through special purpose vehicles, namely, establishing foreign-invested enterprises to obtain
ownership, control rights and management rights. The SAFE Circular 37 provides that (i) prior
to the PRC residents or entities conducting investment in offshore special purpose vehicles
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with their legitimate onshore and offshore assets or equities, they must register with local
SAFE branches with respect to their investments; and (ii) following the initial registration, they
must update their SAFE registrations when the offshore special purpose vehicle 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).
On May 11, 2013, the SAFE promulgated the Provisions on Foreign Exchange
Administration over Domestic Direct Investment by Foreign Investors (ટ
) (the “ Circular 21 ”), which came into effect on May 13, 2013, amended
on October 10, 2018, and partially abolished on December 30, 2019. The Circular 21 stipulates
that the SAFE and its local branches shall manage foreign investors’ direct investment within
the PRC through registration, and banks shall handle the foreign exchange business of direct
investment within the PRC according to the registration information provided by the SAFE or
its branches.
On November 19, 2012, the SAFE issued the Circular of the SAFE on Further Improving
and Adjusting Foreign Exchange Administration Policies on Direct Investment (̮ි၍
) and last amended on October 10,
2018, part of which was abolished on December 30, 2019, substantially amends and simplifies
the foreign exchange procedures. Pursuant to the SAFE Circular 59, the opening of various
special purpose foreign exchange accounts, such as pre-establishment expenses accounts,
foreign exchange capital accounts, and deposits accounts, the reinvestment of RMB proceeds
derived by foreign investors within the PRC, and remittance of foreign exchange profits and
dividends by a foreign-invested enterprise to its foreign shareholders no longer require the
approval or verification of the SAFE, and multiple capital accounts for the same entity may be
opened in different provinces.
REGULATIONS ON INTELLECTUAL PROPERTY
Regulations on Copyright and Computer Software
In accordance with the Copyright Law of the People’s Republic China ( ʕശɛ͏΍ձ
) which was promulgated by the SCNPC on September 7, 1990 and latest
amended on November 11, 2020, with latest revision effective on June 1, 2021, Chinese
citizens, legal persons or organizations without legal personality enjoy copyright over their
works, whether published or not, including written works; oral works; musical, dramatic,
opera, dance, acrobatic artistic works; fine arts, architectural works; photographic works;
audio-visual works; graphic works and model works, such as engineering design plan, product
design plan, map, schematic diagram, etc.; computer software and any other intellectual
achievements which comply with the characteristics of the works. Copyright shall include the
following personal rights and property rights: publication right, right of authorship, right of
revision, right to preserve the integrity of work, reproduction right, distribution right, rental
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right, exhibition right, performance right, screening right, broadcasting right, information
network transmission right, filming right, adaptation right, translation right, compilation right,
and any other rights enjoyed by a copyright holder.
On February 20, 2002, the National Copyright Administration promulgated the Computer
Software Copyright Registration Measures () which regulates
software copyright registration, software copyright exclusive license contracts, and transfer
contracts. The National Copyright Administration of China will be the competent authority for
the nationwide administration of software copyright registration and the Copyright Protection
Centre of China is designated as the software registration authority. The Computer Software
Protection Regulations (ᚐૢԷ) issued by the State Council which
stipulates that software copyright owners and relevant matters associated with the protection,
registration, licensing, and transfer of software copyright, and stipulates that software
copyright owners may obtain registration from the software registration authority
acknowledged by the copyright administrative department under the State Council. The
Copyright Protection Centre of China will grant registration certificates to the computer
software copyrights applicants which complies with the provisions of both of the above
regulations.
Regulations on Trademarks
On August 23, 1982, the PRC Trademark Law () was
promulgated by the SCNPC, last amended on April 23,2019, and the Implementation
Regulations for the PRC Trademark Law (ૢԷ) was
promulgated by the State Council on August 3, 2002, last amended on April 29, 2014, and
became effective as of May 1, 2014. The PRC Trademark Law and its implementation
regulations set forth an application for trademark registration must be filled in based on the
published classification of commodities and services. The description of commodities or
services must be filled in based on the class number and description in the classification of
commodities and services; where the commodities or services are not listed in the classification
of commodities and services, a statement on the commodities or services must be attached.
Pursuant to the PRC Trademark Law and its implementation regulations, the validity
period for a registered trademark is 10 years, from the date of registration. Use of a trademark
identical or similar to a registered trademark on the same type of commodities without
licensing by the trademark registrant shall be deemed as infringement of exclusive rights to use
registered trademarks.
Regulations on Domain Names
Domain names are protected under the Administrative Measures for Internet Domain
Names () issued by the MIIT on August 24, 2017, and effective from
November 1, 2017, and the Implementation Rules for Registration of National Top-level
Domain Names () issued by China Internet Network
Information Centre on June 18, 2019. Domain name owners are required to register their
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domain names and the MIIT is in charge of the administration of PRC internet domain names.
The domain name services adhere to the “first come, first file” principle. The applicants will
become the holders of such domain names once the registration procedure is completed.
Regulations on Patents
The Patent Law of the PRC () was promulgated by the
SCNPC on March 12, 1984 and last amended on October 17, 2020 with effect from June 1,
2021. The Implementation Rules of the Patent Law of the PRC (݄
) promulgated by the State Council on June 15, 2001, and last amended on December
11, 2023. Pursuant to the above two laws, there are three types of patents, namely, invention,
utility model, and design. A patent is valid for a twenty-year term for an invention, a ten-year
term for a utility model and a fifteen-year term for a design, all starting from the application
date. The PRC patent system adopts a “first come, first file” principle, which means that where
more than one person files a patent application for the same invention, a patent will be granted
to the person who files the application first. To be patentable, invention or utility models must
meet three criteria: novelty, inventiveness, and practicability. Unless otherwise stipulated by
relevant laws and regulations, a third party must obtain consent or a proper license from the
patent owner to use the patent. Otherwise, the use constitutes an infringement of the patent
rights.
REGULATIONS ON TAX
Regulations on Enterprise Income Tax
Pursuant to the EIT Law promulgated by the SCNPC on March 16, 2007, which became
effective on January 1, 2008 and was subsequently amended on February 24, 2017 and
December 29, 2018, and the Regulations for the Implementation of the Enterprise Income Tax
Law (ૢԷ) promulgated by the State Council on
December 6, 2007, effective since January 1, 2008, and last amended on April 23, 2019
(collectively, the “ EIT Laws ”), enterprises are classified as resident enterprises and non-
resident enterprises. Resident enterprises are defined as enterprises that are established in
China in accordance with the PRC laws, or that are established in accordance with the laws of
foreign countries but whose actual or de facto control entity is within the PRC. Non-resident
enterprises are defined as enterprises that are established in accordance with the laws of foreign
countries and whose actual or de facto control entity is located outside the PRC, but have
established institutions or premises in the PRC, or have no such institutions or premises in the
PRC but have income generated from inside the PRC. According to the EIT Laws, the
enterprise income tax is levied at a uniform rate of 25%. However, if a non-resident enterprise
has not formed any permanent establishment or premise in the PRC, or if a non-resident
enterprise has formed a permanent establishment or premise in the PRC but there is no actual
relationship between the income derived in the PRC and the permanent establishment or
premise formed by it, the enterprise income tax is levied at the rate of 10% with respect to its
dividends income sourced from inside the PRC.
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The Notice of the State Taxation Administration Regarding the Determination of
Chinese-Controlled Offshore Incorporated Enterprises as the PRC Tax Resident Enterprises on
the Basis of De Facto Management Bodies (ΆุԱኽ
) promulgated by the STA on April 22,
2009 and partly invalidated on December 29, 2017 provides the standards and procedures for
determining whether a Chinese-controlled offshore incorporated enterprises is the resident
enterprises with its “de facto management body” located within the PRC.
Pursuant to the Public Announcement on Several Issues Concerning Enterprise Income
Tax for Indirect Transfer of Assets by Non-Resident Enterprises (͏Άุගટᔷᜫ
ʮѓ) promulgated by the STA on February 3, 2015 and partly
invalidated in 2017, if a non-resident enterprise evades its obligation to pay enterprise income
tax by implementing an arrangement without reasonable commercial purposes to indirectly
transfer assets such as the equity interest of a PRC resident enterprise, such indirect transfer
shall be deemed as a direct transfer of assets in accordance with Article 47 of the EIT Law.
According to the Announcement of the STA on Issues Relating to Withholding at Source
of Income Tax of Non-resident Enterprises (ϔᖮ
ʮѓ) promulgated on October 17, 2017, effective since December 1, 2017, and
amended on June 15, 2018, tax authorities may seek payment of tax arrears and late fees
payable from other income of a non-PRC resident enterprise within the territory of the PRC if
such non-PRC resident enterprise fails to comply with tax obligations.
The Law of the PRC on the Administration of Tax Collection ( ʕശɛ͏΍ձ਷೼ϗᅄ
) promulgated by the SCNPC on September 4, 1992, effective since January 1, 1993
and last amended on April 24, 2015 is enacted to regulate tax collection management and tax
payment. According to the Law of the PRC on the Administration of Tax Collection, if a
taxpayer fails to pay taxes or a withholding agent fails to remit taxes in accordance with a
prescribed period, the tax authorities shall impose an overdue payment of 0.05% of the amount
of tax in arrears on a daily basis, commencing on the day the tax payment was defaulted.
Regulations on Value-added Tax
According to the Provisional Regulations on V alue Added Tax of the PRC ( ʕശɛ͏
೼ᅲБૢԷ) promulgated by the State Council on December 13, 1993, effective
since January 1, 1994, most recently amended in November 2017, and the Detailed
Implementing Rules of the Temporary Regulations on V alue-added Tax of the PRC ( ʕശɛ
) promulgated by the MOF and the STA on December 15,
2008, effective since January 1, 2009, and amended on October 28, 2011, all taxpayers selling
goods, providing processing, repair and replacement services, sales of services, intangible
assets and immovable assets, and importation of goods within the PRC shall pay value-added
tax. On December 25, 2024, the SCNPC issued the V alue Added Tax Law of the PRC ( ʕശ
), which will be effective from January 1, 2026.
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As required by the Notice of the MOF and the STA on Implementing the Pilot Program
of Replacing Business Tax with V alue-Added Tax in an All-round Manner (೼
) promulgated on March 23, 2016,
effective since May 1, 2016 and last amended on March 20, 2019, enterprises and individuals
engaging in the sales of services, intangible assets or immovable assets within the territory of
the PRC shall pay value-added tax instead of business tax.
On April 4, 2018, the MOF and the STA issued the Notice on Adjustment of V alue-added
Tax Rates (), which came into effect
on May 1, 2018. According to such notice, the taxable goods previously subject to value-added
tax rates of 17% and 11% respectively become subject to lower value-added tax rates of 16%
and 10% respectively starting from May 1, 2018. Moreover, according to the Announcement
of the MOF, the STA and the General Administration of Customs on Relevant Policies for
Deepening V alue-added Tax Reform (ʮѓ) promulgated
on March 20, 2019 and effective since April 1, 2019, with respect to all taxpayers selling
goods, providing processing, repairing or replacement services or importing goods within the
PRC shall pay value-added tax and the value-added tax rates are further revised to 6%, 9% or
13%.
Regulations on Dividend Withholding Tax
According to (i) the Arrangement Between the Mainland China and Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and Prevention of Fiscal Evasion
with Respect to Taxes on Income (ᅄ೼ձԣ˟
τર) promulgated by the STA on August 21, 2006, (ii) the Circular of the STA on
Relevant Issues relating to the Implementation of Dividend Clauses in Tax Treaty Agreements
() promulgated by the STA on
February 20, 2009 and other relevant PRC laws and regulations, the withholding tax rate for
dividends paid by a PRC resident enterprise to a Hong Kong resident enterprise may be reduced
to 5% from a standard rate of 10% if the Hong Kong resident enterprise directly holds at least
25% of the equity interests in the PRC resident enterprise. To enjoy the reduced withholding
tax rate, the Hong Kong resident enterprise must: (a) be a company; (b) directly own the
required percentage of equity interests and voting rights in the PRC resident enterprise; and (c)
have directly owned such required percentage in the PRC resident enterprise within the 12
consecutive months prior to the dividend being paid. In addition, the Announcement on
Relevant Issues Concerning Beneficial Owners in Tax Treaties (ʕ“Ϟ
ɛ”ʮѓ), issued by the STA on February 3, 2018 and effective from April 1,
2018 addresses the methods to recognize a “beneficial owner” under dividend, interest, and
royalty provisions in double tax treaties between Mainland of the PRC and Hong Kong.
Pursuant to the Administrative Measures for Non-Resident Taxpayers to Enjoy
Treatments () issued by the STA on October 14,
2019, effective since January 1, 2020, qualified non-resident taxpayers can enjoy benefits
under tax treaties by themselves without approval from the tax authorities at the time of filing
their tax returns or making withholding declarations through withholding agents, subject to
subsequent administration by the tax authorities.
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REGULATIONS ON STOCK INCENTIVE PLANS
On February 15, 2012, the SAFE promulgated the Notice on Foreign Exchange
Administration of PRC Residents Participating in Share Incentive Plans of Offshore Listed
Companies (ྌ̮ි၍ଣϞᗫਪ
) (the “ Stock Option Rules ”). Pursuant to the Stock Option Rules, PRC citizens
and non-PRC citizens who reside in China for a continuous period of not less than one year and
participate in any stock incentive plan of an overseas publicly listed company, subject to a few
exceptions, are required to register with 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 mainland China
is required to further amend the SAFE registration concerning 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 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 mainland China opened by the mainland
Chinese agents before distribution to such mainland Chinese residents.
Under the Circular of the STA on Issues Concerning Individual Income Tax concerning
Equity Incentives () promulgated
by the STA and effective on August 24, 2009, listed companies and their domestic
organizations shall, according to the individual income tax calculation methods for “wage and
salary income” and stock option income, lawfully withhold and pay individual income tax on
such income.
REGULATIONS RELATING TO EMPLOYMENT, SOCIAL INSURANCE AND
HOUSING FUND
In accordance with the PRC Labor Law () and the PRC Labor
Contract Law (), employers must sign a written labor contract
with each full-time employee. All employers must comply with the local minimum wage
standards. Violation of the PRC Labor Contract Law and the PRC Labor Law may result in a
fine or other administrative penalty, and serious circumstances may lead to criminal liability.
In accordance with the Social Insurance Law of the PRC (ᎈ
) and other relevant PRC laws and regulations such as the Interim Regulations on the
Collection and Payment of Social Insurance Premiums (ᎈ൬ᅄᖮᅲБૢԷ),
Regulations on Work Injury Insurance (ᎈૢԷ), Regulations on Unemployment
Insurance (ᎈૢԷ) and Trial Measures on Employee Maternity Insurance of
REGULATORY OVERVIEW
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Enterprises (), each employer and individual in the PRC must
make social insurance contributions, including basic pension insurance, basic medical
insurance, work injury insurance, unemployment insurance, and maternity insurance. An
employer who fails to promptly pay social insurance contributions in full amount will be
ordered to pay or supplement within a prescribed period, and will be subject to a late payment
fine computed from the due date at the rate of 0.05% per day; where payment is not made
within the stipulated period, the relevant administrative authorities will impose a fine ranging
from one to three times the amount of the amount in arrears. According to the Administrative
Regulations on the Housing Provident Fund (၍ଣૢԷ), each employer and
individual in the PRC must make housing provident fund contributions. Where an employer
fails to undertake contribution registration of housing provident fund or fails to go through the
formalities of opening housing provident fund accounts for its employees, the housing
provident fund management center shall order it to go through the formalities within a
prescribed time limit; where failing to do so at the expiration of the time limit, a fine of not
less than RMB10,000 nor more than RMB50,000 shall be imposed. An employer is overdue in
the contribution of, or underpays, the housing provident fund, the housing provident fund
management center shall order it to make the contribution within a prescribed time limit; where
the contribution has not been made after the expiration of the time limit, an application may
be made to a people’s court for compulsory enforcement.
Pursuant to the Reform Plan of the State Tax and Local Tax Collection Administration
System (), which was issued by the General Office of the
Communist Party of China and the General Office of the State Council on July 20, 2018, from
January 1, 2019, all the social insurance premiums including the premiums of the basic pension
insurance, unemployment insurance, maternity insurance, work injury insurance and basic
medical insurance will be collected by the tax authorities.
On September 21, 2018, the Ministry of Human Resources and Social Security of the PRC
issued the Urgent Notice on Enforcing the Requirement of the General Meeting of the State
Council and Stabilizing the Levy of Social Enforcement Payment (஫࿏ໝྼ਷ਕ৫੬ਕ
) which prohibits local authorities from
unilaterally requiring all applicable companies to make up for historically underpaid or unpaid
social insurance contributions in one go.
On July 31, 2025, the PRC Supreme People’s Court promulgated the Supreme People’s
Court’s Interpretation (II) on Several Issues Concerning the Application of Law in Labor
Dispute Cases (༆ᙑ(ɚ)), which
took effect on September 1, 2025. Article 19(1) thereof stipulates that if an employer and an
employee agree or the employee undertakes that social insurance contributions need not be
paid, the People’s Court shall deem such agreement or undertaking invalid. Furthermore, where
an employer fails to pay social insurance contributions in accordance with the law, and the
employee seeks to terminate the labor contract and claims economic compensation from the
employer pursuant to Article 38(3) of the PRC Labor Contract Law, the People’s Court shall
support such claims in accordance with the law, which clarifies that employees are entitled to
request termination of their labor contracts and receive corresponding economic compensation
under the PRC Labor Contract Law if the employer fails to make social insurance contributions
in accordance with the law.
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OVERVIEW
We are a China-based company specializing in the design and sale of nursery products.
Our Group was founded by Mr. Wang in November 2018 when BeBeBus Technology, our
principal operating company in the PRC and the holding company of our Group prior to the
Reorganization, was established in the PRC. In May 2019, Ms. Shen joined our Group as
co-founder. Mr. Wang has abundant experience in consumer brand positioning and
communication, product positioning based on user behavior research, creating top-selling
products, brand management, and corporate strategic positioning. Ms. Shen has extensive
experience in sales and marketing in the nursery product industry. For biographical details of
Mr. Wang and Ms. Shen, see “Directors and Senior Management.”
Since the establishment of our Group, we have received Pre-IPO Investments from
multiple Pre-IPO Investors, including Tiantu Capital, Gaorong V entures, MPC, and Taikang
Life. For details of the principal terms of the Pre-IPO Investments and background information
of the Pre-IPO Investors, see “— Pre-IPO Investments” in this section.
In preparation for the Listing, we conducted the Reorganization, and our Company was
incorporated in the Cayman Islands in August 2023 as the offshore holding company of our
Group. For details of the Reorganization, see “— Reorganization” in this section.
BUSINESS DEVELOPMENT MILESTONES
The table below summarizes our key business development milestones.
Y ear Milestone
2018 /H1118/H1118/H1118BeBeBus Technology, our principal operating company in the PRC and the
holding company of our Group prior to the Reorganization, was established
in the PRC
2019 /H1118/H1118/H1118We launched our BeBeBus brand
2020 /H1118/H1118/H1118We completed the Series A Financing led by Tiantu Capital
We were recognized as a National High-tech Enterprise (৷อҦஔΆุ)
2021 /H1118/H1118/H1118We completed the Series A+ Financing led by Gaorong V entures and MPC
We completed the Series B Financing led by Taikang Life
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Y ear Milestone
2022 /H1118/H1118/H1118We established our Ningbo Technology Engineering Center which primarily
serves as a production facility focused on product design, manufacturing, and
quality control
We obtained the EA TNS Carbon Management System Certification (EA TNS
ࣣ)
2023 /H1118/H1118/H1118We opened our first brand experience store
We partnered with Dymatic Chemicals to create a joint laboratory
Our Company was incorporated in the Cayman Islands as the offshore holding
company of our Group
2024 /H1118/H1118/H1118We were named as a Shanghai Design and Innovation Center (௴
อʕː)
We established presence in the United States and Indonesia to expand our
business overseas
OUR MAJOR SUBSIDIARIES
The table below sets out the place and date of establishment and principal business
activities of each of our subsidiaries that made a material contribution to our results of
operations during the Track Record Period.
Subsidiary
Place of
establishment
Date of
establishment
Principal
business activities
BeBeBus Technology /H1118/H1118/H1118/H1118PRC November 14,
2018
Product procurement,
sales, design, and
R&D
BeBeBus Electronic /H1118/H1118/H1118/H1118/H1118PRC September 5,
2023
Product marketing and
promotion
BeBeBus Safety /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC August 6, 2021 Product manufacturing
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ESTABLISHMENT AND SHAREHOLDING CHANGES OF BEBEBUS TECHNOLOGY
(a) Establishment of BeBeBus Technology
On November 14, 2018, BeBeBus Technology, our principal operating company in the
PRC and the holding company of our Group prior to the Reorganization, was established in the
PRC as a limited liability company. On the date of establishment, BeBeBus Technology was
wholly owned by Mr. Wang with a registered capital of RMB3,000,000.
(b) Early Transfers of Registered Capital of BeBeBus Technology
From April 2019 to May 2020, the following transfers of registered capital of BeBeBus
Technology were effected.
Transferor Transferee
Registered
capital
transferred Consideration
Time of
completion
(RMB) (RMB)
Mr. Wang /H1118/H1118/H1118/H1118/H1118/H1118Shanghai Fanyi
Enterprise Management
Partnership (Limited
Partnership) (ۯ
Άุ၍ଣΥྫΆุ(ࠢ
Υྫ)) (“ Shanghai
Fanyi ”)
(1)
750,000 2,500 (6) April 2019
Mr. Wang /H1118/H1118/H1118/H1118/H1118/H1118Shanghai Weitai
Enterprise Management
Center (Limited
Partnership) ( ɪऎᇲइ
Άุ၍ଣʕː(Υ
ྫ)) (“ Shanghai
Weitai ”)
(2)
60,000 200 (7) April 2019
Mr. Wang /H1118/H1118/H1118/H1118/H1118/H1118Shanghai Weiling
Enterprise Management
Partnership (Limited
Partnership) (ࡗ
Άุ၍ଣΥྫΆุ(ࠢ
Υྫ)) (“ Shanghai
Weiling ”)
(3)
1,080,000 Nil (6) February
2020
Shanghai Fanyi /H1118/H1118Shanghai Weitai 150,000 Nil (7) February
2020
Mr. Wang /H1118/H1118/H1118/H1118/H1118/H1118Shanghai Weitai 30,000 Nil (7) February
2020
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Transferor Transferee
Registered
capital
transferred Consideration
Time of
completion
(RMB) (RMB)
Mr. Wang /H1118/H1118/H1118/H1118/H1118/H1118Beijing Daokoutou
Network Technology
Co., Ltd. ( ̏ԯ༸ɹҳ
ʮ̡)
(“Daokoutou ”)
(4)
75,000 Nil (4) May 2020
Mr. Wang /H1118/H1118/H1118/H1118/H1118/H1118Guangzhou Ronghui
Technology Co., Ltd.
(ʮ
̡)( “ Guangzhou
Ronghui ”)
(5)
75,000 Nil (5) May 2020
Notes:
(1) Shanghai Fanyi was a limited partnership established in the PRC on February 19, 2019 and deregistered
on August 27, 2024. It was a shareholding platform of Mr. Wang prior to the Reorganization.
(2) Shanghai Weitai (formerly known as Suzhou Taiwei Enterprise Management Center (Limited
Partnership) ( ᘽψइᇲΆุ၍ଣʕː(Υྫ))) was a limited partnership established in the PRC on
December 29, 2018 and deregistered on August 22, 2024. The general partner of Shanghai Weitai was
Mr. Wang holding 70.27% of the partnership interest. The only limited partner of Shanghai Weitai was
Mr. Hung Kun-Tai (इ)( “Mr. Hung ”) holding the remaining 29.73% of the partnership interest. Mr.
Hung is a seasoned entrepreneur with over 30 years of experience in nursery product design,
manufacturing, and marketing. To the best knowledge of our Directors, Mr. Hung is an independent third
party.
(3) Shanghai Weiling was a limited partnership established in the PRC on January 15, 2020 and deregistered
on August 22, 2024. The general partner of Shanghai Weiling was Mr. Wang holding 75.00% of the
partnership interest. The only limited partner of Shanghai Weiling was Ms. Shen holding the remaining
25.00% of the partnership interest.
(4) Daokoutou is a limited liability company established in the PRC on November 26, 2015, principally
engaged in providing consulting services in relation to enterprise strategy and capital operation. It is
ultimately controlled by Mr. Y ang Zhou ( เմ)( “ Mr. Y ang”). Since founding Daokoutou in 2015, Mr.
Y ang has accumulated extensive experience in equity structure design, capital operation, development
planning, and strategic management. Our Group engaged Daokoutou to provide consulting services in
the areas of overall strategic goals, listing plans, equity financing strategies, valuation, and financing
contract review and negotiation from April 2020 to March 2021 at a service fee of RMB1.5 million.
Given the financial condition of our Group at that time, the parties agreed to settle the service fee by
Mr. Wang transferring RMB75,000 registered capital of BeBeBus Technology to Daokoutou,
representing an implied valuation of our Group of RMB60 million. To the best knowledge of our
Directors, each of Daokoutou and Mr. Y ang is an independent third party.
(5) Guangzhou Ronghui is a limited liability company established in the PRC on August 11, 2014,
principally engaged in conducting equity investment and providing consulting services in relation to
enterprise strategy and capital operation. It is wholly owned by Ms. Y uan Wenyan ( ঺˖ᝣ), the spouse
of Mr. Y an Dong ( ᕙಊ)( “ Mr. Y an”). Mr. Y an currently serves as our executive Director and joint
company secretary. In 2019, Mr. Y an, the then chairman of Guangzhou Ronghui, was introduced to Mr.
Wang by a mutual friend. Our Group later engaged Guangzhou Ronghui to provide consulting services
in the areas of overall strategic goals, strategic planning, internal control and monitoring, equity
financing, listing plans, and employee incentive plan from April 2020 to March 2021 at a service fee
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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of RMB1.5 million. Given the financial condition of our Group at that time, the parties agreed to settle
the service fee by Mr. Wang transferring RMB75,000 registered capital of BeBeBus Technology to
Guangzhou Ronghui, representing an implied valuation of our Group of RMB60 million. In June 2023,
given Mr. Y an’s abundant experience in corporate finance and equity investment, as well as his
familiarity with our business operations and internal management, Mr. Wang invited Mr. Y an to join our
Group to assist with the Reorganization and other preparation work for the Listing, as well as corporate
governance related matters. Apart from Guangzhou Ronghui’s past shareholding in BeBeBus
Technology and Mr. Y an’s current positions in our Group, there is no other past or present relationship
between Mr. Y an and his spouse on one hand and our Group on the other hand.
(6) Such transfers of registered capital of BeBeBus Technology were effected to either restructure part of
Mr. Wang’s shareholding in BeBeBus Technology from direct shareholding to indirect shareholding
through limited partnerships, or as a token of appreciation for Ms. Shen’s contributions as the
co-founder of our Group. The market value of the equity interest transferred was substantially aligned
with the corresponding amount of registered capital involved in the transfer, being RMB750,000 in April
2019 and RMB1,080,000 in February 2020. These transfers were carried out at nil or nominal
consideration due to the nature and purpose of the transfers.
(7) Such transfers of registered capital of BeBeBus Technology were effected (i) to restructure part of Mr.
Wang’s shareholding in BeBeBus Technology from direct shareholding to indirect shareholding through
limited partnerships, and (ii) as a token of appreciation for Mr. Hung’s consulting services in the areas
of business operation and trademark management provided during the early stage of our Group’s
development. The market value of the equity interest transferred was substantially equivalent to the
amount of registered capital involved in the transfer. The transfers were carried out at nil or nominal
consideration due to the nature and purpose of the transfers.
(c) Series A Financing in BeBeBus Technology
In November 2020, BeBeBus Technology completed the Series A Financing through
capital increase as detailed below. For details of the Series A Financing, see “— Pre-IPO
Investments” in this section. As a result, the registered capital of BeBeBus Technology was
increased to RMB3,333,300.
Series A Investor
Registered capital
subscribed for Consideration
(RMB) (RMB)
Tiantu VC I Limited (ʮ̡)
(“Tiantu ”)(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/H1118311,100 28,027,027 (3)
Ms. Chen Ruxian ( ௓ϧ㛮)( “ Ms. Chen ”)(2) /H1118/H1118/H1118/H1118/H111822,200 2,000,000
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/H1118333,300 30,027,027
Notes:
(1) Tiantu is a limited liability company incorporated in Hong Kong. It is an investment arm of Tiantu
Capital. For background information of Tiantu Capital, see “— Pre-IPO Investments — (d) Information
about Our Pre-IPO Investors” in this section.
(2) Ms. Chen is a vice president of investment at Tiantu Capital. To the best knowledge of our Directors,
Ms. Chen is an independent third party.
(3) Pursuant to the Series A Financing agreements, Tiantu agreed to subscribe for RMB311,100 registered
capital of BeBeBus Technology for a consideration of US$4,010,000. The RMB amount of the
consideration set out in the table above is calculated based on the cost per unit of registered capital of
BeBeBus Technology in RMB as agreed between the Series A Investors and our Group and is for
illustrative purpose only.
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(d) Series A+ Financing in BeBeBus Technology
In January 2021, BeBeBus Technology completed the Series A+ Financing through
capital increase as detailed below. For details of the Series A+ Financing, see “— Pre-IPO
Investments” in this section. As a result, the registered capital of BeBeBus Technology was
increased to RMB3,635,560.
Series A+ Investor
Registered capital
subscribed for Consideration
(RMB) (RMB)
Gaorong Fund IV (HK) Limited
(“Gaorong IV HK ”)(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118163,202 19,584,484
Gaorong Fund IV-A (HK) Limited (“ Gaorong
IV-A HK ”)(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/H111818,134 2,176,054
Beijing Jingwei Chuangrong Investment Center
(Limited Partnership) ( ̏ԯ຾ᇗ௴࿲ҳ༟ʕː
(Υྫ)) (“ Jingwei Chuangrong ”)(2) /H1118/H1118/H1118/H1118/H1118/H111890,668 10,880,269
Tiantu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,256 3,630,756
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/H1118302,260 36,271,563
Notes:
(1) Both Gaorong IV HK and Gaorong IV-A HK are limited liability companies incorporated in Hong Kong.
They are investment arms of Gaorong V entures. For background information of Gaorong V entures, see
“— Pre-IPO Investments — (d) Information about Our Pre-IPO Investors” in this section.
(2) Jingwei Chuangrong is a limited partnership established in the PRC. It is an investment arm of MPC.
For background information of MPC, see “— Pre-IPO Investments — (d) Information about Our
Pre-IPO Investors” in this section.
In November 2020, in connection with the Series A+ Financing, the following transfers
of registered capital of BeBeBus Technology were effected.
Transferor Transferee
Registered capital
transferred Consideration
(RMB) (RMB)
Shanghai Fanyi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mr. Wang (1) 182,220 14,213,333
Shanghai Fanyi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Jingwei Chuangrong 57,777 4,506,667
Shanghai Weitai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Jingwei Chuangrong 33,333 2,600,000
Mr. Wang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Gaorong IV HK 163,998 12,792,000
Mr. Wang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Gaorong IV-A HK 18,222 1,421,333
Note:
(1) Such transfer of registered capital of BeBeBus Technology was effected to facilitate the subsequent
transfers of the same amount of registered capital of BeBeBus Technology to Gaorong IV HK and
Gaorong IV-A HK at the same consideration as set out in the table above.
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(e) Transfers of Registered Capital of BeBeBus Technology in January 2021
In January 2021, the following transfers of registered capital of BeBeBus Technology
were effected.
Transferor Transferee
Registered capital
transferred Consideration
(RMB) (RMB)
Guangzhou Ronghui /H1118/H1118/H1118/H1118/H1118Mr. Wang (1) 75,000 14,420,000 (1)
Daokoutou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mr. Wang (1) 36,356 7,000,000 (1)
Note:
(1) Such transfers of registered capital of BeBeBus Technology were effected to solidify Mr. Wang’s control
of BeBeBus Technology amid the dilution of his shareholding caused by the Series A Financing and the
Series A+ Financing and potential further dilution from additional equity financing then under
consideration, as well as to simplify the shareholding structure of BeBeBus Technology in preparation
for the Reorganization. The respective consideration for these transfers was determined through
amicable negotiations between the parties, with reference to the valuation of our Group in the Series A
Financing of RMB300 million and the Series A+ Financing of RMB436 million, the then valuation of
our Group of approximately RMB700 million determined by potential investors taking into account the
overall business status and prospects of our Group, and the prevailing market sentiment in the venture
capital markets at the time of such transfers. The increase in the valuation of our Group from May 2020
to January 2021 was primarily due to improvements in the overall business status of our Group
(including our Group’s substantial sales increase in 2020, particularly the strong sales performance
during the 618 shopping festival that year), the recognition of BeBeBus Technology as a National
High-tech Enterprise (৷อҦஔΆุ), the successful completion of the Series A Financing and the
Series A+ Financing which demonstrated external validation of our Group’s competitive strengths and
promising business prospects, and the vibrant and optimistic market sentiment in the venture capital
markets at that time. Such an increase in valuation reflects our Group’s robust sales growth and rapid
expansion and aligns with our upward financial performance during the Track Record Period.
(f) Series B Financing in BeBeBus Technology
In August 2021, BeBeBus Technology completed the Series B Financing through capital
increase as detailed below. For details of the Series B Financing, see “— Pre-IPO Investments”
in this section. As a result, the registered capital of BeBeBus Technology was increased to
RMB3,909,204.
Series B Investor
Registered capital
subscribed for Consideration
(RMB) (RMB)
Taikang Life (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/H1118143,663 73,500,000
Jingwei Chuangrong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111891,671 46,900,000
Tiantu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,155 9,800,000
Gaorong IV HK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,240 8,820,000
Gaorong IV-A HK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,915 980,000
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/H1118273,644 140,000,000
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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Note:
(1) For background information of Taikang Life, see “— Pre-IPO Investments — (d) Information about Our
Pre-IPO Investors” in this section.
In May 2021, in connection with the Series B Financing, the following transfers of
registered capital of BeBeBus Technology were effected.
Transferor Transferee
Registered capital
transferred Consideration
(RMB) (RMB)
Shanghai Fanyi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Taikang Life 61,570 15,750,000
Shanghai Fanyi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Jingwei Chuangrong 39,288 10,050,000
Mr. Wang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tiantu 8,209 2,100,000
Mr. Wang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Gaorong IV HK 7,388 1,890,000
Mr. Wang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Gaorong IV-A HK 821 210,000
(g) Capital Increase in BeBeBus Technology in December 2022
In December 2022, the registered capital of BeBeBus Technology was increased by
RMB141,784 which was subscribed by Shanghai BeBeBus One Enterprise Management
Partnership (Limited Partnership) ( ɪऎ̺ഁɓ໮Άุ၍ଣΥྫΆุ(Υྫ)) (“ BeBeBus
One”) for a consideration of RMB141,784. BeBeBus One was a reserved employee
shareholding platform of our Group prior to the Reorganization. As a result, the registered
capital of BeBeBus Technology was increased to RMB4,050,988.
REORGANIZATION
The chart below illustrates our Group’s corporate and shareholding structure immediately
before the commencement of the Reorganization.
Shanghai
Weiling
Shanghai
Fanyi
BeBeBus
One
Gaorong IV
HK
Jingwei
Chuangrong Daokoutou
BeBeBus
Safety
BeBeBus
Kunshan
BeBeBus
Ningbo
BeBeBus
Shanghai
BeBeBus
Real Estate
Mr. Wang Shanghai
Weitai Tiantu Gaorong
IV-A HK Taikang Life Ms. Chen
26.66% 25.30% 6.40% 5.10% 3.50% 9.10% 8.68% 0.97% 7.72% 5.07% 0.95% 0.55%
BeBeBus Technology
100%
100%
100% 100%
100%
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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In preparation for the Listing, we underwent the following Reorganization steps.
(a) Incorporation of Our Company
On August 2, 2023, our Company was incorporated in the Cayman Islands as an exempted
company with limited liability and the offshore holding company of our Group. On the date of
incorporation, our Company allotted and issued Shares at nominal value as detailed below.
Shareholder
Number of Shares
held
Aggregate
approximate
shareholding
percentage
(%)
W ANGBOY AN(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/H111841,796,920 (5) 82.55
SLING (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,400,000 10.67
WEILING (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,989,240 5.90
Chickadee X HOLDING INC (“ Chickadee ”)(4) /H1118/H1118/H1118444,000 (6) 0.88
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/H111850,630,160 100.00
Notes:
(1) W ANGBOY AN is owned by Boyan Holdings as to 65% and WW ANG as to 35%. Boyan Holdings is
wholly owned by Vistra Trust (Singapore) Pte. Limited, the trustee of the Boyan Family Trust with Mr.
Wang as the settlor and protector and WW ANG as the beneficiary. WW ANG is wholly owned by Mr.
Wang.
(2) SLING is owned by SHENLING HOLDING INC (“ SHENLING ”) as to 50% and SL Family Limited
(“SL”) as to 50%. SHENLING is wholly owned by Ms. Shen. SL is wholly owned by Vistra Trust
(Singapore) Pte. Limited, the trustee of the Shen Ling Family Trust with Ms. Shen as the settlor and
protector and SHENLING as the beneficiary.
(3) WEILING is wholly owned by BUTONG ESOP LIMITED (“ BUTONG ESOP ”). BUTONG ESOP is
wholly owned by Futu Trustee Limited (“ Futu ”), the trustee of the BUTONG ESOP Trust set up to
facilitate the administration of the Share Options granted to our senior management (other than Mr.
Wang) and other employees. Pursuant to the trust deed constituting the BUTONG ESOP Trust entered
into between our Company and Futu, Futu shall abstain and shall cause BUTONG ESOP to abstain from
exercising the voting rights attached to the Shares held by WEILING. For details, see “Appendix IV —
Statutory and General Information — D. Share Incentive Plan.”
(4) Chickadee is wholly owned by Ms. Chen.
(5) The 41,796,920 Shares held by W ANGBOY AN on the date of incorporation of our Company included
one Share allotted and issued to ICS Corporate Services (Cayman) Limited and subsequently transferred
to W ANGBOY AN on the same day.
(6) The 444,000 Shares held by Chickadee were re-designated and re-classified into 444,000 Series A
Preferred Shares in January 2024.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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(b) Incorporation of Butong BVI and Butong Investment HK and Establishment of
Create Butong Ningbo
On August 10, 2023, Butong BVI was incorporated in the BVI as a limited liability
company with our Company as its sole shareholder. On the date of incorporation, one ordinary
share of Butong BVI was allotted and issued to our Company.
On August 24, 2023, Butong Investment HK was incorporated in Hong Kong as a limited
liability company with Butong BVI as its sole shareholder. On the date of incorporation, one
ordinary share of Butong Investment HK was allotted and issued to Butong BVI.
On September 27, 2023, Create Butong Ningbo was established in the PRC as a limited
liability company with Butong Investment HK as its sole shareholder. On the date of
establishment, US$30,000,000 registered capital of Create Butong Ningbo was subscribed by
Butong Investment HK.
(c) Capital Reduction in BeBeBus Technology
In October 2023, Taikang Life, Jingwei Chuangrong and Daokoutou exited BeBeBus
Technology by way of capital reduction for a consideration of RMB89,250,000,
RMB74,936,936 and RMB38,644, respectively, which was equivalent to the respective
historical investment amount paid by them to subscribe for the relevant registered capital of
BeBeBus Technology or the amount of capital of BeBeBus Technology. The respective
consideration was settled in March and April 2024. As a result, the registered capital of
BeBeBus Technology was reduced to RMB3,494,374.
(d) Share Issuance of Our Company
To reflect the shareholding structure of BeBeBus Technology on our Company level, from
January 2024 to April 2024, our Company allotted and issued Shares and Preferred Shares as
detailed below.
Shareholder
Number of
Shares
allotted and
issued
Number of
Series A
Preferred
Shares
allotted and
issued
Number of
Series A+
Preferred
Shares
allotted and
issued
Number of
Series B
Preferred
Shares
allotted and
issued
Tiantu VC USD Fund I L.P .
(“Tiantu USD ”)(1) /H1118/H1118/H1118/H1118/H1118/H1118/H11186,222,000 605,120 547,280
Gaorong Partners Fund IV ,
L.P . (“Gaorong IV ”)(2) /H1118/H1118/H1118 6,544,000 492,560
Gaorong Partners Fund IV-A,
L.P . (“Gaorong IV-A ”)(3) /H1118/H1118 727,120 54,720
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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Shareholder
Number of
Shares
allotted and
issued
Number of
Series A
Preferred
Shares
allotted and
issued
Number of
Series A+
Preferred
Shares
allotted and
issued
Number of
Series B
Preferred
Shares
allotted and
issued
Tembusu B Limited
(“Tembusu ”)(4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,635,560 2,619,180
Taikang Life /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 4,104,660
xu tai Limited (“ xu tai ”)(5) /H1118/H11181,228,840
DKT Limited (“ DKT”)(6) /H1118/H1118/H1118772,880
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,001,720 6,222,000 11,511,800 7,818,400
Notes:
(1) Tiantu USD is a limited partnership incorporated in the Cayman Islands. It is an affiliate of Tiantu. For
background information of Tiantu USD, see “— Pre-IPO Investments — (d) Information about Our
Pre-IPO Investors” in this section.
(2) Gaorong IV is a limited partnership incorporated in the Cayman Islands. It is an affiliate of Gaorong IV
HK. For background information of Gaorong IV , see “— Pre-IPO Investments — (d) Information about
Our Pre-IPO Investors” in this section.
(3) Gaorong IV-A is a limited partnership incorporated in the Cayman Islands. It is an affiliate of Gaorong
IV-A HK. For background information of Gaorong IV-A, see “— Pre-IPO Investments — (d)
Information about Our Pre-IPO Investors” in this section.
(4) Tembusu is a limited liability company incorporated in the BVI. It is wholly owned by Jingwei
Chuangrong. For background information of Tembusu, see “— Pre-IPO Investments — (d) Information
about Our Pre-IPO Investors” in this section.
(5) xu tai is a limited liability company incorporated in the BVI. It is wholly owned by Mr. Hung.
(6) DKT is a limited liability company incorporated in the BVI. It is wholly owned by Daokoutou.
(e) Transfers of Registered Capital of BeBeBus Technology
In February 2024, Mr. Wang, Shanghai Weiling, Shanghai Fanyi, Shanghai Weitai,
BeBeBus One, Tiantu, Gaorong IV HK, Gaorong IV-A HK, and Ms. Chen transferred the entire
registered capital of BeBeBus Technology of RMB3,494,374 to Create Butong Ningbo for an
aggregate consideration of RMB5,826,966. The respective consideration for the transfers of
registered capital of BeBeBus Technology was equivalent to the amount of capital of BeBeBus
Technology paid in by such shareholders or the net asset value of BeBeBus Technology
corresponding to the equity interest held by such shareholders in BeBeBus Technology. Upon
the completion of such transfers, BeBeBus Technology became an indirect wholly-owned
subsidiary of our Company.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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The chart below illustrates our Group’s corporate and shareholding structure immediately
upon the completion of the Reorganization.
W ANGBOY AN Taikang LifeSLING WEILING Tiantu USD Gaorong IV Gaorong IV-A Tembusu xu tai DKT Chickadee
53.46% 6.91% 3.82% 9.43% 9.00% 1.00% 8.00% 5.25% 1.57% 0.99% 0.57%
100%
100%
100%
100%
100%
100%
100% 100% 100% 100% 100% 100%
100%
Our Company
Butong BVI
Butong Investment HK
Butong International HK
Offshore
Onshore
Create Butong Ningbo
Create Butong Technology Zhepu Technology
BeBeBus Technology
BeBeBus Electronic BeBeBus Safety BeBeBus Kunshan BeBeBus Ningbo BeBeBus Shanghai BeBeBus Real Estate
SUBSEQUENT SHAREHOLDING CHANGES OF OUR COMPANY
(a) Share Transfer in June 2024
In June 2024, Chickadee transferred 444,000 Series A Preferred Shares to W ANGBOY AN
for a consideration of RMB2,000,000, which was equivalent to the historical investment
amount paid by Ms. Chen to subscribe for the relevant registered capital of BeBeBus
Technology before the Reorganization. As a result, Chickadee ceased to be a Shareholder. The
444,000 Series A Preferred Shares were re-designated and re-classified into 444,000 Shares in
September 2024.
(b) Share Issuance in September 2024
In September 2024, our Company allotted and issued 1,586,398 Shares to WEILING at
nominal value as the underlying Shares of 1,586,398 Share Options granted under the Share
Incentive Plan. For details of the Share Incentive Plan, see “Appendix IV — Statutory and
General Information — D. Share Incentive Plan.”
PRE-IPO INVESTMENTS
Our Group obtained several rounds of investments from the Pre-IPO Investors. For
details, see “— Establishment and Shareholding Changes of BeBeBus Technology” above.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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(a) Principal Terms of the Pre-IPO Investments
The table below summarizes the key terms of the Pre-IPO Investments to our Group made
by the Pre-IPO Investors.
Series A Financing Series A+ Financing Series B Financing
Date of agreement(s) /H1118/H1118/H1118/H1118/H1118/H1118July 2020 August 8, 2020 May 12, 2021
Amount of consideration
paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
RMB30,027,027 (4) RMB36,271,563 RMB140,000,000
Date of payment of
consideration in full /H1118/H1118/H1118/H1118/H1118
November 19,
2020
January 14, 2021 August 6, 2021
Approximate cost per
Share paid (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
RMB4.50 RMB6.00 RMB25.58
Approximate discount to the
Offer Price (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
92.58% 90.11% 57.84%
Post-money valuation of our
Group (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
RMB300,000,000 RMB436,000,000 RMB2,000,000,000
Basis of determination of
valuation and
consideration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
The valuation of our Group and consideration for each round of
the Pre-IPO Investments were determined based on arm’s
length negotiation between the Pre-IPO Investors and our
Group taking into account the timing of the Pre-IPO
Investments and our operating performance and business
prospects.
Lock-up /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The Pre-IPO Investors will not be subject to any lock-up
arrangement at the time of Listing pursuant to the relevant
agreements of the Pre-IPO Investments. The Pre-IPO Investors
have given lock-up undertakings in favor of our Company, the
Joint Sponsors, the Overall Coordinators and the Hong Kong
Underwriters. For details, see “Underwriting — Undertaking
by other Existing Shareholders.”
Use of proceeds from the
Pre-IPO Investments /H1118/H1118/H1118/H1118/H1118
We utilized the proceeds from the Pre-IPO Investments for the
principal business of our Group, including product R&D,
marketing and promotional activities, and replenishing working
capital to support our business growth. As of the Latest
Practicable Date, the proceeds from the Pre-IPO Investments
had been fully utilized.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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Series A Financing Series A+ Financing Series B Financing
Strategic benefits to our
Group brought by the
Pre-IPO Investors /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Our Directors were of the view that our Company could benefit
from (i) the additional capital provided by the Pre-IPO
Investors, and (ii) the Pre-IPO Investors’ commitment to our
Group as their investments demonstrated their confidence in
the operations of our Group and served as an endorsement of
our Group’s performance, strength and prospects.
Notes:
(1) The cost per Share paid is calculated based on (i) the cost per unit of registered capital of BeBeBus
Technology paid by the Pre-IPO Investors at the time of their respective Pre-IPO Investments, and (ii)
the ratio of one unit of registered capital of BeBeBus Technology subscribed by the Pre-IPO Investors
before the Reorganization to 20 Series A Preferred Shares/Series A+ Preferred Shares/Series B Preferred
Shares allotted and issued to the Pre-IPO Investors after the Reorganization. The cost per unit of
registered capital of BeBeBus Technology paid by the Pre-IPO Investors at the time of their respective
Pre-IPO Investments is calculated based on the registered capital of BeBeBus Technology subscribed by
the Pre-IPO Investors and the respective consideration paid by them.
(2) The discount to the Offer Price is calculated based on (i) the assumption that the Offer Price is
HK$66.60 per Offer Share (being the mid-point of the indicative Offer Price range of HK$62.01 to
HK$71.20 per Offer Share), the Over-allotment Option is not exercised and without taking into account
any Shares which may be allotted and issued pursuant to the exercise of Share Options, and (ii) the
exchange rate of RMB to HK dollar set out in “Information about This Prospectus and the Global
Offering.” The discount to the Offer Price for the consideration paid by the Pre-IPO Investors in a
particular round of Pre-IPO Investments is directly linked to the valuation of our Group at the time the
Pre-IPO Investment was made. For details of the reasons for the change in the valuation of our Group,
see note (3) below.
(3) The increase in the valuation of our Group between each round of the Pre-IPO Investments was
primarily due to improvements in the overall business status and prospects of our Group and the
prevailing market sentiment in the venture capital markets at the time the investments were made.
Specifically, the significant increase in the valuation of our Group from the Series A+ Financing to the
Series B Financing was attributable to the explosive improvement in our operating performance
(including the substantial sales increase in 2020), the recognitions we received worldwide for our
product designs in 2020, our promising business prospects, and the vibrant and optimistic market
sentiment in the venture capital markets at that time.
(4) The total consideration received by our Group in the Series A Financing include RMB28,027,027 from
Tiantu and RMB2,000,000 from Ms. Chan. Pursuant to the Series A Financing agreements, Tiantu
agreed to subscribe for RMB311,100 registered capital of BeBeBus Technology for a consideration of
US$4,010,000. The RMB amount of the consideration paid by Tiantu above is calculated based on the
cost per unit of registered capital of BeBeBus Technology in RMB as agreed between the Series A
Investors and our Group and is for illustrative purpose only.
(b) Special Rights of the Pre-IPO Investors
Pursuant to the shareholders’ agreement entered into among our Company and our
Shareholders in April 2024 and the then prevailing memorandum and articles of association of
our Company, the Pre-IPO Investors were granted certain customary special rights, including,
among others, rights of first refusal, tag-along rights, anti-dilution rights, redemption rights,
drag-along rights, liquidation rights, information rights and director nomination rights. The
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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redemption rights and drag-along rights of the Pre-IPO Investors ceased to be exercisable
preceding our Company’s first submission of the listing application form to the Stock
Exchange, and all other special rights of the Pre-IPO Investors will be terminated upon the
Listing.
(c) Joint Sponsors’ Confirmation
On the basis that (i) the respective consideration for the Pre-IPO Investments was settled
more than 28 clear days before the date of our Company’s first submission of the listing
application form to the Stock Exchange, and (ii) the redemption rights and drag-along rights
of the Pre-IPO Investors ceased to be exercisable preceding our Company’s first submission of
the listing application form to the Stock Exchange, and all other special rights of the Pre-IPO
Investors will be terminated upon the Listing, the Joint Sponsors confirm that the Pre-IPO
Investments are in compliance with Chapter 4.2 of the Guide.
(d) Information about Our Pre-IPO Investors
Set out below is the background information of our Pre-IPO Investors. To the best
knowledge of our Directors, each of the Pre-IPO Investors and their ultimate beneficial owners
or controllers is an independent third party.
Tiantu Capital
Tiantu USD is a limited partnership incorporated in the Cayman Islands. Its general
partner is Tiantu GP Limited Company (“ Tiantu GP ”). As of the Latest Practicable Date,
Tiantu USD had nine limited partners, none of which held more than one-third of the
partnership interest. Tiantu GP is wholly owned by Tiantu Investments International Limited
(“Tiantu Investments ”). Tiantu Investments is wholly owned by Tiantu Capital, a company
listed on the Stock Exchange (stock code: 01973). Tiantu Capital is a leading private equity
investor and fund manager committed to driving the growth of Chinese consumer brands and
companies.
Gaorong V entures
Both Gaorong IV and Gaorong IV-A are exempted limited partnerships incorporated in
the Cayman Islands. The general partner of both Gaorong IV and Gaorong IV-A is Gaorong
Partners IV Ltd. Gaorong Partners IV Ltd is beneficially owned and controlled by Mr. Wong
Hoi Pong ( ˮ௱Ԟ). As of the Latest Practicable Date, no limited partner of Gaorong IV and
Gaorong IV-A held more than one-third of the partnership interest.
Both Gaorong IV and Gaorong IV-A are private funds managed by Gaorong V entures.
Gaorong V entures is focused on early and growth-stage investments, with a specialty in
internet and new consumption, new technology and healthcare and biotech sectors.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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MPC
Tembusu is a limited liability company incorporated in the BVI. It is wholly owned by
Jingwei Chuangrong. Jingwei Chuangrong is a limited partnership established in the PRC. Its
general partner is Beijing Jingwei Yichuang Investment Management Partnership (Limited
Partnership) ( ̏ԯ຾ᇗᄂ௴ҳ༟၍ଣΥྫΆุ(Υྫ)) (“ Jingwei Yichuang ”) holding 1%
of the partnership interest. As of the Latest Practicable Date, Jingwei Chuangrong had 24
limited partners, none of which held more than one-third of the partnership interest. The
general partner of Jingwei Yichuang is Beijing Jingwei Jingchuang Investment Co., Ltd. ( ̏ԯ
ʮ̡)( “Jingwei Jingchuang ”) holding 10% of the partnership interest. The
sole limited partner of Jingwei Yichuang is Ms. Xiao Ping ( ӽറ) holding 90% of the
partnership interest. Jingwei Jingchuang is ultimately controlled by Mr. Wang Huadong ( ˮശ
؇Jingwei Chuangrong is an investment arm of MPC. MPC has made investments in various
new economy, deep technology, industrial digitalization, healthcare, frontier technology and
new consumer brands.
Taikang Life
Taikang Life is a limited liability company established in the PRC. Taikang Life is wholly
owned by Taikang Insurance Group Inc. (ʮ̡)( “ Taikang Insurance
Group ”). Taikang Insurance Group is ultimately controlled by Mr. Chen Dongsheng (ʺ).
Founded in 1996, Taikang Insurance Group is an insurance and financial service conglomerate
focused on insurance, asset management and health and elderly care. Taikang Life is a leading
insurance service provider in China that provides life insurance, health insurance, accident
insurance and other insurances.
CAPITALIZATION OF OUR COMPANY
The table below sets out the capitalization of our Company as of the Latest Practicable
Date.
Shareholder
Number of
Shares
held
Number of
Series A
Preferred
Shares
held
Number of
Series A+
Preferred
Shares
held
Number of
Series B
Preferred
Shares
held
Aggregate
number of
shares held
Aggregate
approximate
shareholding
percentage
(%)
W ANGBOY AN/H1118/H111842,240,920 42,240,920 52.95
SLING /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,400,000 5,400,000 6.77
WEILING /H1118/H1118/H1118/H1118/H1118/H11184,575,638 4,575,638 5.74
Tiantu USD /H1118/H1118/H1118/H1118/H11186,222,000 605,120 547,280 7,374,400 9.24
Gaorong IV /H1118/H1118/H1118/H1118/H1118 6,544,000 492,560 7,036,560 8.82
Gaorong IV-A /H1118/H1118/H1118 727,120 54,720 781,840 0.98
Tembusu /H1118/H1118/H1118/H1118/H1118/H1118/H1118 3,635,560 2,619,180 6,254,740 7.84
Taikang Life /H1118/H1118/H1118/H1118 4,104,660 4,104,660 5.15
xu tai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,228,840 1,228,840 1.54
DKT /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118772,880 772,880 0.97
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,218,278 6,222,000 11,511,800 7,818,400 79,770,478 100.00
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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VOTING PROXY
On February 2, 2024, SLING entered into a deed of voting proxy (“ Voting Proxy ”) with
W ANGBOY AN, pursuant to which SLING granted W ANGBOY AN, as its true and lawful
attorney, a voting proxy over all the Shares held by SLING (including any Shares to be
acquired by SLING during the term of the V oting Proxy). W ANGBOY AN is ultimately
controlled by Mr. Wang, and SLING is ultimately controlled by Ms. Shen. Mr. Wang has been
overseeing the strategic planning, global business expansion and product R&D of our Group
since its inception. The V oting Proxy granted by SLING to W ANGBOY AN will enable Mr.
Wang, through W ANGBOY AN, to maintain the level of control in our Company that existed
prior to the dilution caused by the Global Offering. Ms. Shen believes that entrusting the voting
rights attached to the relevant Shares held by SLING to W ANGBOY AN will further solidify
Mr. Wang’s consistent leadership and management of our Group, thereby facilitating the
overall strategic planning and decision-making process of our Group.
Pursuant to the V oting Proxy, during the term of the V oting Proxy, W ANGBOY AN shall
have the right to exercise the voting rights attached to the relevant Shares held by SLING, in
its sole discretion, on all matters submitted to a vote at a meeting of Shareholders or by written
resolution of the Shareholders, except for (i) matters in relation to hostile takeover and (ii)
matters in respect of which W ANGBOY AN is required to abstain from voting pursuant to the
Articles of Association, the Listing Rules, or any other applicable laws and rules. In such cases,
SLING will be entitled to exercise the voting rights attached to the relevant Shares.
Pursuant to the V oting Proxy, SLING shall not, among others, (i) exercise or transfer the
voting rights attached to the relevant Shares without prior written consent of W ANGBOY AN,
(ii) acquire any additional Shares or securities convertible into the Shares in any form without
prior written notice to W ANGBOY AN, and (iii) take any action that may prevent
W ANGBOY AN from performing, or make it impossible for W ANGBOY AN to perform, its
obligations under the V oting Proxy.
The V oting Proxy became effective from the date of execution (i.e., February 2, 2024) for
an indefinite period until the earliest of: (i) a written agreement between the parties to
terminate the V oting Proxy, (ii) when W ANGBOY AN materially breaches the V oting Proxy
(including when W ANBOY AN engages in any wilful misconduct, fraud, or gross negligence
when exercising the voting rights attached to the relevant Shares held by SLING or fails to
abstain from exercising the voting rights attached to the relevant Shares held by SLING as
required under the Articles of Association or the Listing Rules) or fails to perform any material
obligations under the V oting Proxy and, if such breach or failure can be rectified, such breach
or failure is not rectified within ten days after SLING notifies W ANGBOY AN of such breach
or failure, and (iii) when SLING ceases to hold any Shares.
SLING has given a lock-up undertaking in favor of our Company, the Joint Sponsors, the
Overall Coordinators, and the Hong Kong Underwriters for a term of six months from the
Listing Date. For details, see “Underwriting — Undertaking by Other Existing Shareholders.”
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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PUBLIC FLOAT AND FREE FLOAT
Pursuant to Rule 8.08(1) of the Listing Rules, assuming that the Over-allotment Option
is not exercised, (i) based on an Offer Price of HK$62.01 per Offer Share (being the low end
of the indicative Offer Price range), our expected market capitalization upon the Listing is
HK$5.63 billion, and the minimum prescribed public float percentage applicable to our Shares
is 25.0%; (ii) based on an Offer Price of HK$66.60 per Offer Share (being the mid-point of the
indicative Offer Price range), our expected market capitalization upon the Listing is HK$6.04
billion, and the minimum prescribed public float percentage applicable to our Shares is 24.8%;
and (iii) based on an Offer Price of HK$71.20 per Offer Share (being the top end of the
indicative Offer Price range), our expected market capitalization upon the Listing is HK$6.46
billion, and the minimum prescribed public float percentage applicable to our Shares is 23.2%.
The 47,640,920 Shares held by W ANGBOY AN and SLING, representing approximately
52.50% of our total issued Shares upon the completion of the Global Offering (assuming that
the Over-allotment Option is not exercised and without taking into account any Shares which
may be allotted and issued pursuant to the exercise of Share Options), will not be counted
towards public float as both W ANGBOY AN and SLING are core connected persons of our
Company.
To the best knowledge of our Directors, save as disclosed above, none of the other
Shareholders (including the Pre-IPO Investors) (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
acquisition 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 Shares
registered in its name or otherwise held by it. Consequently, approximately 47.50% of our total
issued Shares upon the completion of the Global Offering (assuming that the Over-allotment
Option is not exercised and without taking into account any Shares which may be allotted and
issued pursuant to the exercise of Share Options) will be counted towards public float, which
is in compliance with the requirement under Rule 8.08(1) of the Listing Rules. In addition, our
Company will satisfy the free float requirement under Rule 8.08A(1) of the Listing Rules upon
the Listing.
COMPLIANCE WITH PRC LA WS AND REGULATIONS
Our PRC Legal Advisor confirmed that (i) the establishment of our subsidiaries in the
PRC and their subsequent shareholding changes and (ii) the Reorganization have complied
with all applicable PRC laws and regulations in all material aspects.
SAFE REGISTRATION
Pursuant to the Circular of SAFE on Foreign Exchange Administration of Overseas
Investment, Financing and Round-trip Investments Conducted by Domestic Residents through
Special Purpose V ehicles (ڏ
) (the “ SAFE Circular 37 ”) promulgated by the SAFE and
became effective on July 4, 2014, (i) a PRC resident must register with the local SAFE branch
before he or she contributes assets or equity interests in an overseas special purpose
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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vehicle (the “ Overseas SPV ”) that is directly established or indirectly controlled by the PRC
resident for the purpose of conducting investment or financing, and (ii) following the initial
registration, the PRC resident is also required to register with the local SAFE branch for any
major change in respect of the Overseas SPV , including, among others, a change of the
Overseas SPV’s PRC resident shareholder(s), the name of the Overseas SPV , terms of
operation, any increase or reduction of the Overseas SPV’s capital, share transfer or swap, and
merger or division.
Pursuant to the Circular of SAFE on Further Simplification and Improvement in Foreign
Exchange Administration on Direct Investment (ٜ
) promulgated by the SAFE and became effective on June 1,
2015, the power to accept SAFE registration was delegated from local SAFE branch to local
banks where the assets or interests in the domestic entity are located.
As advised by our PRC Legal Advisor, Mr. Wang and Ms. Shen have completed the initial
foreign exchange registration of overseas investments as required under the SAFE Circular 37
on September 14, 2023.
M&A RULES
Pursuant to the Regulations on Mergers and Acquisitions of Domestic Enterprises by
Foreign Investors () (the “ M&A Rules ”) jointly
issued by the MOFCOM, the SASAC, the STA, the CSRC, the SAIC, and the SAFE and
became effective on September 8, 2006 and amended on June 22, 2009, a foreign investor is
required to obtain necessary approvals when it (i) acquires equity in a domestic enterprise
thereby converting it into a foreign-invested enterprise, (ii) subscribes for new equity in a
domestic enterprise through an increase of registered capital thereby converting it into a
foreign-invested enterprise, (iii) establishes a foreign-invested enterprise which purchases and
operates the assets of a domestic enterprise, or (iv) purchases the assets of a domestic
enterprise and injects those assets to establish a foreign-invested enterprise. The M&A Rules,
among others, further purport to require that an offshore special purpose vehicle formed for the
purpose of seeking a public listing on an overseas stock exchange and controlled by PRC
companies or individuals shall obtain the approval of the CSRC prior to the listing and trading
of such special purpose vehicle’s securities on an overseas stock exchange.
Given that (i) the CSRC has not issued any definitive rule or interpretation concerning
whether listing like ours is subject to the M&A Rules, and (ii) Create Butong Ningbo was not
established through merger or acquisition of domestic companies owned by PRC companies or
individuals as defined under the M&A Rules, as advised by our PRC Legal Advisor, unless new
laws and regulations are enacted or the MOFCOM and the CSRC publish new provisions or
interpretations on the M&A Rules in the future, prior CSRC approval for the Listing is not
required under the M&A Rules.
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CORPORATE STRUCTURE IMMEDIATELY BEFORE THE COMPLETION OF THE GLOBAL OFFERING
The chart below illustrates our Group’s corporate and shareholding structure immediately before the completion of the Global Offering.
Our Company
W ANGBOY AN(1) SLING(2) WEILING(3) Tiantu USD(4) Gaorong
IV(4)
Gaorong
IV-A(4) Tembusu(4) Taikang Life(4) xu tai(5) DKT(5)
52.95% 6.77% 5.74% 9.24% 8.82% 0.98% 7.84% 5.15% 1.54% 0.97%
100%
100%
100%
100% 100% 100% 100%
100% 100% 100%
100%
99% 1%
100% 100% 100%
100% 100%
Butong BVI
Butong Investment HK
Butong International HK Create Butong Ningbo BeBeBus USA
BeBeBus Safety Create Butong Technology BeBeBus Technology Zhepu Technology
BeBeBus Ningbo BeBeBus Electronic BeBeBus E-commerce BeBeBus Shanghai BeBeBus Real Estate BeBeBus Kunshan
BeBeBus International HK
BeBeBus Indonesia
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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Notes:
(1) W ANGBOY AN is owned by Boyan Holdings as to 65% and WW ANG as to 35%. Boyan Holdings is wholly owned by Vistra Trust (Singapore) Pte. Limited, the trust ee of the
Boyan Family Trust with Mr. Wang as the settlor and protector and WW ANG as the beneficiary. WW ANG is wholly owned by Mr. Wang.
(2) SLING is owned by SHENLING HOLDING INC (“ SHENLING ”) as to 50% and SL Family Limited (“ SL”) as to 50%. SHENLING is wholly owned by Ms. Shen. SL is wholly
owned by Vistra Trust (Singapore) Pte. Limited, the trustee of the Shen Ling Family Trust with Ms. Shen as the settlor and protector and SHENLING as the b eneficiary.
(3) WEILING is wholly owned by BUTONG ESOP LIMITED (“ BUTONG ESOP ”). BUTONG ESOP is wholly owned by Futu Trustee Limited (“ Futu ”), the trustee of the
BUTONG ESOP Trust set up to facilitate the administration of the Share Options granted to our senior management (other than Mr. Wang) and other employe es. Pursuant to
the trust deed constituting the BUTONG ESOP Trust entered into between our Company and Futu, Futu shall abstain and shall cause BUTONG ESOP to abstain f rom exercising
the voting rights attached to the Shares held by WEILING. For details, see “Appendix IV — Statutory and General Information — D. Share Incentive Plan.”
(4) For background information of such Shareholders, see “— Pre-IPO Investments — (d) Information about Our Pre-IPO Investors” in this section.
(5) For background information of such Shareholders, see “— Reorganization — (d) Share Issuance of Our Company” in this section.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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CORPORATE STRUCTURE IMMEDIATELY FOLLOWING THE COMPLETION OF THE GLOBAL OFFERING
The chart below illustrates our Group’s corporate and shareholding structure immediately following the completion of the Global Offering
(assuming that the Over-allotment Option is not exercised and without taking into account any Shares which may be allotted and issued pursuant
to the exercise of Share Options).
W ANGBOY AN(1) SLING(2) WEILING(3) Tiantu USD(4) Gaorong
IV(4)
Gaorong
IV-A(4) Tembusu(4) Taikang Life(4) xu tai(5) DKT(5) Participants in the
Global Offering
Our Company
46.55% 5.95% 5.04% 8.13% 7.75% 0.86% 6.89% 4.52% 1.35% 0.85% 12.10%
100%
100%
100%
100% 100% 100% 100%
100% 100% 100%
100%
99% 1%
100% 100% 100%
100% 100%
Butong BVI
Butong Investment HK
Butong International HK Create Butong Ningbo BeBeBus USA
BeBeBus Safety Create Butong Technology BeBeBus Technology Zhepu Technology
BeBeBus Ningbo BeBeBus Electronic BeBeBus E-commerce BeBeBus Shanghai BeBeBus Real Estate BeBeBus Kunshan
BeBeBus International HK
BeBeBus Indonesia
Notes (1) to (5): See notes (1) to (5) to the chart in “— Corporate Structure Immediately Before the Completion of the Global Offering” in this section.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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OVERVIEW
Who We Are
We are a China-based company specializing in the design and sale of nursery products.
BeBeBus, our first brand introduced in 2019, has become a renowned brand in China’s nursery
product market, serving mid- to high-end consumers. Within five years, BeBeBus has carved
out a space by competing in the mid- to high-end segment, which accounted for 23.6% of the
total nursery product market in 2024. According to Frost & Sullivan, BeBeBus ranked second
among China’s nursery product brands in terms of GMV of mid- to high-end nursery products
in 2024, with a market share of 4.2%, affirming our strong foothold and performance in the
industry.
We have established a proven growth model by initially entering into nursery product
segments such as strollers, car seats, cribs and highchairs, that are characterized by product
complexity, strong demand, and high transaction value. This strategy allows us to rapidly gain
recognition from our target users for both our product excellence and premium brand image,
setting the stage for expansion into a wider range of product categories. By introducing
additional product types that align with various parenting needs, we have diversified our
revenue streams while further cementing the strength of our brand. We believe our established
growth model provides a robust foundation for our sustained success in the future, allowing us
to adapt and thrive in an ever-evolving marketplace.
We achieved strong financial growth throughout the Track Record Period. We recorded
revenue of RMB507.2 million, RMB852.1 million, RMB1,248.9 million, RMB581.9 million
and RMB725.8 million in 2022, 2023 and 2024 and the six months ended June 30, 2024 and
2025, respectively. Our gross profit was RMB241.8 million, RMB427.3 million, RMB629.1
million, RMB292.3 million and RMB358.5 million, respectively, with a gross profit margin of
47.7%, 50.2%, 50.4%, 50.2% and 49.4% in the same years/periods. Our adjusted net profit for
the year/period (non-HKFRS measure) was RMB9.8 million, RMB59.2 million, RMB110.9
million, RMB44.9 million and RMB78.0 million in 2022, 2023 and 2024 and the six months
ended June 30, 2024 and 2025, respectively. Additionally, our EBITDA (non-HKFRS measure)
was RMB33.4 million, RMB109.4 million, RMB164.4 million, RMB80.0 million and
RMB111.1 million in 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025,
respectively, with adjusted EBITDA (non-HKFRS measure) of RMB38.8 million, RMB115.9
million, RMB191.4 million, RMB84.0 million and RMB128.0 million in the same
years/periods.
Our Nursery Product Portfolio
We began with nursery products, an essential category for the well-being of families.
BeBeBus caters to new generations of parents who embrace independence, smart design and
practical functionality. Through focusing on their preferences and priorities, we develop
nursery products that enhance everyday parenting moments shared with their beloved little
ones by blending thoughtful design and cross-industry expertise into our distinctive style and
quality. We are proud that BeBeBus has become a well-recognized nursery product brand
among mid- to high-end Chinese consumers, with a repurchase rate of over 20.1%, 31.0%,
40.9% and 40.2% across online channels in 2022, 2023 and 2024 and the six months ended
June 30, 2025, respectively, outperforming the industry average, according to Frost and
Sullivan.
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Starting with our core products — strollers, car seats, cribs and highchairs, BeBeBus’s
nursery product portfolio has grown to meet the needs of essential parenting scenarios, from
traveling and sleeping to feeding and caring. The table below sets forth the product portfolio
of BeBeBus:
Product Category Product Type Image of Select Products
Travel Gear /H1118/H1118/H1118/H1118Stroller
Car Seat (1)
Baby Carrier
Sleep Gear /H1118/H1118/H1118/H1118/H1118Crib
Pajama
Pillow
Feeding Gear /H1118/H1118/H1118Highchair (1)
Tableware
Baby Care
Product /H1118/H1118/H1118/H1118/H1118/H1118
Diaper (2)
Wipe
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Notes:
(1) During the Track Record Period, we produced all of our car seats and a portion of our highchairs
in-house, with certain processes outsourced to third-party manufacturers. For other products, such as
strollers, accessories, cribs, baby carriers, pajamas, pillows and baby care products, we outsourced the
complete production.
(2) We offer different sales units for diapers across online and offline channels. We typically sell diapers
by case online and by box offline with each box containing four cases while each case containing four
to six packs, depending on the product series and specifications.
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The following table sets forth a breakdown of revenue, gross profit and gross profit margin by product type for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin
%%%%%% %%%%
(RMB in thousands, except percentages)
Travel Gear
Strollers and
accessories /H1118/H1118/H1118/H1118124,720 24.6 55,692 44.7 165,842 19.5 80,051 48.3 238,142 19.1 114,791 48.2 115,628 19.9 54,631 47.2 112,661 15.5 54,261 48.2
Car seats /H1118/H1118/H1118/H1118/H1118/H1118140,767 27.8 60,980 43.3 188,015 22.1 90,842 48.3 207,407 16.6 93,039 44.9 91,153 15.7 39,964 43.8 98,993 13.6 44,652 45.1
Baby carriers /H1118/H1118/H1118/H111859,216 11.7 34,621 58.5 120,364 14.1 73,846 61.4 125,082 10.0 78,775 63.0 65,666 11.3 41,228 62.8 46,113 6.4 28,580 62.0
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118324,703 64.1 151,293 46.6 474,221 55.7 244,739 51.6 570,631 45.7 286,605 50.2 272,447 46.9 135,823 49.9 257,767 35.5 127,493 49.5
Sleep Gear /H1118/H1118/H1118/H1118/H1118124,772 24.6 66,479 53.3 135,860 15.9 77,075 56.7 223,456 17.9 133,053 59.5 96,994 16.7 59,338 61.2 98,878 13.6 59,100 59.8
Feeding Gear /H1118/H1118/H111815,543 3.1 7,672 49.4 41,006 4.8 26,702 65.1 66,521 5.3 41,237 62.0 34,069 5.9 21,331 62.6 62,274 8.6 38,571 61.9
Baby Care
products /H1118/H1118/H1118/H1118/H111842,184 8.2 16,337 38.7 201,016 23.6 78,823 39.2 388,267 31.1 168,159 43.3 178,353 30.5 75,805 42.5 306,893 42.3 133,322 43.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118507,202 100.0 241,781 47.7 852,103 100.0 427,339 50.2 1,248,875 100.0 629,054 50.4 581,863 100.0 292,297 50.2 725,812 100.0 358,486 49.4
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The following table sets forth a breakdown of sales volume and average selling prices by
product type for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price (1)
Sales
volume
Average
selling
price
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
Travel Gear
Strollers and
accessories /H1118/H1118/H1118/H1118/H1118/H111872 1,974 123 1,526 180 1,492 89 1,476 88 1,444
Car seats /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111884 1,894 110 1,926 115 2,052 53 1,936 51 2,183
Baby carriers /H1118/H1118/H1118/H1118/H1118/H1118151 444 324 420 337 419 179 415 119 438
Sleep Gear
Cribs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 3,267 19 3,020 29 3,127 14 3,074 15 3,253
Pajamas /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118148 230 193 249 267 254 87 220 97 213
Pillows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113 219 194 249 354 269 183 267 163 257
Feeding Gear
Highchairs /H1118/H1118/H1118/H1118/H1118/H1118/H11185 1,509 4 1,280 16 742 8 745 4 730
Tableware /H1118/H1118/H1118/H1118/H1118/H1118/H111863 153 275 151 375 170 200 162 404 167
Baby Care Products
Diapers
(2) /H1118/H1118/H1118/H1118/H1118/H1118/H111819,117 2 96,769 2 193,701 2 90,459 2 155,277 2
Wipes (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118372 11 763 11 1,595 11 750 11 1,126 10
Notes:
(1) Average selling price represents the average price (tax-inclusive) at which products are sold through online and
offline channels, and it includes both the wholesale prices to distributors and key accounts as well as the retail
prices to consumers. The discrepancy between the product of sales volume and average selling price and
revenue is due to the fact that the former figures are tax-inclusive, whereas the latter reflects tax-exclusive
amounts.
(2) The average selling price of diapers is calculated on a per-piece basis.
(3) The average selling price of wipes is calculated on a per-pack basis.
Each BeBeBus product is infused with the brand’s defining characteristics, designed to
provide families with an enjoyable and user-centric experience.
 Thoughtful designs. BeBeBus is among the first in the world to launch intelligent
car seats for children, according to Frost & Sullivan. This car seat incorporates a
smart system that rotates automatically when the car door opens, making it easier for
parents to place their little ones in and out of the seat. With 360° intelligent sensing,
the car seat automatically adjusts its angle when a child falls asleep, minimizing
stress on the neck and head to safe levels. The smart alert feature, connected via a
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mobile app, reminds parents if a child remains in the vehicle. Additionally, our Art+
stroller and Soft+ pillow have been certified by the International Chiropractors
Association for their effective spine protection designs. These are just few examples
of our commitment to innovation, which is further evidenced by the number of
patents we secured. As of June 30, 2025, we had 200 registered patents in China and
17 internationally. We believe our product design and development capabilities are
our core competitive edge that will drive our future growth.
 Cross-industry expertise. Our product development team consists of a group of
diversified design specialists unified by an interdisciplinary mindset to add value
through innovation. They draw inspirations from various sectors, including
automotive, consumer electronics, industrial, aviation and beyond. For instance, we
utilize a diverse array of raw materials that go beyond the standard options found in
nursery products. Our car seats feature Cobra memory cotton, which is typically
found in automotive seating, providing enhanced shock resistance, responsive
support and long-lasting durability. We also employ waterproof, easy-care fabrics
that are used in the automotive industry for quick and effortless cleanup. Similarly,
our stroller frames crafted from aviation-grade magnesium alloy offer strength
without adding weight.
 Distinctive aesthetics. Our minimalist BeBeBus logo embodies the colorful joy and
creativity of childhood which define our design aesthetic. Our designs have earned
a number of recognitions worldwide, including the Red Dot Award in 2021 and the
Contemporary Good Design Winner Award in 2020.
 Premium positioning. We strategically position BeBeBus as a premium brand,
primarily captivating families who value quality, functionality and aesthetics over
cost. Through deep understanding of our target users, we design, develop and
produce products that meet their high expectations in every detail. For each
year/period during the Track Record Period, the average transaction value for orders
of at least one core product remained above RMB2,400.
Our Market Opportunities
China’s nursery product industry is undergoing continuous growth and transformation
with ample headroom for expansion. According to Frost & Sullivan, the estimated average
spending on durable nursery products in China for each newborn in 2024 from birth to five
years old is 31.8% of the spending level observed in the United States. In 2024, the average
annual spending on consumable nursery products per child aged zero to five in China
accounted for 41.6% of the level in the United States, according to the same source. This gap,
combined with a growing preference for nursery products and a more sophisticated approach
to parenting, is driving new opportunities in China’s mid- to high-end nursery product market.
According to Frost & Sullivan, China’s mid- to high-end nursery product market grew from
RMB25.6 billion in 2020 to RMB34.0 billion in 2024 and is projected to reach RMB50.9
billion in 2029. As Chinese families increasingly seek high-quality and innovative parenting
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solutions, BeBeBus is well positioned to lead this transformation. Our focus on design,
functionality and innovation aligns with the increasing preferences of modern families,
enabling us to solidify our position in China’s mid- to high-end nursery product market.
Beyond reinforcing our market position in China, we are actively pursuing expansion into
major international markets such as Europe, Southeast Asia, and North America. Our goal is
to build strong distribution networks in these markets to connect BeBeBus with families around
the world. By drawing on our reputation for quality and innovation, we aim to meet the needs
of global consumers seeking mid- to high-end nursery products, establishing our presence in
the international arena.
COMPETITIVE STRENGTHS
We believe the following competitive strengths contribute to our success and propel us
into the future:
We create user-centric designs and parent-proven nursery products
Our approach to product development sets us apart in the nursery product market,
enabling us to challenge traditional standards and introduce innovative products that surpass
user expectations. By focusing on user needs, we craft products that excel in design,
functionality, and user experience.
We capture user demand to shape industry trends. Our dedicated user behavioral research
team employs a proven methodology to uncover the visible and hidden needs of our target users
across diverse parenting scenarios. We analyze the growth stages of infants and children
alongside parents’ aspirations to enhance their parenting experience. By examining every stage
in the lifecycle of nursery products from package delivery and installation to daily use, we
explore and identify potential improvements in design and functionality, all aimed at enhancing
user experience. In addition to detailed behavioral studies and analysis of user journeys, we
utilize market reports, social media, surveys and interviews to deepen our understanding of
user preferences and pain points. This comprehensive approach enables us to identify gaps in
the market and develop products that directly respond to user needs. For example, our Wish+
crib departs from conventional wooden designs by using eco-friendly materials to create a
foldable bed that requires no assembly, allowing for convenient use, easy mobility and efficient
storage.
We design products poised for commercial success. At the outset of product development,
we address five key questions: Why do users choose this product over competitors? What are
the standout features that stick with users after they have experienced this product? What core
technology or functionality powers this product? How can I describe this product in one
memorable, impactful sentence? What nickname suits the product? This assessment helps us
identify products with high growth potential, strong repurchase rates, and frequent use. We
have been pushing conventional boundaries in color, material, and finish when designing our
nursery products. For instance, we have moved away from the typical warm hues associated
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with nursery products, favoring minimalist aesthetics in bold colors like white and silver.
Drawing inspiration from diverse fields, we incorporate high-quality materials such as Dupont
foam in car seats and aviation-grade magnesium alloy in strollers. Every detail is thoughtfully
considered, ensuring reliability under diverse conditions and delivering a product experience
that resonates with modern parents.
We continuously monitor user feedback, leveraging these insights to inform our product
development. This creates a positive feedback loop where genuine user needs inspire future
innovations, helping us stay aligned with evolving consumer demands. For example, following
the success of our Wish+ crib, we introduced the Polar+ crib (also known as the “Big White
Bed”) in December 2024. This new model retains the foldable and portable features of its
predecessor while adding functionalities such as air purification, side table, storage box, and
night light, all developed from our ongoing user study efforts. We believe our ability to capture
user needs and develop innovative products is a key driver to our current success and will
continue to propel our growth in the future.
We cultivate user loyalty through a user-centric marketing strategy
Our brand and marketing efforts are built around a user-centric approach. We target
quality-seeking families who value high-quality products and personalized services. These
discerning consumers typically seek professional advice, consider influencer recommendations
and review online feedback before making purchase decisions, especially for nursery products.
To engage this audience effectively, we have implemented a multifaceted strategy:
 We partner with influencers to build trust in the parenting community .B y
collaborating with celebrities, social media personalities and superusers, we
promote our products and strengthen our brand’s presence. These partnerships foster
trust within parenting communities, elevating our visibility and credibility while
reinforcing user confidence in our offerings.
 We engage social media to drive sales and enhance brand recognition .W e
selectively engage popular social media platforms by implementing tailored
strategies to maximize our marketing effectiveness. On Xiaohongshu , we leverage
the platform’s precise recommendation system to connect our product-related
content with target audience, thereby amplifying the appeal of our products. On
Douyin , we focus on brand communication, tracking the reach and engagement of
videos associated with our products to maximize visibility. To create stronger
connections, each product is given a memorable nickname, such as “Butterfly
Stroller” and “Big White Bed,” making them easily recognizable in social
conversations. Over the period from March 2023 to September 2024, our brand
content on Xiaohongshu and Douyin sparked more than 830,000 posts and original
videos, which demonstrate the power of our digital marketing strategy in engaging
and connecting with a wide user base.
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 We cultivate long-term relationships through our membership program and
personalized services . Our membership program helps us gain valuable insights into
user preferences, needs and purchasing behaviors. This information enables us to
execute highly targeted marketing campaigns, product recommendations and
promotions that enhance user engagement and boost repurchase rates. Additionally,
we offer complimentary parenting consulting services to our members. Our
parenting consultants provide personalized, one-on-one support, creating a warm,
professional experience that builds trust and loyalty among our users. By
introducing members to a variety of products that cater to their evolving needs, we
capture lifetime value while addressing diverse parenting challenges. This
thoughtful approach, coupled with the strong reputation of our brand, drives
increased demand for our products and fosters a loyal community. As of June 30,
2025, we nurture a loyal community of over 3.0 million members. The repurchase
rate across our private domain platforms rose from 45.7% in 2022 to 47.5% in 2023,
further to 53.3% in 2024, and reaching 52.3% in the six months ended June 30,
2025, reflecting the strong connection we have built with our members.
We fuel growth through our comprehensive sales network that melds digital with physical
We have developed a sales strategy that connects with users across diverse touchpoints,
enabling us to reach a broad user base in a variety of scenarios and ensure a seamless shopping
experience. Our network spans both online and offline channels, encompassing popular
e-commerce platforms, social media, and live streaming networks in China, and brick-and-
mortar retail stores. This approach allows us to meet users wherever they shop, enhancing their
shopping experience and reinforcing our brand presence across multiple channels.
We have developed tailored strategies for each sales channel. For e-commerce platforms
like Tmall and JD.com , we leverage our understanding of their ranking and recommendation
systems to drive traffic to our stores and increase the conversion rate through targeted
marketing. On social media platforms such as Douyin , we establish our own stores or
incorporate purchase links directly into content, seamlessly bridging discovery and purchase to
create a smooth shopping experience. Offline, we partner with leading baby and kids retailers
as well as distributors across over 300 cities in China. We support our distribution partners with
marketing materials, promotional resources, and sales training to align with their user
demographics. Additionally, we have explored innovative sales opportunities by partnering
with forward-thinking brands to offer co-branded car seats, further extending our reach to
relevant consumer groups.
Both our online and offline sales channels delivered strong results during the Track
Record Period. In 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, our
revenue from online sales totaled RMB416.9 million, RMB636.5 million, RMB936.8 million,
RMB432.2 million and RMB531.6 million, respectively, while offline sales reached RMB90.3
million, RMB215.6 million, RMB312.1 million, RMB149.7 million and RMB194.3 million,
respectively. Our offline presence works hand-in-hand with our digital strategy, offering
consumers a chance to experience our products in person. In 2023, we launched our first
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interactive store in Ningbo, marking an exciting step toward creating an engaging, hands-on
brand experience. This store allows consumers to touch, feel, and explore our products up
close, helping bridge the gap between online shopping and in-person engagement. In 2022, we
did not generate any revenue through the interactive store. In 2023, 2024 and the six months
ended June 30, 2024 and 2025, we generated revenue of RMB0.9 million, RMB1.7 million,
RMB0.9 million and RMB0.7 million, respectively, representing 0.1%, 0.1%, 0.1% and 0.1%
of our total revenue for the corresponding years/periods. Additionally, we partnered with a
local distributor to open an interactive store in Hong Kong featuring our brand in January 2025.
We believe our sales network enables us to deepen relationships with our users, better
understand and actively respond to their needs, promote our brand values, and advocate for a
high-quality lifestyle, ultimately reinforcing user loyalty.
We advance innovation through robust manufacturing and supply chain management
capabilities
We own and operate a state-of-the-art production facility of approximately 14,111 square
meters in Ningbo, which integrates precision manufacturing with static testing. This capability
accelerates our product development process by producing early-stage samples in-house and
conducting real-time evaluations. This way, we can translate innovative concepts into tangible
products swiftly while refining designs in a timely and cost-efficient manner.
Our industrial system supports precision craftsmanship in high-quality products. We
adhere to rigorous quality standards, holding ISO9001 certification for quality management
and IA TF16949 certification for our self-owned factory in Ningbo, a standard typically
reserved for automotive suppliers. Additionally, all of our products have met corresponding
safety requirements, and our strollers and car seats have also obtained the China Compulsory
Certification from the China Quality Certification Center. To date, we possess the ability to
manufacture all our core products in-house. With our own manufacturing capabilities, we
establish standardized processes and quality benchmarks for our suppliers, provide training on
best practices, and implement direct oversight of their operations, ensuring consistent quality
across both internal and external production lines.
Our facility follows standardized workflows to allow precise control over every
production stage. This flexibility allows for efficient transition between in-house production
and outsourcing, reducing costs and mitigating risks from potential supply chain disruptions.
In 2023, we manufactured 121,173 car seats and 3,098 highchairs in-house, accounting for all
car seat production and 57.7% of total highchair production. To meet growing demand, we are
building a second production facility in Ningbo, slated for completion in 2026, with an annual
capacity to produce 800,000 units of strollers, car seats, cribs and highchairs.
We propel sustainable success with a visionary management team and an innovative
culture
We are led by a visionary and highly experienced management team that embodies an
entrepreneurial spirit, deep industry expertise, and a commitment to innovation. Our founder,
Mr. Wang Wei, possesses extensive experience in design, strategy, and brand consulting, with
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a deep dedication to enhancing the quality of life for families. Our co-founder Ms. Shen Ling
brings decades of experience from multinational companies, contributing a wealth of practical
knowledge and deep insights into the industry. They are both passionate about developing
innovative products that merge creativity with technology. Under their leadership, the
management team has spearheaded transformative changes in the industry through the creation
of the BeBeBus brand. Our management team members come from diverse backgrounds,
bringing expertise from multiple sectors. This rich combination of talent and experience
uniquely positions us to pursue our mission with passion and unwavering focus. Our
management team excels across various fields, including product design, supply chain
management, manufacturing, sales, finance and operations, all aligned with our values and
vision.
Creating products with unique user value is a cornerstone of our corporate culture. We
believe that fostering a creative, yet pragmatic environment is key to driving continuous
growth and development. By encouraging bold ideas and combining them with a results-driven
approach, we translate innovation into tangible business outcomes, achieving our current
success and propelling future growth.
Our Shareholders include some of the most respected investment institutions in China,
providing us with not only financial backing but also valuable resources that enhance our
industry partnerships and market credibility. Their support plays a vital role in driving our
growth and establishing trust with users and stakeholders alike.
GROWTH STRATEGIES
We believe the following strategies pave the way for our sustained success in the future.
Expand globally to strengthen leadership in mid- to high-end nursery products
We are extending our reach into key international markets, including Europe, Southeast
Asia, and North America. In each target market, we will craft strategies informed by local
dynamics, from consumer preferences to regulatory landscapes, ensuring our efforts resonate
with diverse audiences. To achieve this, we plan to allocate (i) approximately 7.6% of the net
proceeds, or HK$50.0 million, which will be used for our expansion in North America, (ii)
approximately 6.0% of the net proceeds, or HK$40.0 million, which will be used for our
expansion in Europe, such as Germany, France, the United Kingdom, Italy and Spain, and (iii)
approximately 3.0% of the net proceeds, or HK$20.0 million, which will be used for our
expansion in Southeast Asia, such as Indonesia and Thailand.
Our global strategy combines online and offline channels to maximize impact. For online
sales, we plan to utilize global e-commerce platforms like Amazon to efficiently reach overseas
consumers. To support our global expansion, we launched our new website in October 2024 to
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facilitate our international sales online. For our offline sales network, we will look for
collaborating with partners who possess in-depth knowledge and rich resources regarding
distribution networks. As a first step, we have set up subsidiaries in the United States and
Indonesia for local distribution.
We believe that our international expansion will significantly enhance our competitive
edge and position us for sustained growth.
Continue innovation to upgrade and expand product offerings
Our growth is fueled by the continuous innovation. We will ramp up our investment in
research and development, expanding our technological capabilities and fortifying our
intellectual property portfolio. To achieve this, we plan to allocate approximately 13.6% of the
net proceeds, or HK$90.0 million, which is expected to be used for the research and
development of new products, aimed at expanding both the breadth and depth of our product
portfolio. Powered by our innovation capabilities, we are dedicated to regularly iterating and
upgrading our flagship products to ensure they remain at the forefront of the market. Our
commitment to excellence drives our endeavor to not only meet but exceed the expectations of
modern parents, enhancing their parenting experience with every new release.
Additionally, we are committed to expanding our product line to address a wider spectrum
of family scenarios. By leveraging deep insights into user needs and our integrated research
and development, supply chain management, and manufacturing capabilities, we continuously
innovate to introduce functional and stylish products that resonate with modern families. To
this end, we will continue to attract, cultivate and retain talent of product design, and research
and development, ensuring that our portfolio remains fresh, innovative, and aligned with
consumer expectations.
Strengthen brand image and enhance user engagement
We will continue to strengthen the BeBeBus brand equity through strategic marketing and
collaborations. To achieve this, we plan to allocate approximately 31.8% of the net proceeds,
or HK$210.5 million, which is expected to be used for the enhancement of brand image and
user engagement. Our approach includes forging partnerships with other brands, IPs, and
celebrities to create co-branded products, thereby expanding our market reach and influence.
We will refine our marketing content by breaking down key strategic elements into modular
pieces, allowing us to customize it for each sales channel and user group. Additionally, we will
enhance our membership program by expanding our parenting consulting team and hosting
more in-person events. To support these initiatives, we plan to actively recruit top professionals
in brand management, marketing, and traffic operations to improve the effectiveness of our
brand communication. By strengthening our brand image, we aim to attract new users while
fostering loyalty among our existing clientele.
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Expand and optimize domestic online and offline sales channels
In addition to our global expansion efforts, we are committed to enhancing and
optimizing our online and offline channels to boost domestic sales. To achieve this, we plan to
allocate approximately 2.3% of the net proceeds, or HK$15.0 million, for sales network
expansion. For online sales, we will focus on promoting baby care products by creating more
engaging product-related content. For offline sales, we will prioritize strengthening our
in-person presence in high-end shopping malls and other high-traffic locations by opening
additional brand image stores. To improve sales efficiency, we will diversify product offerings
within key account channels. Additionally, we are expanding our reach through partnerships
with brands that complement our product line by establishing store-in-store collaboration with
our brand partners.
Strengthen digital operations and expand in-house production capacity to meet rising
demand
We remain committed to enhancing our technology research and development, investing
in both cutting-edge hardware and skilled technical personnel. By improving our digital
operations, we aim to integrate product development, sales, and operations more effectively.
We are dedicated to upgrading our member services by using digital tools to create detailed
user profiles, gain insights into consumer trends, and improve service quality.
To meet growing market demand while maintaining product excellence, we continue to
invest in expanding our self-owned factory in Ningbo. With state-of-the-art production
facilities, we aim to increase the percentage of in-house manufacturing, ensuring high-quality
craftsmanship and greater production efficiency. To achieve this, we plan to allocate (i)
approximately 19.6% of the net proceeds, or HK$130.0 million, which will be allocated to the
construction of a new production facility in Ningbo, Zhejiang, and (ii) approximately 6.0% of
the net proceeds, or HK$40.0 million, used for purchasing new equipment to upgrade
production process.
Strategic investment in and acquisition of brands and/or assets
We will explore and pursue investment and acquisition opportunities in brands that
demonstrate growth potential and provide synergies to enhance our existing portfolio. We
primarily target brands with a strong market presence, significant market share, proprietary
technology, or a robust product lineup. As of the Latest Practicable Date, we had not identified
any potential investment or acquisition targets, nor had we entered into any agreements in this
regard.
OUR BeBeBus BRAND AND NURSERY PRODUCTS
We have created the BeBeBus brand to embody a dedication to functionality, design and
aesthetics that cater to the needs of modern parents. In just five years, BeBeBus has become
a renowned brand in China’s nursery product market targeting mid- to high-end consumers. In
2023, it was recognized by Forbes China as one of the top ten maternal and child consumer
product merchants and distributors and was honored with the 2023 Golden Flag Award.
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During the Track Record Period, all of our revenue was generated from sales of products
under the BeBeBus brand. Designed with love and care, our product lineup supports
parents through the four essential scenarios of parenting: traveling, sleeping, feeding and
caring.
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Travel Gear
We offer travel-friendly nursery products to make family journeys easy and enjoyable.
Our travel products keep children close, secure and comfortable, while giving parents the
freedom to manage their journey with ease as they navigate new destinations together. Our
curated selection of children’s travel gear includes strollers, car seats and baby carriers, all
created to meet the needs of families on the move.
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Strollers
Stroller is the first product we have introduced to the market. We have launched four
stroller series, with Art+ , Armor+ and Butterfly+ being available in the market as of the Latest
Practicable Date.
Art+ Stroller Armor+ Stroller
Butterfly+ Strollers
Our strollers are designed to prioritize spine protection, comfort and portability.
 Ergonomic design for spine protection . The seats integrate our signature eggshell
spine-protection technology or the unibody backrest design, ensuring proper support
for the delicate spines of children from newborns to four-year-olds. Our strollers
reduce the risk of choking with a recline range of 105 to 175 degrees and feature
elevated side guards to help prevent side tipping, offering optimal protection for
babies and toddlers on the go.
 Comfort for every ride . The built-in suspension and shock-absorbing system,
coupled with the multi-position seat and the puncture-resistant wheels, provide a
smooth and stable ride across various surfaces.
 Portability meets durability . Designed for convenience, the strollers fold with a
single click, making storage and transport hassle-free. The Butterfly+ model
features a 360-degree one-click seat rotation, allowing parents to adjust the child’s
position to be forward-facing or rear-facing. For durability without added weight,
we have innovatively crafted the frames using aviation-grade magnesium alloy.
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Car Seats
Our car seats feature high-tech designs to provide safe and comfortable riding experiences
for children from newborns to 12-year-olds. We have launched five series of car seats,
including Shield+ , Astron+ , and Shell+ , which were available in the market as of the Latest
Practicable Date.
Shield+ Car Seat Astron+ Car Seat Shell+ Booster Seat
Our car seats bring together innovation, comfort, safety and adaptability to meet the
evolving needs of children and their families.
 Tech-driven, future-ready design . Our car seats are equipped with 360-degree
intelligent rotation that automatically swivels the seat when the car door opens,
making it effortless to place their little ones in and out of the seat. Intelligent
adjustment features allow smooth and quick positioning without disrupting the
children’s ride. Our Astron+ car seat features a smart alert function that sends
reminders to parents via a mobile app, helping prevent instances of children being
unintentionally left in vehicles.
 First-class comfort and safety . Designed with both comfort and safety in mind, our
seats replicate the natural C-shaped posture of a baby in the womb, offering vital
support for spinal health. IsoFix integrated into the Cobra memory cotton provides
shock absorption and optimal protection. An all-directional safety defense system
enhances security, while three-level ventilation and heating modes keep children
comfortable and dry in any weather, offering a premium experience akin to sitting
in a first-class airplane seat.
 Adaptable for growth. The adjustable headrest grows with the child,
accommodating both babies and young children for a secure and comfortable ride.
For older children, our lightweight and ergonomically designed booster seats Shell+
provide added support, catering to different age groups and stages of development.
 Parent-friendly maintenance . The car seats feature waterproof, easy-care fabric that
simplifies cleaning, making them ideal for busy parents juggling daily tasks.
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Baby Carriers
Our Free+ baby carrier is another product we launched, focusing on the health of the
child and the comfort of the parent user. Its extended seating bench is designed to naturally
position the child’s legs in an ergonomic M-shape, alleviating pressure on the hip joint to
prevent O-shaped leg development. Inspired by the FitGo button design commonly used in
tennis shoes, we have incorporated an intuitive adjustment mechanism into the carrier,
allowing parents to easily modify its length and tightness with one hand. To provide additional
support for mothers, particularly those recovering from Cesarean sections, the carrier includes
an L-shaped shock-absorbing abdominal cushion for added protection and comfort.
Accommodating the fast-paced lifestyles of parents, we have used a waterproof, easy-to-clean
nano-coated fabric for our carrier.
Free+ Baby Carrier
Attributable to these user-friendly features, the Free+ baby carrier has gained strong
popularity among parents, leading to a notable boost in sales. According to Frost & Sullivan,
we were the best-selling brand in the baby carrier market targeting mid- to high-end consumers
in China by GMV in 2024, further solidifying our position as the preferred choice among
parents.
Sleep Gear
Our sleep gear supports restful sleep for children at every stage of growth. With a focus
on children’s comfort and parents’ convenience, we offer a range of high-quality sleep gear,
including cribs, pajamas and pillows, making bedtime routines smoother and more manageable
for parents while addressing the evolving needs of growing families.
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Cribs
Our product portfolio includes two cribs designed for babies and toddlers up to three
years old: our Wish+ series, a recipient of the prestigious Red Dot Award, and the
multifunctional Polar+ series, both of which provide innovative solutions for childcare needs.
Wish+ crib is designed with an emphasis on safety and health using materials free of paint
and formaldehyde to create a non-toxic environment for children. Its design enables simple
setup and assembly, and it can be folded into a compact size in just four steps, making it
well-suited for use both at home and during family vacations. The curved, cloud-shaped
padding helps protect children from bumps and injuries, while silent swivel casters allow
effortless and quiet mobility within a room. The smooth-rolling wheels can also be locked in
place for added stability. Wish+ crib serves as a fully functional baby crib, playpen, or
co-sleeper.
Wish+ Crib (unfolded and folded)
Polar+ crib, launched in December 2024, is designed for multifunctional flexibility,
combining seven modes to cater to a variety of family needs, including an independent crib,
air purification, side table, storage box, and night light, among other configurations. Its
magnetic closure system enables quick folding and unfolding in just one second, making it
portable and practical for parents with busy schedules. For added safety, the multi-Cobra
impact protection system provides superior shock absorption. The crib also includes an ionized
air purification system, creating a clean and breathable environment to support better sleep for
children. With six adjustable height settings, the Polar+ crib adapts to a growing child’s needs
while providing functional convenience for parents.
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Polar+ Crib (unfolded and folded)
Pajamas
We unveiled our pajamas to serve better sleep for babies and young children. Snuggle+
and Rainbow+ pajamas use advanced temperature-regulating technology, providing a
lightweight material that retains warmth and effectively wicks moisture. The breathable,
quick-drying fabric features one-way moisture transfer, preventing reverse seepage to keep the
baby warm and dry during deep sleep, reducing the risk of discomfort from chills. Made with
ultra-soft spinning techniques, the pajamas are thin, gentle and comfortable against the skin.
Available in seasonal variations, they offer consistent comfort to support restful sleep all year
round.
Snuggle + Pajama Rainbow+ Pajamas
Pillows
We also launched a new line of pillows. Soft+ pillows feature four adjustable height
options to accommodate different age groups from newborns to ten years and beyond,
providing appropriate support as children grow. For newborns, Clouds+ series is equipped with
features to help shape a baby’s head by adjusting to the size of their head. Thermoplastic
elastomers hollow tubes within the pillows offer balanced support and maintaining comfort and
safety. Both sides of the pillows can be used and are made with breathable materials that
encourage airflow, helping to keep children cool and comfortable during use.
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Soft+ Pillow Clouds+ Pillow
Feeding Gear
We have created and released a collection of products designed for children’s dining
settings, including highchairs and tableware.
Highchairs
Our Egg+ highchair provides seating solutions that prioritize both the comfort of children
and the aesthetic preferences of parents. Designed for babies and toddlers aged six months to
three years, Egg+ supports a weight of up to 50 kg.
The Egg+ series features a Scandinavian-inspired design with a distinctive eggshell-
shaped backrest that provides gentle support for a child’s developing spine while
complementing modern living spaces. With adjustable height settings, the highchair adapts to
a child’s evolving needs, functioning as a highchair, dining chair, activity chair, or study chair.
A 360-degree swivel adds convenience for parents during mealtimes. Crafted from eco-friendly
materials that are waterproof, oil-proof, and resistant to stains, our Egg+ highchair offers a safe
and hygienic feeding environment.
Egg+ Highchair
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Tableware
Crystal+ , Cheer+ and Glitter+ series of baby bottles, sippy cups and insulated bottles
meet the feeding and drinking needs of children at different stages of development. Our baby
bottle, suitable for newborns and older, is available in two sizes: 160 ml and 300 ml, with
bottles made from durable Polyphenylsulfone material. Our sippy cup, recommended for
babies and toddlers over three months, comes in 200 ml and 270 ml sizes, with bottles made
from lightweight and impact-resistant Tritan. Our insulated bottle delivers long-lasting
temperature control for toddlers via triple-lock technology, a seamless leak-proof interior and
a smart color-changing temperature indicator.
Both series feature an off-center nipple design that mimics the natural breastfeeding
motion, providing children with a more familiar and comfortable feeding experience. Each
bottle is equipped with anti-colic valves to help reduce gas buildup, minimizing the chances of
discomfort. These valves also reduce the risk of choking and splashing, ensuring a safer and
more pleasant feeding time for both children and caregivers.
Crystal+ Baby Bottles Cheer+ Sippy Cup
Glitter+ Baby Bottles Glitter+ Insulated Bottle
Foodie+ series features insulated bowls, food bowls, milk cups, and cutlery, designed for
babies and young children from four months to six years old. Each product incorporates a
triple-layer insulation system that keeps food warm or cool for extended periods, making it
suitable for a variety of meals. The playful, cartoon-inspired designs engage children’s
curiosity, turning mealtime into a more interactive and enjoyable experience while supporting
the development of healthy eating habits.
Baby Care Products
Apart from our core products, we have introduced a line of consumable nursery products
since January 2022, including diapers, wet wipes and dry wipes.
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Diapers
We have introduced five diaper series: Platinum+ , Sports+ , Zero+ , Gold+ , and Shea+ .
Each series is designed with breathable, quick-absorbing cores that effectively lock in
moisture, keeping babies dry for longer periods. The surface layer, made from ultra-fine fibers
or cotton, is infused with squalane, panthenol or tea tree seed extracts to gently care for
sensitive skin. A soft waistband helps reduce pressure on the abdomen, ensuring a secure yet
comfortable fit.
Platinum+ Diaper Sports+ Diaper Zero+ Diaper Gold+ Diaper Shea+ Diaper
According to Frost & Sullivan, we are the first in the industry to introduce small-package
diapers designed for one-day use, providing a convenient and hygienic solution for babies and
parents. Each diaper is individually wrapped with a sealable strip to protect against moisture
and dust. The compact packaging is ideal for parents on the go, fitting easily into diaper bags
and meeting daily needs. For active and walking toddlers, we offer diapers and pull-up pants
with extended coverage areas to reduce side leakage during movement, delivering reliable
performance while maintaining comfort.
Wipes
Rainbow+ wet wipes combine product innovation with on-the-go convenience. Crafted
from thick, spunlace non-woven fabric, they effectively lock in moisture for extended use.
Each wipe is infused with high-purity water purified through a seven-stage Electrodeionization
process, ensuring a clean and safe composition. Enriched with plant-based extracts, they offer
natural antibacterial properties while gently nourishing and protecting delicate skin. The wipes
are available in two practical options: a bulk pack with 80 large sheets for home use and a
compact pack with eight individually wrapped wipes, perfect for travel and on-the-go care.
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Rainbow+ Wet Wipes
Our Rainbow+ dry wipes are made from 100% EcoCosy® Fresh TM Fiber, offering strong
absorbency that allows for effective cleaning with just one wipe. Soft yet durable, they resist
tearing and are suitable for multiple uses. With a dual-sided design, these wipes are versatile
enough for both cleaning and skincare. Meeting food-grade safety standards, they provide
caregivers with peace of mind, knowing they are safe for children’s sensitive skin. Rainbow+
dry wipes are packaged in a convenient pack containing 60 large sheets, making them perfect
for everyday use.
Rainbow+ Dry Wipes
PRODUCT RESEARCH AND DEVELOPMENT
We believe our ability to constantly develop innovative and stylish products stems from
identifying often-overlooked user needs and applying a design philosophy that draws
inspiration from diverse industries, which sets us apart in the market and drives our product
development forward.
Our Product Development Team
Under the leadership of our founder, we have established an R&D department comprised
of multiple teams dedicated to user research, industrial design, structural design, visual design
and molding engineering. As of December 31, 2024, our R&D department consisted of 92
employees, many of whom were industry veterans with extensive industrial and product
development experience. During the Track Record Period, we have developed over 50 new
products. In 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, our
product research and development expenses were RMB16.2 million, RMB23.8 million,
RMB21.4 million, RMB9.4 million and RMB10.7 million, respectively, representing 3.2%,
2.8%, 1.7%, 1.6% and 1.5% of our revenue in the corresponding years/periods.
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Our Product Development Process
We have built a unique product development process that allows us to consistently design
and develop top-selling products.
User Research
We analyze the entire process of using a nursery product, beginning with the package
delivery, followed by installation or setup, and extending to daily usage. To guide our product
selection and initial evaluation, we focused on five key questions at the outset of product
development: Why do users choose this product over competitors? What are the standout
features that stick with users after they have experienced this product? What core technology
or functionality powers this product? How can I describe this product in one memorable,
impactful sentence? What nickname suits the product? Only those products that meet these
criteria advance to the next phase of development.
Product Planning
Led by our founders and senior management team, we have formed a dedicated product
planning committee for each design, comprising the heads of product development, online
channels, offline channels, branding, supply chain and customer services. Once a product
requirements document passes the committee’s feasibility review, the product project
department initiates the project and creates a detailed R&D plan. We employ the unique “5Hs”
model to choose the target segment of nursery product market featured with high-growing
demand, high usage frequency, high premium positioning, high social attributes and high
market share. For example, we identified diapers as a key category within the nursery product
market that reflects the 5H framework that traditional bulk packaging often poses hygiene risks
when parents handle diapers on the go. In response, we introduced small-package diapers
designed for one-day use, offering a convenient and hygienic solution. These compact packs
allow parents to carry just what they need, keeping diapers sterile and reducing exposure to
germs and viruses.
We typically establish a product roadmap spanning three to five years. By closely tracking
consumer preferences and market trends, we continuously adjust our plans to meet changing
needs and expectations.
Product Design and Evaluation
We focus on delivering practical solutions for parents and caregivers while strengthening
the pricing power of our brand. By identifying the right target segments within the nursery
product market, we create products that address real needs and foster a stronger connection
with our consumers. Once a development project is initiated, a multidisciplinary team takes
charge of design and guides the product through to production. Depending on the product’s
requirements, the design process is led by teams specializing in user research, design or
engineering. A project management team facilitates coordination across departments, enabling
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smooth collaboration as the concept develops into the final product. The product development
process includes multiple validation phases, such as industrial design validation, structural
design validation, mold validation and trial production validation, all aimed at guaranteeing the
creation of high-quality products that meet consumer expectations.
We assess the competitiveness of a product candidate through a comprehensive
examination that encompasses multiple metrics, including industrial design, visual aesthetics,
and structural integrity. In addition, we will compare the product candidates against competing
products in the market using six metrics: price, user experience, tactile sensation, functionality,
shape, and color. Following this comprehensive inter-departmental assessment and design
evaluation, we proceed to create prototypes for testing usability, user-friendliness and comfort.
Product Test and Modification
Using our in-house production facility and cross-industry supply chain resources, we can
quickly produce and test prototypes to assess alignment with the design concept and evaluate
user appeal. Before a product launch, we conduct usability testing to validate core functions
and practicality, addressing any potential risks to users. We then develop molds to assess
manufacturing stability and an initial safety evaluation. Feedback from these stages is provided
to the design team to support necessary refinements.
After completing the engineering prototype, we conduct gray-box testing to refine the
user experience and satisfaction testing to gather feedback for further improvements and
address potential consumer concerns. These test results inform the operations team, enabling
them to prepare appropriately for the product launch.
Commercialization
For products that successfully pass these stages, we proceed with small-scale production
and initial sales. We diligently monitor feedback and product reviews of our consumers, and
continuously refine the product in anticipation of the upcoming product iteration. Following
satisfactory sample testing results, we proceed to mass production and sales of products.
We continuously monitor consumer feedback, leveraging these insights to inform our
product development. After a new product launch, the project planning committee and product
development team conduct regular evaluations to assess its performance and identify potential
improvements. During the user experience management phase, feedback is collected through
public opinion monitoring, consumer complaints, interviews and surveys. Identified issues are
categorized and routed to the relevant departments: operations for content-related concerns,
research and development for design issues, quality assurance for product-related problems,
logistics for delivery challenges, and customer service for support-related matters.
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Strategic Partnership with Expertise
To strengthen our product design and development, we have built strategic partnerships
with Dymatic Chemicals since March 2023 to create a joint laboratory, focusing on the
development of cotton-based sleep gear. Our collaboration is centered on improving product
quality and streamlining production processes, as well as planning for future product needs.
Together, we are exploring opportunities in customized product development and research,
working toward innovation in materials and expanding our product offerings.
Our Product Design and Development Achievement
Our commitment to product design and development has yielded positive results, as
evidenced by the numerous prestigious international awards, including the Red Dot Award in
Germany, the Good Design Award in Japan, and the K-Design Award in South Korea in 2021.
Our SKU portfolio increased from 306 as of December 31, 2022 to 459 as of June 30, 2025,
which keeps our product offerings catering to the needs of modern families.
OUR SALES NETWORK
We sell our products through an extensive and diverse sales network integrating offline
and online channels to reach a wide range of consumers. Our online channels cover (i) our
self-operated stores on Tmall, JD.com, Douyin, VIP .com, Pinduoduo and Kuaishou , (ii)
platform-operated stores on JD.com and VIP .com, and (iii) private domain platforms. Our
offline channels mainly comprise (i) distributors, (ii) key accounts, and (iii) our interactive
store. During the Track Record Period, we generated substantially all our revenue from the
PRC.
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The following table sets forth a breakdown of revenue, gross profit and gross profit margin by sales channel for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin
%%%%%% %%%%
(RMB in thousands, except percentages)
(Unaudited)
Online Channels (1)
Self-operated store /H1118349,771 69.0 175,046 50.0 498,741 58.5 271,763 54.5 677,144 54.2 382,208 56.4 330,036 56.7 189,844 57.5 359,926 49.6 203,162 56.4
Platform-operated
store /H1118/H1118/H1118/H1118/H1118/H111858,347 11.5 29,735 51.0 97,733 11.5 50,105 51.3 163,768 13.1 82,030 50.1 57,549 9.9 27,134 47.1 115,371 15.9 60,305 52.3
Private domain /H1118/H1118/H11188,759 1.7 3,383 38.6 40,027 4.7 14,978 37.4 95,839 7.7 40,491 42.2 44,602 7.7 19,982 44.8 56,263 7.7 23,369 41.5
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118416,877 82.2 208,164 49.9 636,501 74.7 336,846 52.9 936,751 75.0 504,729 53.9 432,187 74.3 236,960 54.8 531,560 73.2 286,836 54.0
Offline Channels
Distributor /H1118/H1118/H1118/H1118/H111855,800 11.0 21,387 38.3 132,398 15.5 54,916 41.5 199,028 15.9 78,292 39.3 95,066 16.3 30,685 32.3 137,508 19.0 47,563 34.6
Key account /H1118/H1118/H1118/H111834,525 6.8 12,230 35.4 82,310 9.7 35,430 43.0 111,415 9.0 45,087 40.5 53,760 9.2 24,179 45.0 56,029 7.7 23,672 42.2
Interactive store /H1118/H1118/H1118 – – – – 894 0.1 147 16.4 1,681 0.1 946 56.3 850 0.2 473 55.6 715 0.1 415 58.0
Subtotal /H1118/H1118/H1118/H1118/H1118/H111890,325 17.8 33,617 37.2 215,602 25.3 90,493 42.0 312,124 25.0 124,325 39.8 149,676 25.7 55,337 37.0 194,252 26.8 71,650 36.9
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118507,202 100.0 241,781 47.7 852,103 100.0 427,339 50.2 1,248,875 100.0 629,054 50.4 581,863 100.0 292,297 50.2 725,812 100.0 358,486 49.4
Note:
(1) For online channels, our self-operated stores and private domains sell products directly to consumers, whereas for platform-operated stores, w e sell products to the platforms
first, and they then sell them to consumers.
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The following table sets forth a breakdown of sales volume and average selling prices of
our strollers by sales channel for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
Online Channels
Self-operated store /H1118/H1118/H1118 53 2,055 58 1,730 73 1,793 39 1,756 31 1,781
Platform-operated store /H1118 7 1,981 17 1,424 23 1,486 7 1,376 12 1,479
Private domain /H1118/H1118/H1118/H11180.1 1,456 1 1,401 1 1,623 0.4 1,600 0.4 1,594
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860 2,045 76 1,657 96 1,720 47 1,697 44 1,696
Offline Channels
Distributors /H1118/H1118/H1118/H1118/H1118/H11187 1,511 26 1,302 47 1,183 27 1,098 20 1,228
Key account /H1118/H1118/H1118/H1118/H1118/H11185 1,752 21 1,323 37 1,284 15 1,462 24 1,158
Interactive store /H1118/H1118/H1118/H1118 – – 0.2 1,932 0.3 2,044 0.2 2,085 0.1 1,863
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 1,618 47 1,314 84 1,230 42 1,227 44 1,192
The following table sets forth a breakdown of sales volume and average selling prices of
our car seats by sales channel for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
Online Channels
Self-operated store /H1118/H1118/H1118 45 1,888 49 2,049 53 2,163 24 2,076 22 2,268
Platform-operated store /H1118 13 1,774 16 1,759 20 2,025 6 1,990 11 2,207
Private domain /H1118/H1118/H1118/H11180.2 2,717 1 2,591 1 2,567 1 2,116 0.3 2,626
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858 1,865 65 1,984 74 2,130 31 1,975 33 2,251
Offline Channels
Distributors /H1118/H1118/H1118/H1118/H1118/H111813 1,855 20 1,591 17 1,679 9 1,639 7 1,974
Key account /H1118/H1118/H1118/H1118/H1118/H111813 2,062 25 2,041 24 2,078 13 2,049 11 2,106
Interactive store /H1118/H1118/H1118/H1118 – – 0.2 1,365 0.3 1,804 0.1 1,787 0.1 2,015
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 1,959 45 1,843 41 1,912 22 1,869 18 2,052
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The following table sets forth a breakdown of sales volume and average selling prices of
our baby carriers by sales channel for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
Online Channels
Self-operated store /H1118/H1118/H1118 92 493 170 479 152 497 88 486 53 506
Platform-operated store /H1118 24 407 38 425 43 438 18 426 19 464
Private domain /H1118/H1118/H1118/H1118 2 297 2 374 2 369 1 330 1 444
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118117 473 210 468 197 483 107 475 73 495
Offline Channels
Distributors /H1118/H1118/H1118/H1118/H1118/H111833 341 89 345 93 321 51 301 25 374
Key account /H1118/H1118/H1118/H1118/H1118/H11181 423 25 279 47 345 21 388 21 333
Interactive store /H1118/H1118/H1118/H1118 – – 0.1 465 0.2 404 0.1 377 0.1 505
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 342 113 331 140 329 72 327 46 350
The following table sets forth a breakdown of sales volume and average selling prices of
our sleeping gear by sales channel for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
Online Channels
Self-operated store /H1118/H1118/H1118 234 480 260 427 412 437 187 434 173 445
Platform-operated store /H1118 33 412 58 278 105 300 44 268 55 312
Private domain /H1118/H1118/H1118/H1118 3 211 12 170 18 225 6 225 8 221
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118270 469 331 391 535 403 237 398 236 407
Offline Channels
Distributor /H1118/H1118/H1118/H1118/H1118/H1118/H111815 855 60 292 91 288 37 310 26 362
Key account /H1118/H1118/H1118/H1118/H1118/H11181 1,791 15 417 24 436 10 425 13 406
Interactive store /H1118/H1118/H1118/H1118 – – 0.3 745 1 744 0.2 1,157 0.3 875
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 919 75 319 115 321 47 357 39 380
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The following table sets forth a breakdown of sales volume and average selling prices of
our feeding gear by sales channel for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
Online Channels
Self-operated store /H1118/H1118/H1118 52 232 204 179 282 203 146 207 256 206
Platform-operated store /H1118 12 300 15 178 53 166 23 159 42 138
Private domain /H1118/H1118/H1118/H1118 3 258 20 169 13 261 7 105 6 184
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866 245 239 178 348 199 175 197 304 195
Offline Channels
Distributor /H1118/H1118/H1118/H1118/H1118/H1118/H11182 500 30 105 33 131 28 111 98 102
Key account /H1118/H1118/H1118/H1118/H1118/H11180.2 1,746 9 65 10 148 5 174 6 101
Interactive store /H1118/H1118/H1118/H1118 – – 0.1 193 0.2 215 0.1 227 0.1 212
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 605 40 96 43 136 33 121 104 102
The following table sets forth a breakdown of sales volume and average selling prices of
our baby care products by sales channel for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
Sales
volume
Average
selling
price
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
(in
thousands) (RMB)
Online Channels
Self-operated store /H1118/H1118/H111813,783 2 59,016 2 93,195 2 40,019 2 56,920 3
Platform-operated store /H1118 1,319 2 10,407 2 35,817 2 13,707 2 26,749 2
Private domain /H1118/H1118/H1118/H11182,369 3 15,976 2 33,591 3 19,429 2 23,679 2
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,471 2 85,399 2 162,603 2 73,155 2 107,348 2
Offline Channels
Distributor /H1118/H1118/H1118/H1118/H1118/H1118/H11182,018 2 11,850 3 31,736 3 17,836 2 48,496 2
Key account /H1118/H1118/H1118/H1118/H1118/H1118– – 244 2 918 2 177 2 524 2
Interactive store /H1118/H1118/H1118/H1118 –– 3 92 3 94 4 12 3 53
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,018 2 12,133 3 32,693 3 18,054 2 49,055 2
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The following diagram illustrates the product, service and fund flows between our
Company, online platforms, distributors, key accounts and consumers.
Self-operated Stores
by the Company
Products
Services
Fund
Consumers
Products
Services
Fund
Products
Fund
Company Platform-operated Stores/
Distributors/Key Accounts Consumers
Online Channels
We have established our online sales channels across e-commerce platforms in China,
including Tmall , JD.com , Douyin , VIP .com, Pinduoduo and Kuaishou , and private domain
platforms, such as Weixin mini program and Weixin channels. We believe that sales through
online channels enable us to reach a wide consumer base, gain insights into consumer needs,
and drive the sales of our products while enhancing our brand awareness.
We operate our own online stores on e-commerce platforms, where consumers can place
orders directly. Consumers place orders for our products through these e-commerce platforms
and we will be responsible for the delivery of the products to consumers. We retain ownership
of our products until the consumers confirm their acceptance of the delivered products.
Payments are made through the respective e-commerce platforms, which then settle
transactions with us based on their policies.
We also sell through platform-operated stores on e-commerce platforms, which place
orders through its designated system. The end consumer places an order and makes payment
directly to the store operated by the e-commerce platform. We deliver products to the specified
location within the agreed timeframe and manage online product inquiries and after-sales
services, except in certain cases where the platforms may manage after-sales support on our
behalf. The platform then settles payments with us within five to ten business days after issuing
a settlement statement to us and the receipt of the invoice from us, typically after deducting
applicable relevant platform fees.
During the Track Record Period, we sold each type of product across all online channels,
except for diapers and pajamas, which were available only on select platforms. In 2022, 2023
and 2024 and the six months ended June 30, 2024 and 2025, we generated revenue of
RMB416.9 million, RMB636.5 million, RMB936.8 million, RMB432.2 million and RMB531.6
million from online channels, respectively, representing 82.2%, 74.7%, 75.0%, 74.3% and
73.2% of our total revenue for the corresponding years/periods.
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E-commerce Platforms
We operate our own stores on e-commerce platforms, selling our products directly to
consumers. By maintaining direct sales channels, we can gather valuable feedback from
consumers, providing timely insights to refine our products and adjust sales strategies.
Alongside our self-operated stores, we also distribute products through the official stores
operated by third-party e-commerce platforms.
The following pictures set forth the interface design of our self-operated stores on
e-commerce platforms.
We establish self-operated stores on major platforms including Tmall , JD.com , VIP .com,
Pinduoduo and Kuaishou , alongside with platform-operated stores including JD.com ’s official
store and VIP .com’s official store to drive traffic and increase consumer awareness.
Additionally, we maintain nine official accounts on Douyin to engage directly with our
audience. Our BeBeBus brand has achieved strong recognition across these platforms. Notably,
Tmall has ranked us as the top children’s product brand, and JD.com recognized us among the
top five children’s product brands by GMV during the Double 11 Shopping Festival in 2024.
Our revenue generated from e-commerce platforms achieved continual increase during
the Track Record Period, which amounted to RMB408.1 million, RMB596.5 million,
RMB840.9 million, RMB387.6 million and RMB475.3 million in 2022, 2023 and 2024 and the
six months ended June 30, 2024 and 2025, respectively, representing 80.5%, 70.0%, 67.3%,
66.6% and 65.5% of our total revenue for the corresponding years/periods.
In addition to direct sales through online stores, we collaborate with influencers such as
KOLs (who typically have over 1 million follows on Douyin and/or Tmall ) to market and sell
our products, through online channels. We worked with five, ten, eight and three KOLs in
2022, 2023 and 2024 and the six months ended June 30, 2025, respectively, and these KOLs
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charged a commission based on sales generated from their promotional efforts. For example,
during the Track Record Period, we engaged a leading KOL on Tmall who consistently ranked
first on Taobao’s livestream sales leaderboard during major events such as Double 11 to
promote and sell our products via livestreaming. Revenue attributable to this KOL amounted
to RMB72.5 million, RMB73.1 million, RMB62.2 million, RMB29.8 million and RMB27.1
million in 2022, 2023, and 2024 and the six months ended June 30, 2024 and 2025,
respectively. The costs associated with the use of influencers are expensed as incurred. During
the Track Record Period, we did not consider ourselves to rely on these KOLs to sell our
products.
To ensure that KOLs follow our Company policies and comply with relevant laws and
regulations when promoting our products or services, we have implemented a structured
monitoring framework, which includes the following measures:
 Contractual obligations. Our collaboration agreements with KOLs clearly define
legal requirements, including data usage regulations that require user authorization
and prohibit unauthorized data collection or cross-border transmission of sensitive
data. The agreements also outline penalties for non-compliance, such as fines,
compensation, or contract termination.
 Content compliance review. All KOL-generated content, including text, images and
videos, is reviewed by either our internal brand team or a third-party agency before
publication to ensure compliance with regulatory and policy standards. False
advertising, intellectual property infringement and discriminatory statements are
strictly prohibited. In overseas markets, KOLs must also comply with the
advertising, consumer protection, and data privacy laws of the target country while
respecting local cultural norms.
 Review for overseas KOLs. Contracts with overseas KOLs must meet local legal
requirements and, when necessary, undergo review by local legal counsel to ensure
compliance with applicable regulations.
Through these measures, we are committed to maintaining legal and regulatory
compliance in KOL promotions, protecting our brand reputation and safeguarding consumer
interests.
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We enter into standardized marketing agreements for promoting our products with the
Multi-Channel Network (“ MCN”) agencies to which the KOLs belong. Apart from that, we are
not involved in signing such agreements related to KOLs with platforms such as Tmall or
Douyin nor are any e-commerce platforms parties. Therefore, the KOLs are not our direct
clients. The salient terms of the agreements primarily include:
Terms of agreement /H1118/H1118The term of the agreement is based on the number of live
streaming sessions mutually agreed upon, typically ranging
from one month to one year.
Scope of service /H1118/H1118/H1118/H1118KOLs provide live streaming promotion services for designated
products.
Service fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We typically pay a fixed live streaming fee and a commission
fee, calculated as a percentage of the transaction amount
(excluding returns) generated during live streaming, generally
ranging from 10% to 20%, as agreed upon in the agreement.
Termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The agreements may terminate upon expiration without renewal
or in the event of a material breach.
We generally enter into standardized framework agreements with online channels for our
self-operated stores. The salient terms of the agreements primarily include:
Agreement term /H1118/H1118/H1118The term of our agreements are typically long-term without
definite expiration date.
Scope of service /H1118/H1118Platforms typically provide technical support and system
maintenance for online store management, including uploading
product information, creating orders, managing transactions,
completing payments, and running promotional campaigns.
Service fees /H1118/H1118/H1118/H1118/H1118/H1118We typically pay a fixed annual fee for system subscriptions, along
with a customization fee based on factors such as store category,
product category and the services required. The annual fixed
service fee is set according to the technical service fee rates
published by the e-commerce platforms. For certain online
channels, we may also enter into commission-based agreements
with the online platforms and incur a variable service fee to
e-commerce platforms, calculated as a percentage of the
transaction value. If the order is canceled or refunded, the service
fee will be refunded.
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Roles and
responsibilities /H1118/H1118
Online platforms support store management by providing technical
services such as product uploads, order processing, transaction
management, payments, and promotions. We operate our own
online stores, selling directly to consumers and pay a service fee
for platform support.
Payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The fixed fee is typically settled on an annual basis. V ariable
service fees are paid in real-time according to the provisions of the
relevant agreements.
Termination /H1118/H1118/H1118/H1118/H1118/H1118The agreements may terminate upon expiration without renewal,
by mutual decision to end cooperation, disagreement with
e-commerce platform rule updates, or material breach of the
agreements.
We enter into standardized framework agreements with e-commerce platforms for
platform-operated stores. The salient terms of the agreements primarily include:
Term of agreement /H1118The term of our agreement is typically one year and renews
annually.
Scope of service /H1118/H1118E-commerce platforms typically place orders through their
designated systems. We fulfill deliveries within the agreed
timeframe, with delivery locations varying by platform. For some
platforms, we deliver products to their designated warehouses. For
others, we ship products directly from our warehouse to consumers
without routing through the platform’s warehouse. It provides
access to its operating system and supports system integration and
debugging. We manage online product inquiries and after-sales
services directly for the platform’s customers, except in certain
cases where the platforms may manage after-sales services on our
behalf.
Logistics and
delivery /H1118/H1118/H1118/H1118/H1118/H1118/H1118
We are generally responsible for the delivery of products to any
address specified by e-commerce platforms.
Payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Payment is generally due within five to seven business days
following the receipt of the settlement statement and/or invoice.
Termination /H1118/H1118/H1118/H1118/H1118/H1118The agreements may terminate upon expiration without renewal,
by mutual decision to end cooperation.
Liability for failure
of delivery /H1118/H1118/H1118/H1118/H1118
We cover the costs of compensation for complaints resulting from
delivery delays or other issues caused by us.
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Private Domain
In addition to e-commerce platforms, we have launched our Weixin mini program and
Weixin channels, offering a distinct approach to online sales. By tapping into Weixin’s vast
user base and building on our growing brand recognition, we have experienced consistent sales
growth on these private domain platforms. In 2022, 2023 and 2024 and the six months ended
June 30, 2024 and 2025, we generated revenue of RMB8.8 million, RMB40.0 million,
RMB95.8 million, RMB44.6 million and RMB56.3 million, respectively, representing 1.7%,
4.7%, 7.7%, 7.7% and 7.8% of our total revenue for the corresponding years/periods. The
number of registered members making purchases through private domain platforms surged
from approximately 24,400 in 2022 to over 371,000 in 2024, and grew from 220,593 in the six
months ended June 30, 2024 to 270,443 in the six months ended June 30, 2025.
We issued and sold single-purpose prepaid cards through our private domain platform,
which enable consumers to top up funds and make purchases within the designated platform.
Our issuance and sale activities of single-purpose prepaid cards are regulated by the
Single-purpose Commercial Pre-paid Cards Measures, according to which we (i) properly
fulfill the notification obligation to ensure that the purchaser acknowledges the contents of the
agreements of the single-purpose prepaid cards; (ii) collect certain information (i.e., name, ID
number, contact info) of the purchaser who purchases single-purpose prepaid cards of a total
value of RMB10,000 or above at once. See “Regulatory Overview — Regulations Relating To
Single-Purpose Commercial Pre-Paid Cards” for details. Cumulative top-up amounts under our
prepaid card program were approximately RMB6.5 million, RMB26.0 million, RMB49.8
million and RMB30.1 million in 2022, 2023 and 2024 and the six months ended June 30, 2025,
respectively. Cash received from the sale of prepaid cards or recharges made by consumers is
recorded as contract liabilities, and revenue is recognized when the prepaid cards are used or
forfeited.
The table below sets out the outstanding balance of prepaid cards and its movement for
the years/periods indicated:
Y ear Ended December 31,
Six Months
Ended
June 30,
2022 2023 2024 2025
(RMB in thousands)
Outstanding balance at the
beginning of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 3,556 3,882
Cumulative top-up amounts
during the year/period /H1118/H1118/H1118/H11186,537 26,008 49,791 30,115
Utilization of the amount
during the year/period /H1118/H1118/H1118/H1118(6,537) (22,452) (49,465) (28,740)
Balance as of year/period
end /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,556 3,882 5,257
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All balances of prepaid cards during the Track Record Period were subsequently utilized.
Our prepaid cards are primarily issued through our private domain platform and operate
under two distinct models.
 Stored-value accounts . Each consumer may maintain a single stored-value account,
with no expiration on the balance. These accounts support top-up and consumption
functions only, and the balance is neither transferable nor giftable.
 Gift cards . Gift cards are issued in fixed denominations below RMB4,999, have a
validity period of three years, and may be issued in multiple quantities to a single
consumer. Gift cards may only be used to purchase designated products. During the
Track Record Period and up to the Latest Practicable Date, there have been no
instances of unredeemed balances being forfeited by consumers under the gift card
model.
To the best of our knowledge, during the Track Record Period, all of our online channel
partners were independent third parties. To the best of our knowledge, our online channel
partners or their respective associates have no past or present family, business, employment or
financial relationship with us or our subsidiaries, Shareholders, Directors or senior
management or any of their respective associates.
Offline Channels
We distribute our products through a broad offline network that spans across the country,
reaching consumers through various channels: (i) distributors which are generally
intermediaries that purchase products from us and resell them to their customers without using
a strong consumer-facing brand, (ii) key accounts with well-established, widely recognized
brand names and franchised storefronts, such as major baby and kids retailers, and (iii) our
interactive store in Ningbo. Through these partnerships, we have built a strong presence in the
nursery product market, securing placements in high-end shopping malls and premium retail
outlets. These strategic locations are selected to reach families with higher purchasing power,
positioning our brand as a top choice for parents who seek quality and reliability. As of
June 30, 2025, we partnered with 12 key accounts and 155 distributors, enabling us to establish
a solid presence in over 300 cities across China.
Distributors
We cooperate with distributors to broaden our consumer base and promote sales.
Distributors expand our market reach through their established networks and strong local
expertise. As of June 30, 2025, we had 155 distributors, covering over 300 cities in more than
20 provinces. In 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, we
generated revenue of RMB55.8 million, RMB132.4 million, RMB199.0 million, RMB95.1
million and RMB137.5 million from distributors, respectively, representing 11.0%, 15.5%,
15.9%, 16.3% and 18.9% of our total revenue for the corresponding years/periods. In each
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year/period of the Track Record Period, our top five distributors in each year/period during the
Track Record Period contributed RMB44.2 million, RMB121.0 million, RMB177.6 million and
RMB100.4 million to our revenue, representing 8.7%, 14.2%, 14.2% and 13.8% of our total
revenue in each year/period during the Track Record Period.
To maintain high standards in sales and service, we follow a rigorous selection process
and ongoing evaluation of our distributors. Our key criteria include the strength of their sales
networks, industry background, resources, financial stability, creditworthiness, and alignment
with long-term partnerships. During the Track Record Period, we mainly engaged new
distributors in first-tier to second-tier cities in line with our marketing strategies. In 2022, 2023
and 2024 and the six months ended June 30, 2025, we terminated cooperation with 25, 21, 31
and six distributors, respectively. We terminate cooperation with existing distributors based on
a number of factors, including (i) channel compatibility, which allows us to pursue
collaboration with higher-quality distributors that align better with our product sales strategies,
and (ii) their sales performance, such as the sales-to-purchase ratio which is calculated as the
number of units sold by distributors relative to the number of units they purchase from us, and
sell-through rate which is calculated as the number of units sold divided by the inventory held
by the distributor, and (iii) compliance considerations, including failure to meet the
requirements set forth in the third-party payment guidelines. In addition, for newly onboarded
distributors, we may terminate cooperation if they fail to place a repeat order within three
months. For existing distributors, our sales managers conduct routine follow-ups, typically on
a weekly basis, to assess ongoing performance. See “— Third-party Payment Arrangement —
Cessation of Third-party Payments” for details.
The table below sets out the total number of distributors and their movements for the
years/periods indicated:
Y ear Ended December 31,
Six Months
Ended
June 30,
2022 2023 2024 2025
Number of distributors at the
beginning of the year/period /H1118 50 56 85 145
Number of new distributors for
the year/period (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 50 91 16
Number of terminated
distributors for the
year/period
(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(25) (21) (31) (6)
Number of distributors at the
end of the year/period /H1118/H1118/H1118/H1118/H111856 85 145 155
Notes:
(1) New distributors refer to distributors that placed their first order with us in our system in a particular
year/period.
(2) Terminated distributors refer to those whose collaboration with us ended within a specific year/period.
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We maintain a buyer-seller relationship with our distributors, and we do not grant
exclusive distribution rights in certain regions to the distributors. The salient terms of the
standard distribution agreements primarily include:
Duration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The term of the distribution agreement is typically
one year, renewal on an annual basis.
Payment and credit term /H1118/H1118/H1118/H1118/H1118/H1118We typically require distributors to make payments
prior to the delivery of products and generally do not
offer credit terms.
Selling prices /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We provide guidance on the retail prices for
consumers. See “Business — Pricing” for details. We
offer sales rebates to distributors based on the actual
payment amount, granted upon reaching specified
sales targets.
Logistics, delivery and other
responsibilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
We are typically responsible for delivering products
to the addresses specified by our distributors. We are
entitled to oversee distributors’ inventory, product
flow and sales performance.
Transfer of ownership /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The ownership risks transfer to distributors after they
complete the inspection and confirm receipt of our
products.
Return policy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We generally do not accept product returns from
distributors unless the product is defective.
Termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The agreement may be terminated upon expiration,
by mutual consent of the parties, or in accordance
with the provisions specified therein. We generally
retain the right to terminate the agreement in the
event of a breach of its terms by the distributor.
We generally permit our distributors to engage sub-distributors but do not enter into
agreements or establish direct relationships with them. As a result, we do not have direct
control over sub-distributors. Our policies regarding sub-distributors, as set forth in our
standard distribution agreements, are as follows:
 Distributor responsibilities . Our distributors are fully responsible for their
respective sub-distributors within authorized regions, which includes overseeing
their activities, ensuring compliance with our distribution agreements, and taking
necessary actions in case of violations.
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 Ongoing monitoring . We reserve the right to require distributors to submit basic
information and operational data on their sub-distributors. Distributors must
independently verify this information to ensure accuracy.
 Enforcement measures . Any violation of our policies by sub-distributors is
considered a violation by the responsible distributor. If a sub-distributor breaches
any terms of the distribution agreement, such as selling below the retail prices
outlined in our pricing guidelines, encroaching on online channels, or conducting
sales beyond authorized regions, the responsible distributor will be held accountable
for these violations. Any sub-distributor found in violation of our agreement will be
placed on a blacklist under the responsible distributor and prohibited from further
selling our products.
We determine the authorized regions for our distributors based on their geographic
location and the strength of their local service capabilities. Distribution rights are granted at
the provincial, regional or city level, depending on the distributor’s operational scale, market
presence and ability to provide effective coverage, which helps us match distribution scope
with execution capacity and local market knowledge.
We do not impose mandatory sales targets on our distributors, allowing purchases to
reflect actual market demand rather than sales pressure. Outside of specific promotional
periods that require stock preparation, we generally do not impose minimum purchase
requirements or sales targets. Instead, we work closely with distributors to maintain balanced
and reasonable inventory levels. We typically require distributors to make full payment before
product delivery, with revenue recognized only upon acceptance of the goods, and we do not
grant credit terms. Additionally, we maintain close oversight and engage in regular
communication with distributors to monitor inventory levels. Product returns after delivery and
acceptance are generally not permitted unless the product is defective. During the Track Record
Period and up to the Latest Practicable Date, we did not receive any significant product returns
from distributors.
Sales by distributors outside their assigned regions or across online and offline channels
without prior approval are classified as cannibalization, which is prohibited in our agreements
with distributors. To mitigate this, we apply the following measures:
 Price monitoring . We regularly review product pricing across channels to verify
compliance with distribution agreements, which helps maintain uniform pricing and
prevents unauthorized discounting.
 Shipment tracking . Shipment records and logistics pathways are closely monitored.
When distributors exceed their authorized scope, we enforce penalties as specified
in their agreements, which include warnings, fines, rebate adjustments, or
suspension of cooperation.
 Product tracing . Each product is assigned a serial number through our tracing
system, enabling full lifecycle tracking. This system helps identify and address
cannibalization risks, safeguarding the integrity of our distribution network.
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To the best of our knowledge, all our distributors were independent third parties during
the Track Record Period. We apply uniform service guidelines and policies to all distributors.
To the best of our knowledge, our distributors, or their respective associates, do not have any
past or present family, business, employment, or financial relationships with us or our
subsidiaries, our Shareholders, Directors or senior management, or any of their respective
associates.
Key Accounts
We have built a strong presence in offline retail channels by partnering with prominent
baby and kids retailers in China, among others. Collaborating with these leading retailers
allows us to reach a wide base of consumers by leveraging their extensive geographical and
market coverage. Displaying our products in these well-established offline stores helps
showcase our offerings and strengthens our brand visibility among consumers. As of December
31, 2022, 2023 and 2024 and the six months ended June 30, 2025, we partnered with 11, ten,
12 and 12 key accounts, respectively, allowing consumers in over 300 cities in more than 20
provinces to purchase our products offline. In 2022, 2023 and 2024 and the six months ended
June 30, 2024 and 2025, we generated revenue of RMB34.5 million, RMB82.3 million,
RMB111.4 million, RMB53.8 million and RMB56.0 million from key accounts, respectively,
representing 6.8%, 9.7%, 9.0%, 9.2% and 7.7% of our total revenue for the corresponding
years/periods. In each year/period of the Track Record Period, our top five key accounts
contributed RMB34.1 million, RMB80.9 million, RMB107.5 million and RMB53.2 million to
our revenue, representing 6.7%, 9.5%, 8.6% and 7.3% of our total revenue in each year/period
during the Track Record Period. We evaluate our cooperation with key accounts based on a
combination of strategic and commercial considerations, including their contribution to our
brand positioning, associated channel costs and actual sales performance. Specifically, we may
terminate cooperation if a key account does not meet our brand positioning standards (such as
lacking a premium image or sufficient market influence) or if the associated cost structure
proves inefficient (such as extended credit terms or additional promotional expenses). We may
also discontinue cooperation where sales performance fails to demonstrate meaningful growth
potential. During the Track Record Period, we discontinued partnerships where two or more of
these criteria did not meet our established thresholds for brand alignment, cost efficiency or
sales performance.
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The following table shows the movement of the key accounts we collaborated with during
the Track Record Period.
Y ear Ended December 31,
Six Months
Ended
June 30,
2022 2023 2024 2025
Number of key accounts at the
beginning of the year/period /H1118/H1118 71 11 01 2
Number of new key accounts (1) /H1118 8262
Number of terminated key
accounts (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4) (3) (4) 2
Number of key accounts at the
end of the year/period /H1118/H1118/H1118/H1118/H111811 10 12 12
Notes:
(1) New key accounts primarily include those that placed their first order with us in our system in a
particular year/period.
(2) Terminated key accounts refer to those whose collaboration with us ended within a specific year/period.
The salient terms of the standard agreements with our key accounts primarily include:
Duration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The term of the agreement is typically one year,
renewal on an annual basis.
Payment and credit term /H1118/H1118/H1118/H1118/H1118/H1118We provide sales rebates to key accounts under terms
defined by each account, with rebates calculated on
either total purchase value or actual payment amount
upon achieving specified sales targets. We generally
deliver products before receiving payments and grant
a credit period typically ranging from 30 to 90 days
to key accounts.
Roles and responsibilities /H1118/H1118/H1118/H1118/H1118We provide free product samples to key accounts for
display purposes. When consumers place orders at
the stores of key accounts, we arrange delivery to
either the key account’s designated location or
directly to the consumers upon receipt of notice from
key accounts.
Logistics /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We are generally responsible for the delivery of
products to any address specified by key accounts.
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Transfer of ownership /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The ownership risks transfer to key accounts after
they complete the inspection and confirm receipt of
our products.
Return arrangement /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We generally do not allow key accounts to return
products except for limited reasons such as product
quality issues, which is in line with industry practice,
according to Frost & Sullivan.
Termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The agreement may be terminated upon expiration,
by mutual consent of the parties, or in the event of
any material breach of the agreement by the parties.
To the best of our knowledge, all of our key accounts were independent third parties
during the Track Record Period. To the best of our knowledge, our key accounts or their
respective associates have no past or present family, business, employment or financial
relationship with us or our subsidiaries, Shareholders, Directors or senior management or any
of their respective associates.
Interactive Store
In 2023, we launched our first interactive store in Ningbo. Our interactive store is
designed to offer a functional and inviting space where shopping feels comfortable and
efficient. The layout is carefully curated to showcase our products in a way that makes it easy
for consumers to explore and select what they need. Such store design ensures a smooth,
family-friendly shopping experience. During the Track Record Period, our interactive stores
are primarily oriented toward individual consumers and we generally do not conduct sales to
corporate customers through interactive stores. In 2023, 2024 and the six months ended June
30, 2024 and 2025, we generated revenue of RMB0.9 million, RMB1.7 million, RMB0.9
million and RMB0.7 million, respectively, representing 0.1%, 0.1%, 0.1% and 0.1% of our
total revenue for the corresponding years/periods.
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The following images illustrate the design of our interactive store.
PRICING
As we are positioned as a nursery product provider targeting mid- to high-end consumers,
the prices of our products are typically higher than those offered by our competitors, according
to Frost & Sullivan. Our pricing decisions are influenced by several factors, including brand
positioning, product quality and features, competitive dynamics, market trends, manufacturing
and operational costs, and raw material expenses.
Our headquarters establishes a consistent retail pricing guideline and promotional
discount policies that apply across both online and offline channels. For online channels, we
maintain uniform retail pricing for consumers. Periodically, we participate in promotional
events like the 618 Shopping Festival and Double 11 Shopping Festival and offer discounts to
registered members based on our membership policies. On our private domain platforms, we
maintain the same pricing structure while offering exclusive loyalty benefits. With each
purchase, consumers earn points that can be redeemed for gifts or used as cash discounts on
future orders, which provides added value to consumers and encourages repeat purchases.
Across both online and offline channels, our promotional discount policies follow a tiered
approach based on promotional cadence, with baseline standard pricing applied under normal
conditions and tiered discount levels activated during small-scale, seasonal or large-scale
campaigns. For example, products offered through online platforms may follow a three-tier
promotional pricing structure that differentiates between regular promotions, minor sales
events or major campaigns such as the 618 Shopping Festival and Double 11 Shopping
Festival. Similarly, offline pricing reflects wholesale price guidance aligned with retail markup
expectations and may be subject to discounts determined by market dynamics, regional
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competition or distributor terms. While we consider product characteristics when setting
internal pricing reference ranges, we adopt a unified pricing guideline and do not vary our
pricing policies at the product-type level.
We provide retail pricing guidelines and promotional discount policies to our online and
offline channel partners through a pricing compliance notice, which sets forth the approved
retail prices for each of our products. Approved retail prices refer to the minimum allowable
selling prices to consumers after taking into account relevant promotional activities. Such
prices are the actual selling prices after discounts. We determine approved retail prices through
a dynamic pricing mechanism rather than a fixed discount rate, which includes: (i)
competition-based pricing, which references pricing of comparable products on e-commerce
platforms; (ii) cost-plus pricing, which factors in production costs, channel expenses and
reasonable margins; and (iii) activity-based tiered pricing, which sets differentiated price floors
based on the level of promotional intensity, such as regular promotions, minor sales events or
major campaigns.
We define “non-compliant pricing” as any unauthorized deviation from these approved
retail prices, including excessive discounting that violates our promotional discount policies
and leads to actual transaction prices falling below the approved level, which we believe risk
damaging our brand image and disrupting the stability of our distribution network. To maintain
pricing consistency, we periodically review and adjust the approved retail prices and
promotional discount policies to reflect market conditions. We take appropriate action against
non-compliant platforms and/or distributors or responsible parties based on the severity and
frequency of the violation, which include issuing notices requesting price adjustments, filing
complaints to remove non-compliant listings, and imposing penalties on suppliers or
distributors responsible for unauthorized low-price sales.
For online channels, we collaborate with a third-party service provider to monitor and
enforce retail pricing consistency. These providers use automated data collection technologies
to track the prices of our products across various online platforms. Through a combination of
automated monitoring software and manual inspections, we conduct 24-hour real-time tracking
of product prices across all platforms. Our system automatically detects and flags unusually
low-priced listings and subsequently triggers real-time alerts. In addition, our dedicated
personnel review and consolidate daily pricing data to identify irregularities and mark
non-compliant listings or stores. For offline channels, we sell products to our distributors at
wholesale prices and provide suggested retail prices for consumers. Distributors may adjust
their pricing based on market conditions and local competitive landscapes, provided that they
remain compliant with our approved retail prices and promotional discount policies.
Our sales rebate policy is designed to incentivize distributors based on actual sales
performance and does not involve the imposition of binding sales targets. For durable nursery
products (such as travel gear), we adopt a tiered rebate mechanism linked to three performance
levels. Distributors are eligible for rebates based on the specific tier achieved within a given
period, with each tier corresponding to a reference sales threshold. These thresholds are
indicative and used for rebate calculation purposes only, and do not constitute mandatory sales
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targets. For consumables nursery products (such as baby care products), sales benchmarks are
determined by regional sales managers based on market potential within each distributor’s
authorized territory. These benchmarks inform the applicable rebate levels but are not enforced
as compulsory targets.
BRANDING AND MARKETING
Brand Building
Our success is grounded in long-term brand building and a reputation for quality that
naturally grows through word-of-mouth. Exceptional products and services lie at the heart of
our brand’s identity. We see every consumer as a potential advocate, with their genuine
recommendations serving as the most impactful way to reach others.
True success comes not only from what we create but from how families embrace and
depend on our products. Guided by this belief, we dedicate significant resources to research
and development, driving innovation to strengthen our supply chain and deliver meaningful
value. From carefully selected global suppliers and the EA TNS carbon management system to
IA TF16949-certified quality standards and rigorous in-house testing, we focus on creating safe,
dependable products with thoughtful craftsmanship. By continuously exploring new materials
and adopting novel design methods, we develop next-generation products that evolve with the
needs of today’s families.
Building a strong brand requires time and consistent effort. Every consumer interaction
— whether through marketing, consumer experiences, or other touchpoints — reflects our core
values. Our branding team is committed to maintaining a clear and resonant image that
connects with families and highlights the unique qualities of our products. By refining our
messaging and communication, we aim to foster deeper relationships with parents and establish
a meaningful, lasting presence in their lives.
We use diverse marketing strategies to amplify our influence across the sales network,
integrating diverse approaches to connect with families and strengthen our brand presence.
 Word-of-mouth referrals and influencer endorsement . Word-of-mouth
recommendations play a pivotal role in our marketing approach. We partner with
reputable influencers including KOLs and superusers on popular social media
platforms, selecting individuals whose expertise, influence, and values align with
our brand image. As of June 30, 2025, we had cooperated with more than 16,000
influencers from various platforms, of which approximately 20 KOLs have more
than one million followers. These partners test and share their experiences with our
products through creative vlogs and content, building trust with their followers. By
leveraging these endorsements, we expand our audience reach and establish stronger
connections with our target audience. BeBeBus has also become a favored choice for
parenting scenarios among celebrities in the nursery product and fashion space.
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 Cross-brand collaborations . Our well-established brand reputation and loyal
consumer base serve as a foundation for strategic partnerships. Collaborations with
brands enable us to deliver curated products and services that address diverse family
needs.
 Consumer marketing events . Our marketing initiatives combine video content,
celebrity collaborations, and social media platforms to deliver campaigns that reach
wide audiences and foster meaningful engagement.
 Social media promotions . Our 2024 #OneStepLess (# ˇɓӉһჀᕦ) campaign
generated over 49 million impressions across Xiaohongshu and Douyin . The
campaign encouraged parents to explore nature with their children, using real-life
parenting scenarios to showcase the practicality of our products. Families
experienced firsthand the ease and convenience of our products.
 Social responsibility initiatives . Social responsibility is integral to our brand
identity, fostering connections with families while addressing important community
issues. In September 2022, the “ BeBeBus x Desert Post Office ” initiative focused on
postpartum depression, providing a platform for mothers to share their experiences
and raising awareness about maternal mental health. In June 2024, the “ BeBeBus x
Rainbow Library ” project supported children’s education by donating an eco-
friendly library to a remote border region in Inner Mongolia.
Membership System
We have implemented a tiered membership program to enhance our consumer experience
and foster brand loyalty. Our members can earn points for each purchase and access additional
benefits as they progress through the tiers. We also provide complimentary parenting
consulting services to our members, addressing their evolving needs for nursery products and
helping them navigate issues and challenges in childcare. Through our membership program,
we deepen connections with consumers and gain valuable insights into their needs and
preferences, helping to drive sales and guide the expansion of our product offerings. By
consistently engaging with our members, we have built a community of over 3.0 million
registered members across online platforms as of June 30, 2025. As advised by our PRC Legal
Adviser, although Article 7 of the Cybersecurity Review Measures stipulates that an online
platform operator possessing personal information of over one million users and pursues a
listing in a foreign country (਷̮ɪ̹), such operator must apply for cybersecurity review,
our proposed Listing does not fall within the scope of “pursuing a listing in a foreign country
(਷̮ɪ̹)” and therefore the cybersecurity review requirement under Article 7 of the
Cybersecurity Review Measures is not applicable to us.
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CUSTOMER SUPPORT
Providing superior service and support is a high priority for us. Our commitment to users
is reflected in the assistance offered by our in-house parenting experts and the scope of our
after-sale, delivery, and warranty services.
Parenting Counselor Service
We offer complimentary parenting consulting services to our members, addressing their
evolving needs for nursery products and offering guidance on childcare challenges. See “—
Branding and Marketing — Membership system” for details. We have established a dedicated
consulting team with more than 30 parenting experts. By establishing the membership program,
we have strengthened our relationship with consumers while giving us valuable insights into
their preferences and needs, which help refine our marketing strategies, support product
development, and drive sales growth.
Delivery
Reliable and timely delivery is a key aspect of the shopping experience. We use
third-party logistics providers to handle product shipments for online purchases. Through
partnerships with these providers, we have expanded our geographic reach, enabling us to
deliver products to consumers within seven days after an online order is placed.
After-Sales Services
We manage after-sales services for all products sold directly or through distributors,
providing consumers with return, exchange, and repair options in compliance with regulatory
requirements. In mainland China, unused products can generally be returned within seven days
of purchase, except for certain items requiring intact packaging. If packaging is damaged,
consumers may pay the packaging cost to return the product. Defective products can be
returned, exchanged, or repaired within 30 days of purchase. These services are accessible
through authorized service centers or via mail to our repair facilities. Mail-in repairs are
typically processed within seven business days, with updates provided by our customer service
team throughout the process.
During the Track Record Period, the total amount returned by our consumers amounted
to RMB3.7 million, RMB13.9 million, RMB15.7 million and RMB10.1 million for 2022, 2023
and 2024 and the six months ended June 30, 2025, respectively, representing approximately
0.7%, 1.6%, 1.3% and 1.4% of our total revenue for the corresponding years/periods. During
the Track Record Period and up to the Latest Practicable Date, there were no material product
recalls, product returns, product liability claims or consumer complaints that adversely affected
our business.
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Warranty Policies
We offer limited warranties covering parts and labor for our products. For car seats, the
maximum warranty period is seven years from the date of purchase. For other products, such
as strollers, cribs and highchairs, we provide a one- or two-year warranty. In international
markets, including the United States, the United Kingdom, and Southeast Asia, we comply with
local laws that require manufacturers to provide warranty for statutory periods. Most products
sold in these regions include a warranty of at least 12 months. For the years/periods ended
December 31, 2022, 2023 and 2024 and the six months ended June 30, 2025, our warranty
expenses amounted to RMB0.8 million, RMB2.2 million, RMB3.6 million and RMB2.1
million, respectively.
Quality Assurance with Third-party Manufacturers
Our agreements with third-party manufacturers include quality assurance provisions,
pursuant to which these manufacturers are required to repair, replace or accept the return of any
products with quality issues and to prevent such items from entering the market. Additionally,
they must compensate us for any losses arising from material quality issues as defined in the
agreements. If quality issues occur, we reserve the right to demand immediate rectification and
suspend cooperation until the issues are resolved.
PRODUCTION AND SUPPLY CHAIN MANAGEMENT
Our manufacturing strategy focuses on combining in-house production with outsourced
processes, which allow us to align our core manufacturing capabilities with cost-effectiveness
and operational flexibility. During the Track Record Period, we produced car seats and
highchairs in-house while subcontracting certain processes to third-party manufacturers, and
outsourced the complete production of other products.We have not encountered any loss due
to product liability claims during the Track Record Period and up to the Latest Practicable
Date.
The following table sets forth a breakdown of the output volume and percentage of our
products which are self-manufactured and outsourced to third-party manufacturers for the
years/periods indicated.
For the Y ear Ended December 31, For the Six months ended June 30,
2022 2023 2024 2024 2025
Output
volume
(unit) %
Output
volume
(unit) %
Output
volume
(unit) %
Output
volume
(unit) %
Output
volume
(unit) %
Car seats
Self-manufactured /H1118/H1118/H1118/H1118109,453 100.0 121,173 100.0 123,888 100.0 51,495 100.0 42,335 100.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,453 100.0 121,173 100.0 123,888 100.0 51,495 100.0 42,335 100.0
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For the Y ear Ended December 31, For the Six months ended June 30,
2022 2023 2024 2024 2025
Output
volume
(unit) %
Output
volume
(unit) %
Output
volume
(unit) %
Output
volume
(unit) %
Output
volume
(unit) %
Highchairs
Self-manufactured /H1118/H1118/H1118/H1118 – – 3,098 57.7 16,301 94.3 8,389 92.7 1,891 79.7
Third-party
manufacturers /H1118/H1118/H1118/H1118/H11185,562 100.0 2,273 42.3 990 5.7 660 7.3 483 20.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,562 100.0 5,371 100.0 17,291 100.0 9,049 100.0 2,374 100.0
Outsourced Production
We outsource certain production processes for car seats and highchairs, including plastic
processing, fabric sewing, aluminum processing and metal fabrication, to third-party
manufacturers. The full production of strollers and accessories, cribs, baby carriers, pajamas,
pillows and baby care products is also outsourced. In 2022, 2023 and 2024 and the six months
ended June 30, 2025, we had maintained collaborations with 19, 32, 36 and 36 third-party
manufacturers to support our production needs, respectively, and the costs of outsourced goods
constituted 64.6%, 66.4%, 72.2% and 76.3% of the total cost of sales for the corresponding
years/periods.
When selecting third-party manufacturers, we evaluate factors such as certifications,
proven experience, production capabilities, technological expertise, R&D capacity, product
quality, service scope, pricing, and willingness to establish long-term partnerships. These
manufacturers are regularly assessed on seasonal and annual bases, covering various aspects
such as including quality management, product design, research and development, supplier and
procurement processes, production controls, warehouse operations, and non-conforming
product handling.
We maintain stringent control over outsourced manufacturing by providing detailed
design specifications and manufacturing standards for all raw materials and outsourced
processes. In collaboration with both internal and external testing laboratories, we conduct
regular evaluations to assess packaging, appearance, physical properties and chemical
properties of raw materials and outsourced products and issue corresponding inspection
reports. Additionally, we hold key patents and technologies related to the production, further
fortifying our control over the manufacturing process.
Products that exhibit cosmetic defects or minor imperfections and do not meet our quality
standards are returned to the supplier. The supplier is required to conduct a comprehensive
inspection, separate the qualified products, and resubmit them for reinspection. Only after
passing this secondary inspection do we accept them into our inventory. For products found to
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be non-compliant with national regulations, we return them to the supplier, which is required
to isolate and properly dispose of the non-compliant items before manufacturing new,
compliant products. Once the newly produced items pass inspection, we accept them into our
inventory.
Our solid reputation, expansive production scale, and long-standing relationships with
manufacturing partners enable us to establish reliable and cost-efficient collaborations with
third-party manufacturers. During the Track Record Period, we did not encounter any losses or
product liabilities associated with the manufacturing process of our third-party manufacturers.
See “Risk Factors — Risks Relating to Our Business and Industry — Depending on a limited
number of suppliers, we produce our products through in-house manufacturing and outsourcing
to few third-party manufacturers, which may subject us to supplier concentration risks. Any
decline in our production capacity and any disruption to, or material unfavorable changes in
our outsourcing cooperation with third-party manufacturers, will have a material adverse effect
on our business, financial condition, results of operations and prospects” for details.
We generally enter into framework agreements with third-party manufacturers. The
salient terms of such agreements include:
Quality assurance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The third-party manufacturer is responsible for the
quality of the products.
Pricing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Pricing is determined on the basis of third-party price
comparisons and internal cost analysis to maintain
market competitiveness.
Payment and credit term /H1118/H1118/H1118/H1118/H1118/H1118Payments are typically made on a 45- to 90-day credit
term, using either cash or bank drafts.
Exclusivity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Suppliers providing core components or critical
manufacturing processes are required to refrain from
offering similar services to competing products
within the same category.
Duration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The duration of the agreement is typically for two
years.
Termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The agreement will terminate upon expiration or by
mutual agreement, or other means as set forth in the
agreement. We generally have the right to terminate
the agreement with third-party manufacturers who
breach the agreement.
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Production Facilities
Production Facility in Operation
Our in-house production facility, located in Ningbo, Zhejiang, specializes in foam
molding and assembly processes for key products such as car seats and highchairs. The facility
began operations in 2021 and spanned 14,111 square meters. In 2023, 2024 and the six months
ended June 30, 2025, it contributed to the production of 121,173, 123,888 and 42,335 units of
car seats, representing 100.0%, 100.0% and 100.0% of the total production of car seats,
respectively, and 3,098, 16,301 and 1,891 units of highchairs, respectively, representing 57.7%,
94.3% and 79.7% of the total production of highchairs, respectively.
The table below sets forth details on the design capacity, production output, and capacity
utilization rate of our production facility for the years/periods indicated.
For the Y ear Ended December 31,
For the
Six Months Ended
June 30,
2022 2023 2024 2024 2025
Design capacity
(units) (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118135,000 150,000 180,000 90,000 90,000
–Car seats /H1118/H1118/H1118/H1118/H1118/H1118/H1118135,000 146,000 158,000 79,000 79,000
–Highchairs /H1118/H1118/H1118/H1118/H1118/H1118– 4,000 22,000 11,000 11,000
Production output
(units) (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,453 124,271 140,189 59,407 44,226
–Car seats /H1118/H1118/H1118/H1118/H1118/H1118/H1118109,453 121,173 123,888 51,495 42,335
–Highchairs /H1118/H1118/H1118/H1118/H1118/H1118– 3,098 16,301 7,912 1,891
Capacity utilization
rate (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881.1% 82.8% 77.9% 66.0% 49.1%
–Car seats /H1118/H1118/H1118/H1118/H1118/H1118/H111881.1% 83.0% 78.4% 65.2% 53.6%
–Highchairs /H1118/H1118/H1118/H1118/H1118/H1118– 77.5% 74.1% 71.9% 17.2%
Notes:
(1) Calculated as the total of the monthly design capacities for the specified year/period.
(2) Calculated as the total of the monthly production outputs for the specified year/period.
(3) Represents the total production output divided by the design capacity.
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In 2024, our production capacity utilization rate for car seats and highchairs declined
compared to 2023, primarily due to our capacity expansion undertaken to meet future market
demand. In the six months ended June 30, 2025, our production capacity utilization rates for
car seats and highchairs declined relative to full-year levels during the Track Record Period,
primarily due to (i) the temporary suspension of highchair production from January to May
2025 to undertake modifications necessary for compliance with the revised national safety
standards of infants’ and children’s furniture, after which production resumed in June 2025,
and (ii) the use of prior-year inventories of car seats to satisfy part of the sales demand in the
first half of 2025, attributable to a slight decline in sales volume from 53 thousand units in the
six months ended June 30, 2024 to 51 thousand units in the six months ended June 30, 2025,
and a drawdown of existing inventory from 18,585 units as of December 31, 2024 to 4,271
units as of June 30, 2025.
The following diagram illustrates the key stages in the production process of car seats and
highchairs. As shown in the diagram, the outsourced production process is not the critical part
of the overall production process.
Fabric
sourcing Lamination Fabric assembly Evaluation
Testing
Assembly
Packaging
Final
Product
Materials and additives
procurement of plastic
Procurement of hardware and
packaging materials
Injection molding
In-house production process Outsourced production process
We have established stringent safety protocols to maintain high operational standards and
address potential risks. These protocols cover equipment management, contingency plans for
major equipment failures, power outage procedures, emergency response measures, and a
safety production responsibility system. During the Track Record Period and up to the Latest
Practicable Date, we did not encounter any material incidents arising from the use of
potentially dangerous equipment. See “Risk Factors — Risks Relating to Our Business and
Industry — The manufacturing process for products in our industry is complex and any failure
to adhere to quality and safety standards may adversely affect our business, financial condition,
results of operations and prospects” for details.
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Production Facility Under Construction
We are in the process of constructing another production facility in Ningbo, Zhejiang,
which is expected to be completed in 2026, with an annual design capacity of 800,000 units
of products, including 300,000 units of car seats, 300,000 units of strollers, 100,000 units of
cribs and 100,000 units of highchairs. During the Track Record Period, we have witnessed
steady sales growth of our nursery products. In 2024, our sales volumes reached approximately
115,000 units of car seats, 180,000 units of strollers, 29,000 units of cribs, and 16,000 units of
highchairs. In the six months ended June 30, 2025, our sales volumes reached approximately
51,000 units of car seats, 88,000 units of strollers, 15,000 units of cribs and 4,000 units of
highchairs. See “Business — Overview — Our Nursery Product Portfolio” for details. We
anticipate a continuous increase in demand for our products in the foreseeable future. See
“Industry Overview — Overview of China’s Durable Nursery Product Industry” for details.
The planned production capacity of the new facility is based on our projections of demand
over the next five years, which reflects both the continued expansion of our domestic sales and
our strategic efforts to grow our presence in overseas markets. For example, although our 2024
sales volume for highchairs was approximately 16,000 units, the current market penetration
remains relatively low and we see significant room for growth. We are also actively developing
high-volume, traffic-driving models of highchairs to further increase market share.
To seize market opportunities and strengthen our market position, we decided to construct
the new production facility to further enhance the high quality of our products and meet the
projected needs for our offerings. The new facility is intended to support our shift from a
primarily outsourced production model to one with a greater focus on in-house production. By
doing so, we aim to ensure more consistent product quality through close, step-by-step quality
monitoring, respond more quickly to changes in product design and demand, and safeguard our
proprietary manufacturing know-how.
Inventory Control
Our inventory primarily consists of finished products, and we implement strict policies to
maintain optimal inventory levels. Procurement and production plans are developed by taking
into account product-specific requirements, production cycles and sales forecasts, enabling us
to respond promptly to market demand. Each product category is managed based on its unique
supply chain dynamics and sourcing cycles. We use inventory management strategies to adjust
production plans and sales targets for each product category according to its inventory levels
and supply chain characteristics.
We utilize a vendor-managed inventory model, working closely with supply chain
partners to effectively manage stock levels. Our inventory system provides real-time data,
offering management clear visibility into inventory status and supporting informed decision-
making.
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During the Track Record Period, we had maintained appropriate inventory levels. As of
December 31, 2022, 2023 and 2024 and June 30, 2025, we had RMB52.8 million, RMB61.1
million, RMB98.6 million and RMB62.2 million of inventories, respectively, and our inventory
turnover days were 58 days, 49 days, 47 days and 39 days, respectively.
Warehousing and Logistics
During the Track Record Period, we primarily engaged third-party providers for
warehousing and logistics services. We select these service providers based on criteria such as
reputation, operational scale, track record, and pricing. We typically enter into long-term
agreements with our logistics service providers, which range from one years to three years. Our
logistics service providers bear the risks associated with the delivery of our products, the
liability for product damages occurring during the transportation process and are required to
maintain appropriate insurance coverage. As of June 30, 2025, we engaged three warehouse
service providers covering logistics services in different regions.
During the Track Record Period and up to the Latest Practicable Date, we did not
encounter significant losses related to warehousing operations, and there were no major
disruptions in product delivery, nor did we incur losses due to delayed or mishandled shipments
by our logistics providers.
QUALITY CONTROL
We understand that product quality is a key driver of our long-term success. Our products
undergo thorough testing and validation throughout their lifecycle, starting from the design and
development phase, through procurement, production, storage and delivery, which ensure that
we meet both industry standards and consumer expectations. See “— Production and Supply
Chain Management” for details.
To maintain high-quality standards during production, we have implemented detailed
quality control procedures aimed at minimizing the risk of subpar products entering the market.
Our Ningbo production facility has earned IA TF16949 certification, a standard typically
associated with the automotive industry, which reflects our dedication to the highest quality
practices. In addition, for products produced in our Ningbo production facility, we conduct
inspections on all raw materials, work-in-progress, and semi-finished products through
sampling tests, and arrange comprehensive tests for each assembly line.
For outsourced products, we work closely with third-party manufacturers, providing them
with clear specifications and quality guidelines. These manufacturers are rigorously evaluated
on an annual basis, with assessments covering product quality, production efficiency and
delivery timelines. In addition, we conduct sampling tests on these products prior to their sale.
For any defective products, we implement measures such as rework or destruction to prevent
them from reaching the market. For those have already been sold, we have established a
product recall procedure to protect customers’ legitimate rights to the fullest extent. During the
Track Record Period and up to the Latest Practicable Date, we did not experience any major
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customer complaints on product quality or any product liability claims, product recalls or legal
consequences, which, individually or taken together, resulted in a material and adverse effect
on us. If a manufacturer fails to meet our expectations or shows consistent quality issues
without making necessary improvements, they may be removed from our whitelist of approved
suppliers.
As of June 30, 2025, our quality control team comprised 29 employees who are based at
our production facility in Ningbo and our Shanghai office. The team is responsible for
overseeing our overall quality strategies and ensuring minimal deviation from set procedures.
They also keep abreast of the latest standards and policies to ensure our compliance with
relevant requirements. During the Track Record Period and up to the Latest Practicable Date,
we did not experience any material sales returns, product recalls or product liability claims that
adversely affected our business or financial condition. See “Risk Factors — Risks Relating to
Our Business and Industry — The manufacturing process for products in our industry is
complex and any failure to adhere to quality and safety standards may adversely affect our
business, financial condition, results of operations and prospects” for details.
CUSTOMERS
Our customers consist of consumers and business customers. For our online business, we
sell products through e-commerce platforms such as Tmall , JD.com , Douyin , VIP .com,
Pinduoduo and Kuaishou , and private domain platforms such as Weixin mini program and
Weixin channels. For our offline sales, we partner with a network of distributors and key
accounts to distribute our products. Additionally, we operate a physical interactive store which
serves as a touchpoint with consumers.
We typically determine the credit term granted to our business customers by assessing
factors such as business relationship and credit background. Our top five customers in each
year/period during the Track Record Period accounted for 25.0%, 31.7%, 32.6% and 33.9% of
our total revenue for the respective years/periods. Our largest customer accounted for
approximately 11.5%, 11.5%, 12.9% and 15.4% of our revenue in each year/period during the
Track Record Period.
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The following table summarizes information about our five largest customers by revenue in each year/period during the Track Record Period:
Ranking Customer Type Revenue
% of total
revenue
Commencement
of Business
Relationship Products Sold Credit Periods
Payment
Method
Background and
Principal Business
RMB’000 %
For the Six Months Ended June 30, 2025
1 /H1118/H1118/H1118/H1118/H1118Customer A (1) E-commerce Platform 111,932 15.4 September 2019 Car seats, strollers, cribs,
highchairs, tableware, cotton
products and paper products
50 to 60 days Wire transfer Online distributor services,
information technology service,
technology consulting services,
and e-commerce services
2 /H1118/H1118/H1118/H1118/H1118Customer B
(2) Distributor 57,179 7.9 April 2021 Car seats, strollers, cribs,
highchairs, tableware, cotton
products and paper products
Delivery upon
payment
Wire transfer Sales of children’s products, toys,
clothes and cosmetics
3 /H1118/H1118/H1118/H1118/H1118Customer C
(3) Key account 41,518 5.7 December 2019 Car seats, strollers, cribs,
highchairs, tableware and
cotton products
30 days Wire transfer Sales of children’s products and
general merchandise, online
shopping services
4 /H1118/H1118/H1118/H1118/H1118Customer D
(4) Distributor 25,647 3.5 April 2023 Paper products Delivery upon
payment
Wire transfer Offline distributor services
5 /H1118/H1118/H1118/H1118/H1118Customer E (5) Distributor 10,014 1.4 October 2021 Car seats, strollers, cribs,
highchairs, tableware and
cotton products
Delivery upon
payment
Wire transfer Offline distributor services
246,289 33.9
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(1) Customer A is a subsidiary of a leading e-commerce company listed on the NASDAQ and the Hong Kong Stock Exchange. This leading e-commerce company, h eadquartered
in Beijing, China, was founded in 2004. As of December 31, 2024, this leading e-commerce company’s total assets were RMB698.2 billion and it had approx imately 570,000
employees. Customer A’s registered capital is approximately US$1,398.0 million and had 10,184 employees as disclose in 2023.
(2) Customer B is a private company primarily engaged in the sale of a wide range of children’s products, including toys, apparel, cosmetics, and other related items. Established
in 2021, Customer B is headquartered in Zhejiang, China. Its registered capital was RMB1.0 million and had 11 employees as disclosed in 2024.
(3) Customer C is a leading company engaged in maternal and child product retail and value-added services founded in 2012. It is listed on the Shenzhen S tock Exchange and
headquartered in Nanjing, China. Customer C’s registered capital is approximately RMB1,243.9 million. As of December 31, 2024, Customer C’s total a ssets were RMB9,223.9
million and it had 10,999 employees.
(4) Customer D is a private company primarily engaged in offline distribution specializing in baby care products, including diapers, apparel, cosme tics and related items. Established
in 2021, it is headquartered in Shandong, China. Its registered capital is RMB0.2 million and it didn’t disclose its number of employees publicly.
(5) Customer E is a private company primarily engaged in offline distributor of baby care products, including diapers, apparel, cosmetics, and other related products. Founded in
2017, it is headquartered in Sichuan, China. Its registered capital was RMB0.5 million and had 3 employees as disclosed in 2024
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Ranking Customer Type Revenue
% of Total
Revenue
Commencement
of Business
Relationships Products Sold Credit Periods
Payment
Method
Background and
Principal Business
RMB’000 %
For the Y ear Ended December 31, 2024
1 /H1118/H1118/H1118/H1118/H1118Customer A E-commerce Platform 161,526 12.9 September 2019 Car seats, strollers, cribs,
highchairs, tableware, cotton
products and paper products
50 to 60 days Wire transfer Online distributor services,
information technology service,
technology consulting services,
and e-commerce services
2 /H1118/H1118/H1118/H1118/H1118Customer B Distributor 90,708 7.3 April 2021 Car seats, strollers, cribs,
highchairs, tableware, cotton
products and paper products
Delivery upon
payment
Wire transfer Sales of children’s products, toys,
clothes and cosmetics
3 /H1118/H1118/H1118/H1118/H1118Customer C Key account 86,106 6.9 December 2019 Car seats, strollers, cribs,
highchairs, tableware and
cotton products
30 days Wire transfer Sales of children’s products and
general merchandise, online
shopping services
4 /H1118/H1118/H1118/H1118/H1118Customer D Distributor 37,646 3.0 April 2023 Paper products Delivery upon
payment
Wire transfer Offline distributor services
5 /H1118/H1118/H1118/H1118/H1118Customer E Distributor 30,755 2.5 October 2021 Car seats, strollers, cribs,
highchairs, tableware and
cotton products
Delivery upon
payment
Wire transfer Offline distributor services
Total /H1118/H1118/H1118 406,741 32.6
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Ranking Customer Type Revenue
% of Total
Revenue
Commencement of
Business
Relationships Products Sold Credit Periods Payment Method
Background and
Principal Business
RMB’000 %
For the Y ear Ended December 31, 2023
1 /H1118/H1118/H1118/H1118/H1118Customer A E-commerce Platform 97,733 11.5 September 2019 Car seats, strollers, cribs,
highchairs, tableware, cotton
products and paper products
50 to 60 days Wire transfer Online distributor services,
information technology service,
technology consulting services,
and e-commerce services
2 /H1118/H1118/H1118/H1118/H1118Customer C Key account 68,409 8.0 December 2019 Car seats, strollers, cribs,
highchairs, tableware, cotton
products and paper products
30 days Wire transfer Sales of children’s products and
general merchandise, online
shopping services
3 /H1118/H1118/H1118/H1118/H1118Customer B Distributor 49,763 5.8 April 2021 Car seats, strollers, cribs,
highchairs, tableware, cotton
products and paper products
Delivery upon
payment
Wire transfer Sales of children’s products, toys,
clothes and cosmetics
4 /H1118/H1118/H1118/H1118/H1118Customer E Distributor 35,283 4.1 October 2021 Car seats, strollers, cribs,
highchairs, tableware and
cotton products
Delivery upon
payment
Wire transfer Offline distributor services
5 /H1118/H1118/H1118/H1118/H1118Customer D Distributor 18,540 2.3 April 2023 Paper products Delivery upon
payment
Wire transfer Offline distributor services
Total /H1118/H1118/H1118 269,728 31.7
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Ranking Customer Type Revenue
% of Total
Revenue
Commencement of
Business
Relationships Products Sold Credit Periods Payment Method
Background and
Principal Business
RMB’000 %
For the Y ear Ended December 31, 2022
1 /H1118/H1118/H1118/H1118/H1118Customer A E-commerce Platform 58,347 11.5 September 2019 Car seats, strollers, cribs,
highchairs, tableware, cotton
products and paper products
45 to 60 days Wire transfer Online distributor services,
information technology service,
technology consulting services,
and e-commerce services
2 /H1118/H1118/H1118/H1118/H1118Customer C Key account 30,362 6.0 December 2019 Car seats, strollers, cribs,
highchairs and tableware
30 days Wire transfer Sales of children’s products and
general merchandise, online
shopping services
3 /H1118/H1118/H1118/H1118/H1118Customer B Distributor 21,946 4.3 April 2021 Car seats, strollers, cribs,
highchairs, tableware, cotton
products and paper products
Delivery upon
payment
Wire transfer Sales of baby and toddler
products, toys, clothes and
cosmetics
4 /H1118/H1118/H1118/H1118/H1118Customer
F
(1)
Distributor 12,742 2.5 October 2021 Car seats, strollers, cribs,
highchairs, tableware and
cotton products
Delivery upon
payment
Wire transfer Offline distributor services
5 /H1118/H1118/H1118/H1118/H1118Customer
G
(2)
Distributor 3,544 0.7 August 2019 Car seats, strollers, cribs,
highchairs, tableware and
cotton products
Delivery upon
payment
Wire transfer Sales of nursery products, toys,
and clothes
Total /H1118/H1118/H1118 126,941 25.0
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(1) Customer F is a private company primarily engaged in offline distribution of baby care products, including
diapers, apparel, cosmetics, and other related products. Founded in 2012, it is headquartered in Sichuan, China.
Its registered capital is RMB0.5 million and it didn’t disclose its number of employees publicly.
(2) Customer G is primarily engaged in the sale of a wide range of children’s products, including toys, apparel,
and other related items. Established in 2019, Customer G is headquartered in Tianjin, China. Its registered
capital is RMB2.0 million and it didn’t disclose its number of employees publicly.
For salient terms of our top five customer contracts, see “— Our Sales Network — Online
Channels” and “— Our Sales Network — Offline Channels — Distributors” for details.
To the best knowledge of our Directors, none of our Directors, their respective associates
or any of our Shareholders holding more than 5% of our issued share capital immediately
following the completion of the Global Offering had an interest in any of our five largest
customers in each year/period during the Track Record Period.
SUPPLIERS AND SUPPLY CHAIN MANAGEMENT
Our suppliers consist primarily of e-commerce platforms, raw material suppliers and
third-party manufacturers. We purchase platform services and promotion services from
e-commerce platforms to support the online sales of our products. These services include
providing technical support, optimizing product display, enhancing consumer experience, and
boosting product visibility and targeted advertising and marketing campaigns. For products
that we manufacture in-house, such as car seats, we source raw materials from qualified
suppliers guided by our production plan and outsource certain processes. This strategic
approach allows us to balance cost-effectiveness with quality assurance, ensuring that our
products meet both market demands and our stringent quality standards. All raw materials and
components provided by our suppliers must comply with our quality control requirements.
We procure all raw materials used in our production facilities from third-party suppliers.
Our principal raw materials include plastic, steel, paper, cotton and fabrics. Our procurement
department handles the acquisition of raw materials, all of which were supplied by domestic
suppliers during the Track Record Period. In 2022, 2023 and 2024 and the six months ended
June 30, 2025, we procured core components, including safety belts, fabrics and hardware
components, from six, eight, eight and 15 third-party suppliers, respectively. In 2022, 2023 and
2024 and the six months ended June 30, 2025, our raw material costs represented 17.5%,
17.3%, 11.6% and 8.6% of our cost of sales in each year/period during the Track Record
Period. During the Track Record Period, fluctuations in the prices of major raw materials did
not impact our operational planning or product development. This was primarily due to our
well-established supply chain, which is designed to withstand market volatility. We have also
implemented a diversified sourcing strategy that allows us to procure raw materials from
multiple suppliers and regions. This approach not only mitigates the risks associated with price
fluctuations but also ensures the stability and continuity of our production processes.
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We strategically outsource certain components of our finished products, through which
we leverage their expertise and capabilities to produce in a cost-effective manner. In 2022,
2023 and 2024 and the six months ended June 30, 2025, the cost of components sourced from
third-party manufacturers accounted for 64.6%, 66.4%, 72.2% and 76.3% of our cost of sales,
respectively.
We maintain a network of suppliers to minimize potential interruptions to our business
operations and avoid over-reliance on any single supplier. Since the prices of raw materials and
components are influenced by the general supply-demand cycle, we closely monitor these
conditions and adjust our procurement plans accordingly in response to anticipated shortages
or price changes. We maintain close relationships with our suppliers, viewing this as a key
competitive advantage essential for maintaining a competitive pricing structure and ensuring
supply stability. During the Track Record Period, we did not encounter any difficulties in
sourcing suppliers for raw materials or experience any significant production disruptions due
to shortages.
Our aggregate purchases from our five largest suppliers in each year/period during the
Track Record Period accounted for 52.0%, 44.6%, 43.5% and 47.0% of our total purchases for
the respective years/periods. Our purchases from our largest supplier in each year/period
during the Track Record Period accounted for 19.6%, 15.3%, 12.9% and 14.1% of our total
purchases for the respective years/periods.
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The following table summarizes information about our five largest suppliers by purchase amounts in each year/period during the Track Record
Period:
Ranking Supplier Type
Purchase
Amount
% of Total
Purchase (1)
Commencement
of Business
Relationship Products Provided Credit Periods Payment Method
Background and
Principal Business
RMB’000 %
For the Six Months Ended June 30, 2025
1 /H1118/H1118/H1118/H1118/H1118Supplier A (2) Manufacturer 68,790 14.1 October 2022 Diapers 30 days Wire transfer R&D, manufacturing, sales and
processing services of children’s
products
2 /H1118/H1118/H1118/H1118/H1118Supplier B
(3) Platform services
provider
58,266 11.9 September 2019 Platform services and
promotion services
Fees need to be
prepaid
Prepaid Technology R&D, technology
consulting services, technology
achievement transfer services
and other technology services
3 /H1118/H1118/H1118/H1118/H1118Supplier D
(5) Manufacturer 44,094 9.0 December 2023 Diapers 30 days Wire transfer R&D, manufacturing, sales and
processing services of children’s
products
4 /H1118/H1118/H1118/H1118/H1118Supplier C
(4) Manufacturer 31,601 6.5 October 2022 Strollers 30 days Bank acceptance R&D, manufacturing, sales and
processing services of children’s
products
5 /H1118/H1118/H1118/H1118/H1118Supplier E
(6) Platform services
provider
27,145 5.5 September 2019 Platform services Fees need to be
prepaid
Wire transfer Online distributor services,
information technology service,
technology consulting services,
and e-commerce services
229,896 47.0
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(1) The total purchase amount in each year/period during the Track Record Period consists of the suppliers of raw materials and merchandise, and servi ces providers for platform
services, marketing activities and transportation.
(2) Supplier A is a private technical company and primarily engaged in R&D, manufacturing, sales and processing services of children’s products. Fou nded in 2016, it is
headquartered in Shandong, China. Its registered capital is approximately RMB20.0 million and had 29 employees as disclosed in 2023.
(3) Supplier B is a leading e-commerce company listed on the New Y ork Stock Exchange and the Hong Kong Stock Exchange. Supplier B, headquartered in Zhej iang, China, was
founded in 1999. As of December 31, 2024, Supplier B’s total assets were RMB1,804.2 billion and it had 204,891 employees.
(4) Supplier C is a private technical company and primarily engaged in R&D, manufacturing, sales and processing services of children’s products. Fou nded in 2021, it is
headquartered in Guangdong, China. Its registered capital is RMB1.0 million had 8 employees as disclosed in 2021.
(5) Supplier D is primarily engaged in R&D, manufacturing, sales and processing services of children’s products. Founded in 2014, it is headquartere d in Zhejiang, China. Supplier
D’s parent company is a publicly listed enterprise on Shenzhen Stock Exchange. Its registered capital is RMB200.0 million and it had 93 employees as of December 31, 2024.
(6) Supplier E is a leading e-commerce company listed on the NASDAQ and the Hong Kong Stock Exchange. This leading e-commerce company, headquartered i n Beijing, China,
was founded in 2004. As of December 31, 2024, this leading e-commerce company’s total assets were RMB698.2 billion and it had approximately 570,000 em ployees.
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Ranking Supplier Type
Purchase
Amount
% of Total
Purchase (1)
Commencement of
Business
Relationships Products Provided Credit Periods Payment Method
Background and
Principal Business
RMB’000 %
For the Y ear Ended December 31, 2024
1 /H1118/H1118/H1118/H1118/H1118Supplier A Manufacturer 117,799 12.9 October 2022 Diapers 30 days Wire transfer R&D, manufacturing, sales and
processing services of children’s
products
2 /H1118/H1118/H1118/H1118/H1118Supplier B Platform services
provider
113,189 12.4 September 2019 Platform services and
promotion services
Fees need to be
prepaid
Prepaid Technology R&D, technology
consulting services, technology
achievement transfer services
and other technology services
3 /H1118/H1118/H1118/H1118/H1118Supplier C Manufacturer 86,807 9.5 October 2022 Strollers 30 days Wire transfer R&D, manufacturing, sales and
processing services of children’s
products
4 /H1118/H1118/H1118/H1118/H1118Supplier D Manufacturer 46,248 5.1 December 2023 Diapers 30 days Bank acceptance R&D, manufacturing, sales and
processing services of children’s
products
5 /H1118/H1118/H1118/H1118/H1118Supplier E Platform services
provider
32,739 3.6 September 2019 Platform services Fees need to be
prepaid
Wire transfer Online distributor services,
information technology service,
technology consulting services,
and e-commerce services
Total /H1118/H1118/H1118 396,782 43.5
(1) The total purchase amount in each year during the Track Record Period consists of the suppliers of raw materials and merchandise, and services prov iders for platform services,
marketing activities and transportation.
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Ranking Supplier Type
Purchase
Amount
% of Total
Purchase (1)
Commencement of
Business
Relationships Products Provided Credit Periods Payment Method
Background and
Principal Business
RMB’000 %
For the Y ear Ended December 31, 2023
1 /H1118/H1118/H1118/H1118/H1118Supplier B Platform services
provider
93,133 15.3 September 2019 Platform services and
promotion services
Fees need to be
prepaid
Prepaid Technology R&D, technology
consulting services, technology
achievement transfer services
and other technology services
2 /H1118/H1118/H1118/H1118/H1118Supplier A Manufacturer 57,957 9.5 October 2022 Diapers 30 days Wire transfer R&D, manufacturing, sales and
processing services of children’s
products
3 /H1118/H1118/H1118/H1118/H1118Supplier C Manufacturer 51,025 8.4 October 2022 Strollers 30 days Wire transfer R&D, manufacturing, sales and
processing services of children’s
products
4 /H1118/H1118/H1118/H1118/H1118Supplier F
(2) Manufacturer 35,927 5.9 May 2021 Baby carriers 60 days Wire transfer R&D, manufacturing, sales and
processing services of children’s
products
5 /H1118/H1118/H1118/H1118/H1118Supplier G
(3) Manufacturer 33,827 5.5 August 2019 Strollers and
baby carriers
60 days Wire transfer R&D, manufacturing, sales and
processing services of children’s
products
Total /H1118/H1118/H1118 271,869 44.6
(1) The total purchase amount in each year during the Track Record Period consists of the suppliers of raw materials and merchandise, and services prov iders for platform services,
marketing activities and transportation.
(2) Supplier F is a private company primarily engaged in R&D, manufacturing, sales and processing services of children’s products. Founded in 2015, i t is headquartered in Jiangxi,
China. Its registered capital is RMB4.0 million had 261 employees as disclosed in 2023.
(3) Supplier G is a private company primarily engaged in R&D, manufacturing, sales and processing services of children’s products. Founded in 2015, i t is headquartered in Henan,
China. Its registered capital is RMB45.0 million had 78 employees as disclosed in 2024.
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Ranking Supplier Type
Purchase
Amount
% of Total
Purchase (1)
Commencement of
Business
Relationships Products Provided Credit Periods Payment Method
Background and
Principal Business
RMB’000 %
For the Y ear Ended December 31, 2022
1 /H1118/H1118/H1118/H1118/H1118Supplier B Platform services
provider
77,017 19.6 September 2019 Platform services and
promotion services
Fees need to be
prepaid
Prepaid Technology R&D, technology
consulting services, technology
achievement transfer services
and other technology services
2 /H1118/H1118/H1118/H1118/H1118Supplier G Manufacturer 59,477 15.1 August 2019 Strollers and
baby carriers
60 days Wire transfer R&D, manufacturing, sales and
processing services of children’s
products
3 /H1118/H1118/H1118/H1118/H1118Supplier H
(2) Manufacturer 26,812 6.8 December 2020 Cribs 45 days Wire transfer R&D, manufacturing, sales and
processing services of children’s
products
4 /H1118/H1118/H1118/H1118/H1118Supplier F Manufacturer 25,587 6.5 May 2021 Baby carriers 60 days Wire transfer R&D, manufacturing, sales and
processing services of children’s
products
5 /H1118/H1118/H1118/H1118/H1118Supplier E Platform services
provider
15,584 4.0 September 2019 Platform services Fees need to be
prepaid
Wire transfer Online distributor services,
information technology service,
technology consulting services,
and e-commerce services
Total /H1118/H1118/H1118 204,477 52.0
(1) The total purchase amount in each year during the Track Record Period consists of the suppliers of raw materials and merchandise, and services prov iders for platform services,
marketing activities and transportation.
(2) Supplier H is a private company primarily engaged in R&D, manufacturing, sales and processing services of children’s products. Founded in 2020, i t is headquartered in
Guangdong, China. Its registered capital is RMB5.0 million had 130 employees as disclosed in 2023.
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For salient terms of our top five supplier contracts, see “— Our Sales Network — Online
Channels” and “— Production And Supply Chain Management — Outsourced Production” for
details.
To the best knowledge of our Directors, none of our Directors, their respective associates
or any of our Shareholders holding more than 5% of our issued share capital immediately
following the completion of the Global Offering had an interest in any of our five largest
suppliers in each year/period during the Track Record Period.
OVERLAPPING OF CUSTOMERS AND SUPPLIERS
One of our five largest customers in each of 2022, 2023 and 2024 and the six months
ended June 30, 2025, Customer A, was also our supplier (Supplier E) in the same respective
years/periods. The customer was one of our online distributors and it also provided
e-commerce promotional services to us. On the sales side, our products are listed in Customer
A’s platform-operated online store, benefiting from platform traffic support and marketing
resources. On the supply chain side, Customer A provides comprehensive platform services for
our self-operated online store, including technical support, payment processing, order
management, and other essential operational functions to ensure a seamless shopping
experience for our customers. Additionally, through Customer A’s data analytics tools, we can
gain more useful consumer insights to guide product development and marketing strategies.
According to Frost & Sullivan, it is a common practice as a company serves as both a customer
and a supplier in the consumer goods industry. In each of 2022, 2023 and 2024 and the six
months ended June 30, 2025, (i) our purchases of their services from this supplier-customer
amounted to RMB15.6 million, RMB25.4 million, RMB32.7 million and RMB27.1 million,
respectively, accounting for 4.0%, 4.2%, 3.6% and 5.5% of our total purchase in the same
years/periods, and (ii) our sales to this supplier-customer amounted to RMB58.3 million,
RMB97.7 million, RMB161.5 million and RMB111.9 million, respectively, accounting for
11.5%, 11.5%, 12.9% and 15.4% of our total revenue in the same years/periods. Additionally,
in each of 2022, 2023 and 2024 and the six months ended June 30, 2025, our gross profit of
this supplier-customer amounted to RMB29.7 million, RMB50.1 million, RMB80.7 million
and RMB58.4 million, respectively, accounting for 12.3%, 11.7%, 12.8% and 16.3% of our
total gross profit in the same years/periods.
Our sales and purchases with this supplier-customer were not inter-conditional with each
other. All of our sales to and purchases from this supplier-customer were conducted in the
ordinary course of business under normal commercial terms and on an arm’s-length basis. The
terms with this supplier-customer were generally comparable to those with other suppliers and
customers. There was no instance of set-off trade receivables from this supplier-customer with
trade payables to our Company during the Track Record Period. Save as disclosed above, to the
best of our knowledge, none of our five largest customers in each year/period during the Track
Record Period was a supplier of us, and none of our five largest suppliers in each year/period
during the Track Record Period was a customer of us.
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THIRD-PARTY PAYMENT ARRANGEMENTS
Background
In 2022, 2023 and 2024, we received payments made by third parties to settle the amounts
that several customers owed to us in connection with their purchases of our products. In 2022,
2023 and 2024, the aggregate amount settled through such third-party payments was RMB45.3
million, RMB100.1 million, and RMB75.6 million, respectively, accounted for 8.2%, 10.8%,
and 5.5% of our total amount received from our customers during the corresponding
years/periods. In 2022, 2023 and 2024, the number of distributors that settled payments
through third-party channels, referred to as “Third-Party Settled Customers,” was 46, 56, and
100, respectively. The increase was mainly due to the growth of our business volume and the
large-scale expansion of our customers. Specifically, in 2023 and 2024, our Company’s
expanded product portfolio, especially the rapid growth of our baby care products business, led
to the addition of numerous distributors focusing on our new product categories. No individual
Third-Party Settled Customer made a material contribution to our revenue in 2022, 2023 and
2024.
Reasons for Utilizing Third-Party Payments
In 2022, 2023 and 2024, the Third-Party Settled Customers were primarily small and
mid-sized distributors that settled payments through third parties, referred to as “Third-Party
Payers,” that were typically legal representatives, controlling Shareholders, family members,
employees, or other affiliated individuals connected to the Third-Party Settled Customers. The
use of third-party payments by these customers was mainly due to the small scale of their
operations, which made it more convenient for them to process payments through the bank or
Alipay accounts of the Third-Party Payers. We typically required Third-Party Settled
Customers to provide identification of their legal representative, a copy of their business
license, and other necessary basic information during the onboarding process. Our standard
distribution agreements also include specific terms governing third-party payment
arrangements to ensure transparency and compliance. For each third-party payment order, we
maintain detailed order records to track and identify any potential risks. Additionally, we have
signed third-party payment agreements with some of our partnered customers, to ensure that
those third-party accounts are used exclusively for paying distribution product fees and not for
any other improper purposes. Furthermore, when receiving payments from a third party, we
verify the payer’s identity against our customer’s business license. If the payer is not listed as
the legal representative, we conduct additional verification with the customer’s legal
representative or responsible person to confirm the payer’s identity. According to Frost &
Sullivan, it is a common practice in China’s nursery product industry for entities to settle
payments through Third-Party Payers, primarily because (i) small and mid-sized distributors
usually prefer to use the personal accounts of legal representatives, controlling Shareholders,
family members, employees, or other affiliated parties, as corporate accounts can be
cumbersome to manage; and (ii) these distributors appoint family members as finance
managers, whose personal bank accounts are often used for payments. In 2022, 2023 and 2024,
we did not initiate any third-party payment arrangements, and we only received payments
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from Third-Party Payers upon the request of the Third-Party Settled Customers. Additionally,
the pricing and payment terms of the agreements with the Third-Party Settled Customers were
in line with those of other customers, and we did not provide any discounts, commissions,
rebates, or other benefits to either Third-Party Settled Customers or Third-Party Payers to
facilitate or encourage these payment arrangements, without initiating such arrangements
ourselves. In 2022, 2023 and 2024, all of the Third-Party Settled Customers and the
Third-Party Payers were independent third parties to us. As of the Latest Practicable Date, there
were no payments from the Third-Party Settled Customers and/or the Third-Party Payers
outstanding and/or withdrawn.
To the best knowledge of our Directors, in 2022, 2023 and 2024, (i) our third-party
payments are backed by legitimate transaction and commercially reasonable arrangements; (ii)
there is no concealment or misrepresentation of the origin or nature of any criminal proceeds
or income derived from such proceeds, which means these payments do not constitute money
laundering, nor do they involve any situation that would lead to civil and criminal liability
under applicable PRC laws and regulations; (iii) the third-party payments we accepted were not
intended to circumvent any applicable PRC tax laws and regulations or other applicable PRC
laws and regulations, and we had fully paid all taxes applicable to the payments we received
from the Third-Party Payers according to applicable PRC tax laws and regulations; and (iv) we
had not been subject to any inquiry, investigation or administrative penalties by the competent
government authorities concerning the PRC tax laws and regulation as a result of the
third-party payments we received. Based on the foregoing, our PRC Legal Advisor is of the
view that the third-party payments we accepted in 2022, 2023 and 2024 did not contravene
applicable PRC laws or regulations. Based on the foregoing, nothing has come to the attention
of the Joint Sponsors to disagree with the aforementioned view of the Directors and the PRC
Legal Advisor in any material respect.
Implication and Termination of the Third-party Payment Arrangements
We ascertained the implications of the third-party payment arrangements through
interviewing nine Third-Party Settled Customers which represents the top five Third-Party
Settled Customers in 2022, 2023 and 2024 and obtaining confirmations from 36 Third-Party
Settled Customers in respect of the details of their Third-Party Payers. The payments under the
third-party payment arrangements represented approximately 82.6%, 93.6%, and 92.0% of
total third-party payments we received in 2022, 2023 and 2024, respectively. The confirmations
include:
 The third-party payment arrangements were voluntary arrangements between the
Third-Party Settled Customers and their Third-Party Payers. We did not propose any
such arrangements and, except for accepting the payments, did not participate in
such arrangements in any other way;
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 The Third-Party Settled Customer’s delegation of payment obligations to their
Third-Party Payers involve genuine underlying business transactions between the
Third-Party Settled Customers and us. The third-party payments are not used for
bribery or other illegitimate purposes;
 The Third-Party Settled Customers and their Third-Party Payers did not receive any
financial aid from us. Funds involved in the third-party payments were from legal
sources and such third-party payment arrangements were not used for illegal
activities such as money laundering;
 The third-party payment arrangements did not involve any additional tax
arrangement;
 The payment obligation of the Third-Party Settled Customers shall be deemed to be
fully performed after the designated Third-Party Payers paid the amount due;
 The designated Third-Party Payers have not and will not request for the return of
funds paid to us under the third-party payment arrangements;
 The Third-Party Settled Customers and their Third-Party Payers also made payments
to the counterparties through third-party payment arrangements in the course of
business operations. Such third-party payment arrangements are not uncommon in
their business operations; and
 The third-party payment arrangement did not involve any cross-border payments or
require approval from the SAFE.
Cessation of Third-party Payments
To mitigate risks associated with third-party payments, we discontinued all third-party
payments since December 15, 2024. We have amended and enhanced our internal control
measures for preventing future utilisation of third-party payment arrangements, and set out
clear restrictions on third-party payment arrangements including:
 For corporate customers, all payments must be made by the relevant corporate
customer to the Group directly;
 For customers who are individual industrial and commercial households, only
payments from the relevant operator is accepted by the Group; and
 The Group’s finance department will cross check the payor identity prior to despatch
of products to ensure due compliance with the internal control measures and any
payments from third-party shall be rejected and returned.
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As confirmed by each of the executive Directors, the CFO and the Director of supply
chain and manufacturing of the Company, the Group has ceased to accept third-party payment
since December 15, 2024. We believe that the cessation of third-party payments has had, and
will continue to have, no material adverse impact on the business, financial condition or results
of operations of our Group. As advised by the Internal Control Consultant, no breach of the
third-party payment restriction has been identified from the sample check conducted.
Considering (i) the aforementioned internal control measures strictly mandate that payments
can only be made by the relevant corporate customer or operator, thereby directly reducing the
likelihood of third-party payments; (ii) our finance department will also cross check the payor
identity and we will also conduct regular review on the effectiveness of the aforesaid internal
control measures and promptly address any abnormalities and malfunctions; and (iii) no breach
of the third-party payment restriction has been identified from the sample check conducted, our
Directors, as advised by the Internal Control Consultant, are of the view that the internal
control measures adopted by the Group is adequate and effective in preventing future
utilisation of third-party payment arrangement. Based on the independence due diligence work
performed by the Joint Sponsors and having considered the work and procedures performed by
the internal control consultant, nothing has come to the attention of the Joint Sponsors to
disagree with the view of the Directors.
INFORMATION TECHNOLOGY
IT Systems
To streamline our operations and improve efficiency, we have implemented a suite of
information technology systems that support key business functions across our Company.
These systems work together to optimize processes, improve data accuracy, and enhance
collaboration across departments. Below are the key aspects of our IT infrastructure:
 Procurement and production optimization . Our specialized systems help streamline
procurement and production workflows, ensuring the timely and accurate
management of materials and resources.
 Product traceability . We have introduced a traceability system that allows
consumers to verify the authenticity of our products using unique codes, reinforcing
product quality and strengthening brand trust.
 Financial management . Our financial management system automates key processes
such as data tracking, report generation, and financial oversight, promoting
transparency, accuracy, and compliance across all financial operations.
 Operations support . The operations management system stabilizes our daily
business functions, minimizing disruptions and maintaining smooth, secure
workflows throughout the organization.
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 R&D management . Our R&D management system streamlines the product
development process, from initial planning to final execution, supporting innovation
and improving R&D efficiency. Additionally, we protect sensitive documents and
key company records through robust encryption systems to maintain data security.
 Warehouse management . A dedicated warehouse management system optimizes
inventory control, providing real-time tracking and improving the accuracy of stock
management.
 Human resource management . Our human resources system supports all aspects of
human resources operations, from recruitment and onboarding to performance
tracking, compensation management, and human resources analytics.
By integrating these systems, we create a connected platform that links procurement,
production, sales, and other core functions, driving operational efficiency and ensuring smooth
coordination across the business. During the Track Record Period, we were not aware of any
material IT system breakdown which adversely affected our operations.
Data Privacy and Security
With the prior consent of our consumers, we collect and maintain certain consumer
information during the ordinary course of business, strictly to the extent necessary for the sale
and delivery of our products and the provision of related services. We only collect personal
data through our mobile app and private domain platform. No data is collected via any other
channels. On our mobile app, which was designed to enable customers to connect and control
their car seats via Bluetooth, we may collect consumers’ mobile phone numbers for user
registration. On our private domain platform, we gather personal and behavioral data, including
(i) membership information such as member ID, membership level, and loyalty points and
contact details including name, phone number, gender, date of birth and profile image,
primarily for membership management purposes; (ii) transaction and browsing data, including
order history, product SKUs, and payment records, to facilitate order processing and enable
targeted offers; and (iii) marketing-related data, including customer service records, as well as
template and delivery log information from SMS, push notifications, and Weixin messages,
aimed at managing membership service communications effectively. During the Track Record
Period and up to the Latest Practicable Date, we have not received any notification from the
relevant authority that the data processed has been determined to be important data or core
data, was not involved in any investigation of data processing activities that affect or may
affect national security, and have not conducted any cross-border data transmission. We strictly
comply with data privacy and security regulations. See “Regulatory Overview — Regulations
Relating to Cybersecurity, Data Security, and Privacy Protection” for details.
We have allocated substantial resources to implementing advanced information security
technologies and management practices to safeguard the personal data of our consumers and
employees throughout the entire data lifecycle. Specifically, we employ advanced protection,
encryption and disaster backup techniques for data storage and transmission, conduct regular
audits to identify and mitigate potential security vulnerabilities and provide comprehensive
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training to our employees on data privacy and security protocols. Our network and computers
are equipped with enterprise-grade hardware and anti-virus software to ensure data integrity.
Furthermore, we have established stringent access controls and monitoring mechanisms,
supported by robust policies for information security management, account and authorization
management, and data security oversight. These systems are designed to prevent unauthorized
access and ensure compliance with domestic data protection standards. We also comply with
applicable laws and regulations through the establishment of strict information protection
policies and procedures covering all aspects of data collection, storage, use, and sharing.
Regular audits and risk assessments further enhance our data protection systems, allowing us
to address the evolving complexities of information security. As of the Latest Practicable Date,
we were in compliance with relevant laws and regulations, completing the network security
level assessments of our major systems and filing the corresponding information system
security level protection records. Our cloud servers are equipped with advanced cloud firewalls
and disaster recovery systems, enabling us to defend against malicious attacks and recover in
the event of an incident.
In addition, we have established a robust management system to oversee third-party
collaborations involving data processing, including record-keeping, compliance monitoring,
and evaluation. For third-party service providers such as order management systems, mini
program software, logistics services and third-party payment channels, we have signed data
protection agreements outlining rights, obligations, and compliance requirements. For
customer information management system providers, we have required written commitments to
implementing encryption, data masking, and secondary verification for personal and sensitive
data.
During the Track Record Period and up to the Latest Practicable Date, our PRC Legal
Advisor is of the view that we did not experience any material data breaches, losses, or
unauthorized use of consumers’ personal information. As advised by our PRC Legal Advisor,
we were in compliance with the applicable laws and regulations with respect to data security
and personal information protection during the Track Record Period and up to the Latest
Practicable Date in all material respects.
INTELLECTUAL PROPERTY
We believe that our brand and our intellectual property rights, including our trademarks,
patents, copyrights and domain names, are important to our future business development. In
optimizing the value of our intellectual property rights, we effectively manage, safeguard and
protect them in both domestic and overseas markets. We acquired patents from an independent
third party primarily engaged in the import and export of technologies and goods, as well as
the manufacturing and sale of nursery products, automobile parts, and accessories. These
patents related to foaming technologies, which included invention patents and utility model
patents, have been used in the manufacturing process of car seats. We strategically acquired
these patents in order to (i) avoid potential intellectual property infringements, (ii) obtain
patent protection more efficiently than through complex patent filing processes, and (iii)
accelerate the commercialization of our car seats and lower related R&D costs. These
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acquisitions took place prior to and during the year 2022, with total considerations amounting
to RMB49.5 million. Revenue generated from car seats are RMB140.8 million, RMB188.0
million, RMB207.4 million, RMB91.2 million and RMB99.0 million in 2022, 2023 and 2024
and the six months ended June 30, 2024 and 2025, respectively. In acquiring these patents, we
considered the following factors when determining the corresponding consideration: (1) the
patent’s R&D costs, (2) the technological advantages and market scarcity of the patent, and (3)
the patent’s legal status. During the process of acquiring the patent, we also acquired the
relevant machinery and equipments together with the patent from this independent third
parties. Additionally, we maintain an ongoing business relationship with some original patent
owners for the purchase and sale of equipment and raw materials. Apart from the above-
mentioned, there is no past or present relationship between the seller and our Company, our
Company’s subsidiaries, Directors, Shareholders, senior management, or any of their
respective associates. We believe that by acquiring these patents, we can integrate advanced
foam-related technologies into our existing technological framework, enhancing our product
performance and driving innovation. This will not only strengthen our existing market share
but also open up new market opportunities. Additionally, as a defensive measure, acquiring
patents can help us avoid potential intellectual property disputes with competitors.To be
specific, acquiring such relevant technology patents not only deters potential litigation from
competitors by raising the cost of initiating lawsuits, but also equips us with counterclaim
leverage in the event of legal disputes. If challenged, the acquired patents can be used to assert
infringement against the opposing party, thereby increasing the likelihood of settlement or
cross-licensing. Moreover, securing these patents can proactively eliminate potential
intellectual property barriers, ensuring smoother business operations while enhancing our
corporate value and reinforcing our brand image. The net book value of patents stood at
RMB26.1 million as at June 30, 2025. To the best knowledge of our Directors, during the Track
Record Period and up to the Latest Practicable Date, there had been no material incident
relating to our infringement of third parties’ intellectual property rights.
As of June 30, 2025, we had 603 registered trademarks, 200 registered patents, and
42 copyrights in China, as well as 104 registered trademarks and 17 registered patent
internationally. We hold patents of three different categories, namely, invention patents, utility
patents and design patents. As of June 30, 2025, we held ten invention patents, 93 utility
patents and 97 design patents in China, and our registration applications for ten invention
patents, 13 utility patent and 12 design patents in China were pending. See “Appendix IV —
Statutory and General Information” for details.
We actively defend against infringement of our intellectual property rights and any
counterfeiting of our products. We recognize that counterfeiters copy our newly developed and
innovative products and designs, and that counterfeiting may continue to affect our brand
image. Therefore, consistent with our commitment to product quality control, we maintain high
vigilance in monitoring counterfeiting and aggressively guard against counterfeiting by
engaging in cooperative relationships with our distributors and other companies to assist us in
the detection of counterfeit products by inspecting suspicious products. When counterfeit
products are detected, we dedicate top management support and resources to enforce our rights.
During the Track Record Period and up to the Latest Practicable Date, we are not involved in
any material lawsuit or threatened action with respect to our intellectual property rights.
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In addition, we have established an internal counterfeiting warning system that allows our
various internal departments to share information rapidly and to take immediate action upon
detection of counterfeit products. During the Track Record Period and up to the Latest
Practicable Date, we were not aware of any material incident of counterfeit products which
adversely affected our operations, nor any material incident involving infringement of
intellectual property rights by us which adversely affected our operations.
EMPLOYEES
As of June 30, 2025, we employed 641 full-time employees, the majority of whom are
based in Shanghai, Ningbo and Kunshan. As advised by our PRC Legal Advisor, during the
Track Record Period and up to the Latest Practicable Date, our employment practices for
dispatched workers was in compliance with relevant requirements under applicable PRC laws
and regulations regarding labor dispatch in all material aspects. The following table sets forth
our number of employees by function as of June 30, 2025.
Division
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/H111892 14.4
Manufacturing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118111 17.3
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/H1118383 59.8
Management and administration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855 8.6
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/H1118641 100.0
Remuneration
Our success depends on our ability to attract, retain and motivate qualified personnel. As
part of our human resources strategy, we offer employees competitive salaries, performance-
based cash bonuses and other incentives. Employee remuneration is determined based on
factors such as qualifications, contributions and years of experience. As part of our
remuneration policies for our key personnel, we have in place a Share Incentive Plan, which
is designed to provide incentives and rewards to our valuable employees. See “Appendix IV
— Statutory and General Information” for details. We believe that by recognizing their
contributions with a shareholding stake in our Company, we are aligning their interests with
our interests, thereby encouraging their continued commitment to our long-term success.
Welfare Contributions
As required under PRC laws and regulations, we participate in various employee social
security plans organized by applicable local municipal and provincial governments, including
housing, pension, medical, work-related injury and unemployment benefit plans. We are
required to make contributions to employee benefit plans at specific percentages of employee
salaries, bonuses and certain allowances of our employees, up to a maximum amount specified
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by the local government from time to time. We participate in and make contributions to those
social security plans and employee benefit plans. During the Track Record Period and up to the
Latest Practicable Date, we have not experienced any material labor disputes or any difficulty
in recruiting staff for our operations.
Training
We have implemented a robust training policy aimed at fostering the continuous
development and growth of our employees. As part of this policy, we conduct a variety of
training programs annually, covering areas such as management and leadership skills,
technological advancements, business development and legal and regulatory compliance. For
our customer service and manufacturing teams, we provide standardized pre-employment and
on-the-job training to uphold the quality of our services and products. These training sessions
are delivered by a combination of internal speakers, who possess extensive experience and
knowledge within our Company, and third-party consultants who bring in external expertise
and industry best practices. Through these diverse training opportunities, we aim to enhance
the skills and capabilities of our employees, ensuring they remain well-equipped to meet the
evolving demands of our industry and contribute effectively to our success.
Social Insurance and Housing Provident Funds
Background and Reasons for Non-compliance
Under applicable PRC laws and regulations, we are required to participate in government-
sponsored employee benefit plans, including social insurance, housing provident funds, and
other welfare-related programs. Contributions to these plans must be made in amounts equal
to specified percentages of employees’ salaries, bonuses, and allowances, up to a cap
determined by local government regulations at the locations where our employees are based.
During the Track Record Period and as of the Latest Practicable Date, we did not fully
contribute to social insurance and housing provident funds based on the actual salaries of our
employees primarily because (i) our labor force, especially in sales and production roles, is
highly mobile, which has made it infeasible for us to make full contributions in time for the
relevant employees that left us shortly after joining; (ii) certain employees were not willing to
bear their share of social insurance and housing provident funds strictly in portion to their
salary, and (iii) a certain number of our employees are migrant workers who are typically not
willing to participate in the social welfare schemes of the city where they temporarily reside
as such contributions are not transferable among cities. In 2022, 2023 and 2024 and the six
months ended June 30, 2025, the aggregate shortfall of social insurance and housing provident
fund contributions amounted to RMB5.9 million, RMB7.7 million, RMB9.4 million and
RMB5.4 million, respectively.
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Legal Consequences
According to PRC laws and regulations, under-contribution to social insurance may
subject us to compensate for the delayed payment amount within a prescribed period and to pay
a daily overdue charge of 0.05% of the delayed payment amount. Failure to comply within the
prescribed timeline may lead to fines ranging from one to three times the overdue amount.
Additionally, pursuant to applicable PRC laws and regulations, if the employer fails to register
and establish an account for housing provident fund contributions, the authority could order the
employer to correct it within a prescribed time limit, where failure to do so at the expiration
of the time limit shall result in a fine of not less than RMB10,000 nor more than RMB50,000
being imposed. Similarly, if there is any failure to pay the full amount of housing provident
fund as required, the competent housing provident fund management center may require
payment of the outstanding amount within a prescribed period. If the payment is not made
within such time limit, the authorities may seek enforcement through the PRC courts. We might
also be subject to potential labor disputes arising from such arrangements with the relevant
employees.
Pursuant to the Urgent Notice of the General Office of the Ministry of Human Resources
and Social Security on Implementing the Guidelines of the Executive Meeting of the State
Council to Practically and Effectively Stabilize the Collection of Social Insurance Payments
(൬ᅄϗʈ
) promulgated on September 21, 2018, by the Ministry of Human Resources
and Social Security, administrative authorities are prohibited from organizing centralized
collection efforts for historical social insurance arrears.
Internal Control and Remedial Measures
We have implemented a framework of internal controls with the objective of achieving
full contributions for social insurance and housing provident funds in compliance with
applicable laws and regulations. We have taken the following internal control measures,
promulgated in December 2024, to ensure compliance with the social insurance and housing
provident fund contribution requirements under the relevant laws and regulations to the extent
practicable:
 Training. Strengthen the training of our personnel, including training on various
compliance-related topics for our employees;
 Communicating with employees. Actively communicate with employees to ensure
compliance with the appropriate contribution base, which may also require them to
bear additional contributions to social security and housing fund;
 Internal control measures. Establish an internal control team to monitor our ongoing
compliance with the social insurance and housing provident fund contributions
regulations and oversee the implementation of any necessary measures;
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 Increasing awareness of developments in the law. Regularly keep abreast of the
latest developments in PRC laws and regulations relating to social insurance and
housing provident funds; and
 External counsel. Consult external legal counsel for advice on relevant PRC laws
and regulations.
Notwithstanding these efforts, we have encountered practical limitations that have
impeded full contributions for social insurance and housing provident funds, including high
workforce mobility, reluctance among certain employees to bear their legally required share of
contributions, and administrative barriers related to migrant workers.
Our PRC Legal Advisor and our Directors are of the view that the aforementioned failure
to fully contribute to social insurance and housing provident funds would not have a material
adverse effect on our business, financial condition or results of operations, based on the
following considerations: (i) consultations with competent government authorities covering
substantially all of our employees indicate that they had not received any employee complaints
regarding social insurance and housing provident funds and would not voluntarily initiate
regulatory actions to require supplementary contributions or impose penalties in the absence of
such complaints; (ii) during the Track Record Period and up to the Latest Practicable Date, we
had not been subject to any administrative penalties related to social insurance or housing
provident fund contributions; (iii) we were not aware of any material employee complaints or
material labor disputes concerning social insurance or housing provident funds during the
Track Record Period and up to the Latest Practicable Date; (iv) as of the Latest Practicable
Date, we had not received any notifications from the relevant government authorities requiring
payment of shortfalls or overdue charges for social insurance or housing provident funds; and
(v) as advised by our PRC Legal Advisor based on the aforementioned and taken into account
Supreme People’s Court’s Interpretation (II) on Several Issues Concerning the Application of
Law in Labor Dispute Cases (༆ᙑ
(ɚ)), which took effect on September 1, 2025, in the absence of material employee
complaints, the likelihood of being subject to material administrative penalties or collection of
historical arrears is remote. As a result, we had not made any provision for the shortfall in our
social insurance and housing provident fund contributions during the Track Record Period and
up to the Latest Practicable Date.
Pursuant to the Article 19(1) of the New Judicial Interpretation, if an employer and an
employee agree or the employee commits that social insurance contributions are not required
to be paid, the People’s Court shall deem such agreement or commitment invalid, and where
an employer fails to pay social insurance contributions, and the employee requests to terminate
the labor contract and claims economic compensation from the employer in accordance with
the PRC Labor Contract Law, the People’s Court shall support such claims. See “Regulatory
Overview – Regulations Relating to Employment, Social Insurance and Housing Fund” for
details. Our PRC Legal Advisor and our Directors are of the view that the New Judicial
interpretation would not have a material adverse effect on our business, financial condition or
results of operations, based on the following considerations: (i) as advised by the PRC Legal
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Advisor, upon its implementation, the New Judicial Interpretation will not affect the
compliance status of our social insurance and housing provident fund contributions, (ii) it will
not influence the assessment of any contribution shortfalls or increase our exposure to
penalties, as there have been no agreements or commitments between our employees and our
Company to waive social insurance contributions as confirmed by the Company, and (iii) any
shortfall in social insurance and housing provident fund contributions, regardless of the reason
(including cases resulting from employees’ election), has been included in our shortfall
calculation.
Nevertheless, we cannot assure you that the relevant local governmental authorities will
not take a contrary view or require us to pay outstanding amounts, late fees or fines, pecuniary
penalties or other administrative actions on us. Any investigations, penalties, or legal disputes
related to noncompliance with labor laws could adversely impact our business, financial
condition and results of operations. See “Risk Factors — Risks Relating to Our Business and
Industry — We may be subject to additional contributions of social insurance and housing
provident fund and late payments and fines imposed by relevant governmental authorities” for
details.
We have been actively communicating with the relevant local government authorities. We
commit to promptly fulfilling our obligations as required as soon as practicable in the event
that we receive the notification from the relevant government authorities, if any, to require us
to rectify, make timely payments, or pay the outstanding amounts due to any deficiencies in our
social insurance and housing provident funds in full cooperation with relevant competent
government authorities.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS
Our ESG subject areas mainly include supply chain management, employee management,
corporate governance, energy consumption and waste generation. We are dedicated to improve
the ESG performance of ourselves and, to the extent practicable, our stakeholders such as
distributors and suppliers. With respect to our own operation, we have identified specific
metrics and set performance targets based on their historical levels. Upon our Listing, our
Board will take overall responsibility of our ESG strategy, become directly involved in setting
up and periodically reviewing our ESG policies, and evaluate our ESG strategies, priorities and
targets.
ESG Governance
We have implemented a structured ESG framework to facilitate effective governance,
cross-department collaboration and compliance monitoring for sustainable business practices.
Our ESG governance structure clearly defines roles and responsibilities to maintain
strong oversight. The Board is responsible for setting ESG strategies and objectives,
overseeing their execution, and conducting an annual review of the sustainability strategy to
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make necessary adjustments. We also have ESG task force to manage the operational aspects,
including data collection, internal communication and training. It collects KPI data every six
months and assists the Board in identifying, assessing and monitoring risks across departments
annually.
Our functional departments, including research and development, production, brand
operations and sales, collaborate closely to implement ESG strategies based on their specific
roles and responsibilities. Additionally, the internal audit department conducts regular
evaluations to monitor ESG-related activities and verify compliance with information
disclosure standards.
We have also adopted an ESG risk assessment and management model that integrates ESG
compliance into day-to-day operations, including the creation of an ESG risk repository for
environmental risk, social risk and governance risk, with designated personnel in each
department responsible for identifying and managing ESG risks. We conduct annual risk
assessments based on the completeness of institutional processes and management practices,
allowing us to continually optimize and improve ESG-related operations.
We have established a comprehensive ESG strategy that outlines strategic planning
related to supply chain management, product quality, and energy consumption. Our ESG
objectives are integrated into our business operations to drive sustainable development and
long-term value creation.
We have set company-level core objectives to ensure sustainable growth and operational
efficiency, including:
 Sales growth, business expansion and per capita productivity
 Asset efficiency
 Cash flow management
 Customer-centric approach
 New product commercial success rate
 Organizational capability building
 Innovation
 Cost reduction and efficiency enhancement
 Supply chain development
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To effectively measure the implementation of our ESG objectives, we have established
specific performance assessment indicators (KPIs) that cover various critical aspects, including
but not limited to:
 Emission and energy management : type and amount of emission and energy
consumed, fulfillment rate for emission reduction goals
 Pollutant management : number of complaints and penalties received, etc.
standardized indicator for each type of pollutant
 Compliance and quality management : number of successful system audits, timely
closure rate of audit findings
 Customer experience : quality issue resolution rate, domestic and international
customer complaint rates, quality-related production stoppages, incoming material
acceptance rate
 Production efficiency : production achievement rate, per capita productivity,
production yield rate capacity fulfillment rate
 Employment management : employee turnover rate, number of remuneration and
employee rights related complaints and disputes, ratio of ESG performance
indicator, diversity of employee, employee satisfaction rate, number of bribery
litigations, fraud incidents, and anonymous tips
 Workplace safety : number of occupational safety incidents frequency of sanitization
and safety inspections
 Product innovation and market performance : Customer-centric new product
commercial success rate (complaint rate, customer satisfaction, on-time delivery
rate, and business expansion)
 Talent training and development : employee retention rate, employee training rate,
number of forced labor and juvenile employment related complaints and disputes
 Technological innovation : development and application of new processes,
technologies, and materials
 Supply chain optimization : number of high-quality suppliers, supply chain
sustainability
 Product liability : number of products recalled, number of products, service and
promotion related complaints, disputes and incidents, consumer satisfaction rate
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 Board governance : diversity of the board and senior management, number of
interest risk incidents, relevance of senior management remuneration with ESG
performance indicator
We have identified and assessed 46 ESG related risks covering environmental, social, and
governance aspects, and formulated corresponding risk mitigation strategies. Through our ESG
risk assessment and management framework, we ensure that ESG compliance and corporate
culture are embedded into our daily operations. ESG risks are assigned to responsible
departments based on their respective functions, with designated personnel overseeing
management and supervision. Based on the completeness of institutional processes and
management measures, we conduct annual ESG risk assessments and continuously refine our
ESG management system to enhance corporate sustainability and long-term competitiveness.
To manage risks related to ESG issues, we enhance our internal control system by
incorporating the protection of our customers’ environmental information into our credit
management process, in line with the latest international and local policies. Additionally, we
use a classification system to categorize environmental and social issues into three levels,
namely core, important and general levels. Such classification helps us prioritize these issues
based on our business strategies and stakeholder input. At the same time, we actively pursue
opportunities arising from climate change by continuously developing green financial products
and services.
Assessment of Climate Risks and Opportunities
Climate change poses notable risks to business operations, including physical and
transition risks. Guided by the recommendations of the Task Force on Climate-Related
Financial Disclosures (“ TCFD ”) we evaluate and address these risks, incorporating mitigation
measures into our operations to support sustainable development.
 Physical Risks encompasses both acute and chronic risks.
/H9265Acute risks result from extreme weather events such as floods, storms and
heatwaves, which can disrupt our warehousing and logistics operations. These
disruptions often lead to higher repair costs for damaged infrastructure, supply
chain delays and contractual issues that reduce business volumes. Such events
can also cause factory downtime and financial losses, affecting overall
operational resilience.
/H9265Chronic risks arise from long-term climate changes, such as sustained high
temperatures. These conditions can impact employee health and safety,
requiring protective measures such as heat-related allowances and enhanced
safety protocols. Over time, these measures can increase labor costs, adding
financial strain to operations.
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 Transition Risks are linked to the shift toward a low-carbon economy and arise from
regulatory changes, technological developments and evolving market demands.
/H9265Adapting to these changes often involves costs, such as implementing
energy-efficient systems, renewable energy solutions or green infrastructure.
Failure to comply with environmental regulations can lead to penalties or
operational disruptions.
/H9265Climate policies also influence consumer preferences, with increasing demand
for sustainable supply chain solutions. Businesses reliant on unsustainable
practices may face reduced demand, while transitioning to greener alternatives
requires significant investments in technology and processes. Aligning
operations with these changes is essential for maintaining competitiveness and
supporting sustainable growth.
To manage climate-related risks, we have incorporated energy efficiency goals and
emission reduction strategies into our operations, which strengthens our sustainability efforts
and addresses the challenges posed by climate change. We have systematically identified and
prioritized key ESG topics by engaging with stakeholders, including employees, customers and
investors, to understand their concerns.
In alignment with industry trends, strategic goals, and international standards — such as
the Hong Kong Stock Exchange Environmental, Social and Governance Guide, the Global
Reporting Initiative, the Sustainability Accounting Standards Board, and the TCFD, we
conducted a thorough analysis of both internal and external factors, leading to the
identification of 26 material ESG topics/issues. These material ESG topics/issues were
determined following a comprehensive materiality assessment, which integrated analysis of
industry trends, future challenges, potential business impacts and feedback from a wide range
of stakeholders. We conducted ten stakeholder surveys to gather input on the prioritization of
these issues. The ESG committee and Board reviewed the results and approved the final
priorities to make sure that they align with our overall strategic direction.
We regularly update these topics in response to external developments and stakeholder
feedback. The evaluation process and its outcomes are disclosed in our ESG report, providing
transparency and strengthening credibility.
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Metrics and Targets
We monitor the following metrics to assess and manage the environmental and
climate-related risks arising from our manufacturing processes:
Carbon Emission:
 Scope 1 : 61.2 tons of CO 2 equivalent in 2022, 45.8 tons of CO 2 equivalent in 2023,
38.6 tons of CO 2 equivalent in 2024, and 8.3 tons of CO 2 equivalent in the six
months ended June 30, 2025.
 Scope 2 : 356.8 tons of CO 2 equivalent in 2022, 427.7 tons of CO 2 equivalent in
2023, 482.7 tons of CO 2 equivalent in 2024, and 119.7 tons equivalent in the six
months ended June 30, 2025.
 Scope 3 : Starting in 2025, we will begin collecting energy consumption data from
key suppliers, prioritizing data on water, electricity, and oil consumption to lay the
foundation for Scope 3 carbon emissions disclosure; In 2026, we will continue to
enhance the supplier management system and gradually expand coverage to other
suppliers; By 2027, we aim to leverage digital tools to improve supplier ESG and
carbon reduction risk management.
In 2024, our output value increased by 43.4% compared to 2023, and greenhouse gas
emissions increased by 10.1%, from 473.5 tons to 521.2 tons. Nevertheless, our average
monthly emissions per RMB10,000 of output decreased by 23.2%, reflecting improved
efficiency.
Energy Consumption — Electricity
During the Track Record Period, the majority of our electricity consumption was
primarily attributed to foaming machines, air compressors, production lines, lighting, and air
conditioning, where we consumed electricity of 664,864.0 kWh, 797,071.7 kWh, 899,461.1
kWh and 209,924 kWh in 2022, 2023 and 2024 and the six months ended June 30, 2025,
respectively. The reduction experienced in the first half of 2025 was mainly attributable to
seasonal patterns in air conditioning usage, which is in line with the trend of our production
output. We monitor our electricity consumption levels at our offices, including conducting
monthly electricity usage statistics to closely track our energy consumption patterns.
Energy Consumption — Water
During the Track Record Period, the majority of our water consumption was primarily
attributed to employees’ basic domestic water usage and the cooling water required for the
foam molds in the foaming workshop, where we consumed water of 2,042.7 m
3, 3,070.1 m 3,
3,515.5 m 3 and 1,058.1 m 3 in 2022, 2023 and 2024 and the six months ended June 30, 2025,
respectively. We monitor our water consumption levels at our offices, including analyzing
monthly water usage statistics.
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To balance business growth with environmental sustainability following the Listing, we
have set the following energy consumption and carbon reduction targets:
 Overall Goal . From 2023 to 2025, we aim to reduce carbon emissions by 2%
annually, increasing the reduction rate to 2.8% annually from 2026. These efforts
align with China’s “2060” carbon neutrality goal, targeting full carbon neutrality by
2059. At the same time, we plan to drive down energy consumption, reducing water
consumption intensity from 0.23m
3 per output value of RMB10,000 in 2022 to 0.18
m3 per output value of RMB10,000 in 2025 and cutting electricity consumption
intensity from 51.37 kWh per output value of RMB10,000 in 2022 to 40.40 kWh per
output value of RMB10,000 in 2025, with both water and electricity usage slated to
decline by 5% annually from 2023 through 2025. We also aim to reduce the waste
and packaging materials per output value pf RMB10,000 by 5% annually.
 Carbon Management . A carbon management system will be implemented, covering
tracking, planning, operations and monitoring of carbon emissions. A designated
carbon management leader will oversee annual progress and reporting.
 Carbon Footprint . We have defined 2023-2029 as a carbon reduction phase and
2029-2059 as the carbon neutrality phase. By 2029, we aim to adopt neutrality
measures, achieving full neutrality by 2059.
We will further improve our ESG data processes in line with the ESG Reporting Guide
outlined in Appendix C2 to the Listing Rules. Key targets will be reviewed annually to track
progress and support long-term sustainability.
ESG Management Framework and Initiatives
As a non-regulated entity without quota compliance obligations and minimal direct
environmental pollution, such as air or wastewater emissions, we recognize the importance of
addressing our indirect environmental impacts. Guided by frameworks such as MSCI’s ESG
Industry Materiality Map, SASB’s Materiality Map, and TCFD recommendations, we have
identified key ESG issues, assessed associated risks and opportunities, and implemented
targeted strategies to integrate sustainability into our operations.
 Energy Conservation and Emissions Reduction . We focus on ESG disclosure
related to energy consumption from our IT infrastructure. Our energy conservation
and emissions reduction strategy aims to enhance energy efficiency and minimize
unnecessary consumption, including but not limited to:
/H9265Emissions: upgrading equipment, optimizing processes, and adopting
renewable energy sources such as solar and wind power to reduce reliance on
fossil fuels.
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/H9265Electricity: completely turning off electronic devices during non-working
hours; paying attention to unplugging electric kettles and microwaves,
especially before weekends and holidays, to reduce power consumption in the
office; and installing independently controllable lighting switches in different
lighting zones and using motion sensor or sound activated lights in public
areas.
/H9265Water: encouraging employees to turn off faucets tightly to prevent water
leakage, posting water-saving reminder stickers in restrooms to raise
awareness about responsible water usage; and promptly repairing any dripping
faucets to minimize water wastage.
/H9265Packing materials: optimize packaging solutions and streamline packaging
materials to avoid excessive product packaging; and recycling discarded
packaging materials during production as in-house circulation containers for
secondary use.
 Carbon Footprint Management . To promote low-carbon development, we have
established a carbon footprint management system, which guides the development
of low-carbon products, fosters a market environment that supports sustainable
consumption, and promotes environmentally conscious practices across the supply
chain. For example, we encourage suppliers to prioritize energy-efficient products,
use low-energy appliances, and adopt local sourcing to minimize emissions from
transportation. In 2023, our emissions reduction plan aimed to cut total emissions
per RMB10,000 of output by 2% compared to 2022, addressing both direct and
indirect emissions:
/H9265Direct emissions include measures such as reducing vehicle usage through
departmental oversight and transitioning from diesel to electric forklifts to
lower combustion-related emissions.
/H9265Indirect emissions include measures such as improving work efficiency to
reduce unnecessary overtime, maintaining air conditioning temperatures at no
lower than 24°C, turning off lights and equipment when not in use, and
installing solar photovoltaic systems and intelligent energy management
systems in new facilities to increase renewable energy use.
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 Quality and Supply Chain Management . Our commitment to ESG also extends to
quality and supply chain management. Endorsements from clinical medicine
enhance product functionality and safety while increasing public awareness of
children’s health. In supply chain management, we collaborate with top-tier
suppliers and enforce rigorous quality control standards. To mitigate ESG risks
within our supply chain, we have implemented the following control measures:
/H9265Incorporating ESG Factors in Supplier Onboarding : We prioritize suppliers
with ISO certifications covering environmental, quality, and occupational
health standards, which are included in our supplier admission criteria.
/H9265Establishing Waste Management Measures : We have formulated the Chemical
Management Policy to regulate hazardous waste and engaged certified
third-party agencies for its disposal.
/H9265Enhancing Green Procurement : We record suppliers’ environmental
certifications (e.g., REACH) during the selection process to ensure compliance
with sustainability standards.
/H9265Strengthening Energy Consumption Management : Our equipment department
regularly upgrades machinery to improve energy efficiency and reduce
consumption.
By investing in advanced manufacturing technologies, high-performance materials, and
product certifications, we integrate sustainable practices into operations and contribute to
raising industry standards. See “— Production and Supply Chain Management” for details.
Corporate Culture and Employee Well-being
Rooted in a strong corporate culture and a commitment to social responsibility, we
integrate ESG principles into every aspect of our operations. By prioritizing quality,
innovation, and safety, we enhance the reputation and competitiveness of domestic nursery
product brands. Drawing on the unique insights of our female employees, we refine the
consumer experience to better meet the needs of young parents.
As a leader in the nursery product industry, we are committed to setting standards for
lawful employment practices and advocate for women’s rights in the workplace. As of June 30,
2025, our workforce comprised 641 employees, with women making up 51.6% of the total.
Within functional departments, the sales team included 383 employees, with women
representing 58.8%, while the design department had 92 employees, 37.0% of whom were
women. Beyond gender, our workforce is diverse in terms of age and expertise. Approximately
50.1% of employees are under 30, 47.9% are aged 30-50, and 2.0% are over 50. In terms of
education, 5.4% of manufacturing department employees, 38.1% of sales and marketing
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department employees, 56.5% of R&D department employees, and 67.3% of management and
administration department employees have obtained bachelor’s degrees or above. Such mix of
age and background fosters a dynamic and innovative organizational culture.
We offer competitive remuneration and comprehensive training programs to support
professional development. Additionally, we prioritize providing a safe and healthy working
environment, focusing on occupational safety and the physical and mental well-being of all
employees. See “— Employees” for details.
SEASONALITY
We have experienced, and we expect to continue to experience, seasonal fluctuations in
our business. E-commerce platforms where we sell our products host major shopping events,
such as the 618 Shopping Festival and the Double 11 Shopping Festival, which significantly
influence market demand. Consequently, during the Track Record Period, we typically
recorded higher sales in the second and fourth quarters of the calendar year. As a result,
comparisons of our sales and results of operations across different periods within a financial
year may not provide a reliable basis for assessing our performance. Seasonal factors specific
to the nursery product industry are expected to continue driving fluctuations in our revenue.
See “Risk Factors — Risks Relating to Our Business and Industry — Our results of operations
may fluctuate due to seasonality, and the results for any period in a year are not necessarily
indicative of full-year results” for details.
COMPETITION
The nursery product industry in China is highly competitive and fragmented, with more
than 1.0 million market participants by the end of 2024, according to Frost & Sullivan. The
industry players generally fall into two categories: (i) companies focusing on specific
categories such as strollers, car seats or feeding tools, and (ii) companies offering a wider
product portfolio to meet the needs of families throughout different stages of early childhood.
In recent years, many companies have shifted toward broader product portfolios to
increase consumer engagement and strengthen their market presence. At the same time, rising
income levels and growing parental focus on safety and product design have contributed to the
expansion of the segment of nursery products targeting mid- to high-end consumers. In
response, companies are investing in product innovation and emphasize safety, functionality,
aesthetics, personalization and sustainable materials. Such ongoing differentiation has led to
the emergence of new brands and the continued evolution of consumer expectations.
We compete with both international and domestic nursery product brands. Due to
differences in category focus, pricing and channel strategies, competitors tend to position
themselves across a range of market segments. In the segment of nursery products targeting
mid- to high-end consumers, the market remains fragmented with the top five brands
accounting for approximately 18.9% of GMV in 2024, according to Frost & Sullivan.
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We believe the following factors affect our ability to compete successfully in the nursery
product market, including market research, product development and design capability, ability
to meet consumer preferences, product quality, interactive and long-standing customer
relationships, and depth and breadth of sales network. We believe we compete favorably across
these factors, however, some of our competitors may have better brand recognition, R&D
capabilities and production capabilities than ours. See “Risk Factors — Risks Relating to Our
Business and Industry — We face fierce industry competition. Failure to compete with other
market players may adversely affect our business, financial condition, results of operations and
prospects” for details.
A W ARDS AND RECOGNITIONS
During the Track Record Period and up to the Latest Practicable Date, we have received
numerous awards and recognitions for our innovative and high-quality products. Some of the
significant awards and recognitions that we have received are set forth below:
Awards/Recognitions Awarding Y ear Awarding Institutions/Authority
China Excellent Industrial
Design Bronze Award /H1118/H1118/H1118/H1118/H1118/H1118/H1118
2022 Ministry of Industry and
Information Technology of the
PRC
Rising Enterprise in Regional
Economic Contribution /H1118/H1118/H1118/H1118/H1118
2022 Putuo District Government
2022 36Kr High Growth New
Consumption Brand /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2022 36kr.com
2022 Forbes China Rising Star
Brands Top 100 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2023 Forbes China
2023 Consumption New Force
High Potential Brand /H1118/H1118/H1118/H1118/H1118/H1118/H1118
2023 36kr.com
Zhejiang Province Science and
Technology-based Small and
Medium-sized Enterprises /H1118/H1118/H1118
2023 Department of Science and
Technology of Zhejiang Province
High-quality Development
Leader Enterprises in Putuo
District /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2023 Putuo District Government
Shanghai Design and Innovation
Center /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2023 Shanghai Municipal Commission of
Economy and Informatization
Most Socially Influential Brand
Award /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2024 TopKlout
China’s Masterfully Crafted
Hygiene Products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2024 China Technical Association of
Paper Industry
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INSURANCE
As of the Latest Practicable Date, we believe that our insurance coverage is in line with
the industry practice and adequate to cover our key assets, facilities and liabilities, including
but not limited to employer liability insurance and property and group accident insurance. We
also procured insurance policies by type and amount that we consider sufficient and evaluated
such insurance policies from time to time based on our past experience changes in production
and industry developments. As of the Latest Practicable Date, we had not maintained any
product liability insurance for products that we sell in China. As we plan to expand its business
in overseas markets, we will procure product liability insurance for products we sold overseas
as needed. See “Risk Factors — Risks Relating to Our Business and Industry — Our insurance
coverage may not completely cover the risks related to our business and operations” for details.
PROPERTIES
We own and lease certain properties in China primarily to be used as production facilities
and offices. According to Chapter 5 of the Listing Rules and section 6(2) of the Companies
(Exemption of Companies and Prospectuses from Compliance with Provisions) Notice, this
Document 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 June 30, 2025, none of our properties has a carrying amount
of 15% or more of our consolidated total assets.
Owned Properties
As of the Latest Practicable Date, we had the right to use 15 parcels of land with a total
gross land area of approximately 32,581.9 sq.m. located in Ningbo and Kunshan. As of the
Latest Practicable Date, we had obtained all relevant land use rights certificates of such 15
parcels of land in Ningbo and Kunshan. As of the Latest Practicable Date, three of the
aforementioned parcels of land located in Ningbo had been mortgaged to a bank as security for
banking facilities with a maximum amount of up to RMB29.13 million.
As of the Latest Practicable Date, we owned 12 properties in Kunshan, with an aggregate
area of approximately 2,032.6 sq.m. primarily used for office purpose.
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Leased Properties
As of the Latest Practicable Date, we had nine leased properties with a total area of
approximately 18,836.93 sq.m. in Shanghai, Ningbo and Zhuhai. The above properties are
primarily used for stores, production facilities, and offices purposes. Among the nine properties
we have leased, five of them have one or more of the following defects:
Mortgages on Leased Properties
As of the Latest Practicable Date, two of our leased properties were mortgaged to
independent third parties before entering into the lease agreements. With respect to these
properties, our PRC Legal Advisor of the view that we would not be subject to any fines or
penalties but that we may not be able to lease, occupy and use such leased properties if the
lease was challenged by a third-party rights holder.
Attachment to Leased Properties
As of the Latest Practicable Date, two of our leased properties were subject to judicial
attachments. These properties are primarily used for production and office purposes. According
to our PRC Legal Advisor, the attachment to these properties will not materially adversely
affect our business, financial condition, or results of operations, based on the following
considerations: (i) one of the properties subject to a judicial attachment is currently in the
process of being released from the attachment, and as for the other property, which is used as
a production facility, we had not received any notifications or orders from the court requiring
us to cease the use as of the Latest Practicable Date; (ii) according to related PRC laws and
regulations, the use of leased properties subject to mortgages and judicial seizures will not
result in any fines or penalties for us; (iii) we have obtained written assurances from the lessors
guaranteeing our uninterrupted use of the affected properties throughout the lease term; and
(iv) should relocation become necessary, we believe we would be able to identify and transition
to an alternative site with minimal disruption and relatively low reallocation costs.
Non-registration of Lease Agreements
As of the Latest Practicable Date, four of our lease agreements had not been registered
with the local housing authority as required under PRC laws and regulations, primarily due to
a lack of cooperation from the property owners in completing the registration process, which
is beyond our control. According to our PRC Legal Advisor, failure to register these lease
agreements within the prescribed period may result in administrative penalties ranging from
RMB1,000 to RMB10,000 per agreement. The estimated total penalty for the non-registration
of the four lease agreements is approximately RMB4,000 to RMB40,000, with RMB40,000
being the maximum potential penalty. Our PRC Legal Advisor has further confirmed that the
failure to register these lease agreements does not affect their validity under PRC law and
regulations. During the Track Record Period and up to the Latest Practicable Date, we have not
received any notifications or warnings from regulatory authorities regarding potential
administrative penalties for the non-registration of these agreements. We plan to register the
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four lease agreements with the local housing authority as required under PRC laws and
regulations as soon as practicable. For the one subject to judicial attachments and not in the
process of being released, we will proceed with the lease registration immediately after the
attachment is lifted. We have implemented internal controls to prevent future non-compliance
related to leases. Specifically, we have appointed seasoned staff to (i) conduct site inspections
and verify the absence of judicial attachments or ownership disputes before entering into any
lease; (ii) ensure our standard lease agreements clearly outline registration and disclosure
obligations; and (iii) continuously monitor the status of leased properties throughout the lease
term, promptly reporting any attachment issues to our finance department, legal team and
senior management for immediate action. Based on the aforementioned, our PRC Legal advisor
and our Directors are of the view that the non-registration of these lease agreements would not
have a material adverse impact on our business, financial condition, or results of operations.
LICENSES, APPROV ALS AND PERMITS
We are required to maintain various licenses, approvals and permits to operate our
business. During the Track Record Period and up to the Latest Practicable Date, we had
obtained all requisite licenses, approvals and permits from the relevant government authorities
that are material for our business operations. The following table sets forth details of our
material licenses and permits:
License/Permit Holder Grant Dates Expiration Dates
Description of the
License/Permit
Information
Reporting for
Single-purpose
Prepaid Card
Operators /H1118/H1118/H1118/H1118
BeBeBus
Technology
October 30, 2024 N/A Permission to
conduct single-
purpose
commercial
prepaid card
business
Pollutant Emission
Registration
Receipt for
Stationary
Sources of
Pollution /H1118/H1118/H1118/H1118
BeBeBus Safety February 10, 2022 February 9, 2027 Registration of
pollutant
emission for
stationary
sources of
pollution
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LEGAL COMPLIANCE AND PROCEEDINGS
We are subject to various regulatory requirements and guidelines issued by the regulatory
authorities in the jurisdictions in which we operate. We require our employees to follow our
employee manual and code of business conduct and ethics. We also carry out regular on-the-job
compliance training to our management and employees to maintain a healthy corporate culture
and enhance their compliance perception and responsibility. During the Track Record Period
and up to the Latest Practicable Date, we did not commit any non-compliance of laws and
regulations which individually or in the aggregate, in the opinion of our Directors, would have
a material and adverse effect on our business, financial condition or results of operations. See
“— Employees — Social Insurance and Housing Provident Funds” and “— Properties —
Leased Properties.” As advised by our PRC Legal Advisor, during the Track Record Period and
up to the Latest Practicable Date, we had complied with the relevant laws and regulations in
all material respects saved for the matter disclosed below concerning the permits and
certificates for our New Ningbo Facility.
Permits and Certificates for Our New Ningbo Facility
Background and Reasons for Non-compliance
During the Track Record Period, BeBeBus Ningbo acquired three adjacent land parcels
in Xinbao Village, Fenghua District, Ningbo for the development of the New Ningbo Facility,
with the first parcel acquired in July 2024. After obtaining the construction land planning
permit for the first parcel but before the issuance of the construction permit, officials from the
Fenghua District Housing and Urban-Rural Development Bureau (the “Housing Bureau”),
along with other relevant department authorities, convened a special meeting with BeBeBus
Ningbo in October 2024. During this meeting, it was agreed in principle that (i) the Housing
Bureau would process the construction permit for the west annex facilities on the first parcel
under a pilot “deficiency-tolerant approval mechanism” (ॹᄲҭ), subject to certain
conditions, and (ii) BeBeBus Ningbo would be required to commence construction within one
week of the issuance of construction permit and to modify construction procedures with the
relevant authorities upon consolidating all land parcels (the “Special Meeting”).
In November 2024, a construction permit, was formally issued by the Housing Bureau for
the west annex to the first parcel. Relying on its understanding of the agreements reached in
the Special Meeting and in the context of Ningbo’s pilot program for deficiency-tolerant
approval mechanism, which allows qualified projects to proceed under certain conditions,
BeBeBus Ningbo interpreted that it could commence work on all three parcels after acquiring
the construction permit for the west annex to the first parcel and subsequently commenced
piling work across the entire site prior to the construction permit being formally amended to
encompass three parcels. When the construction began on the New Ningbo Facility in
November 2024, we had not obtained the requisite construction permit covering the three land
parcels other than the west annex to the first parcel. Additionally, at that time, we had not
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obtained other requisite permits and certificates for the second and third parcels, including the
land use right certificate, construction land planning permit, and construction planning permit.
In February 2025, the amendment to the construction permit was completed to cover all three
parcels.
Latest Status and Remedial Measures
In July 2025, the Comprehensive Administrative Law Enforcement Bureau of Fenghua
District (the “Law Enforcement Bureau”) issued a decision not to impose any administrative
penalty on BeBeBus Ningbo for the construction work undertaken on the three parcels prior to
the permit amendment, thereby relieving BeBeBus Ningbo of any potential financial or
punitive liability concerning this construction issue. As advised by the PRC Legal Advisor, (i)
the Law Enforcement Bureau is the competent authority to issue the decision, as it holds the
authority to impose administrative penalties for construction-related matters, and (ii) based on
formal interviews conducted with both the Housing Bureau and the Law Enforcement Bureau,
our New Ningbo Facility can proceed with normal construction activities.
As of the Latest Practicable Date, BeBeBus Ningbo has obtained all requisite permits for
the construction of the New Ningbo Facility over the three land parcels, including (a) land use
right certificate, (b) construction land planning permit, (c) construction planning permit, and
(d) construction permit.
To prevent a recurrence of such a procedural deficiency, we have implemented enhanced
internal control measures governing project initiation and construction applications, including:
 our designated preparation and construction department is required to formally
submit a complete application to the local construction administrative department
and provide all required approval documents, including bank-issued credit
certificates and approved construction land permits, upon project approval; and
 our internal audit team will continuously monitor the effectiveness of these
measures through periodic reviews of control design and rigorous testing of
operational compliance.
As of the Latest Practicable Date, no material deficiencies have been identified in the risk
assessment processes for construction and property procedural compliance, and the internal
control consultant has provided no further comment following a follow-up review regarding
the implementation of enhance internal control measures.
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RISK MANAGEMENT AND INTERNAL CONTROL
We have devoted ourselves to establishing and maintaining risk management and internal
control systems consisting of policies and procedures that we consider to be appropriate for our
business operations, and we are dedicated to continuously improving these systems.
We have adopted and implemented comprehensive risk management policies in various
aspects of our business operations, such as financial reporting, information system, internal
control, human resources and investment management.
Financial Reporting Risk Management
We have in place a set of accounting policies in connection with our financial reporting
risk management, including accounting manual, budget management policies, treasury
management policies, expense management policies, and employee reimbursement policies.
Our system makes timely warning of the risk of cost overruns. We also provide regular training
to our finance department employees to ensure that they understand our financial management
and accounting policies and implement them during daily operations.
Information System Risk Management
Sufficient maintenance, security and protection of our data and other related information
are critical to our business. We have implemented various internal procedures and controls to
ensure that our data are protected and to minimize the potential for information leakage or loss.
Our operations team and data security team are responsible for monitoring the operation of our
information system in real time. They regularly perform data recovery tests and use cyberattack
simulations to improve our data protection capability.
Human Resources Risk Management
We have in place an employee handbook and a code of conduct which have been
distributed to all of our employees. The handbook contains internal rules and guidelines
regarding anti-corruption, conflicts of interests, confidentiality and intellectual property
protection, work ethics, and fraud prevention mechanisms. We provide employees with regular
training as well as guidance on the requirements contained in the employee handbook.
We have in place an anti-bribery and corruption policy to safeguard against any
corruption within our Company. The policy explains potential bribery and corruption conduct
and our anti-bribery and corruption measures. We make our internal reporting channel open
and available for our employees to report any bribery and corruption acts to the head of internal
audit on an anonymous basis.
During the Track Record Period and up to the Latest Practicable Date, we were not aware
of any incidents caused by our employees and/or business partners that may materially and
adversely affect our reputation and brand image.
BUSINESS
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Regulatory Compliance Risk Management
We are subject to evolving regulatory requirements across multiple jurisdictions,
including requirements to obtain and renew certain licenses, permits, approvals and certificates
for our business operations in various jurisdictions. In order to manage our ongoing compliance
with the laws and regulations applicable to our business effectively, we have implemented
several internal control measures. In particular, we designated personnel to regularly monitor
changes in laws, regulations and policies issued by the relevant government authorities in the
jurisdictions we operate, to ensure we obtain requisite licenses to operate our business, and we
have the up-to-date understanding with the applicable requirements. In addition, we require our
legal department to review the status of our licenses and permits on a regular basis.
We continually review the implementation of our regulatory compliance risk management
policies and measures to ensure our policies and implementation are effective and sufficient,
and continually improve our internal policies according to changes in laws, regulations and
industry standards, and update internal protocols for legal documents.
Internal Audit
We maintain an internal audit department which is responsible for reviewing the
effectiveness of internal controls and reporting to the Audit Committee and senior management
on any issues identified. Our internal audit department members hold regular meetings with
management to discuss any internal control issues we face and the corresponding measures to
solve such issues. The internal audit department reports to the Audit Committee to ensure that
any major issues identified are channeled to the committee on a timely basis. The Audit
Committee then discusses the issues with, and reports to, the Board of Directors, if necessary.
BUSINESS
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OUR CONTROLLING SHAREHOLDERS
Immediately upon the completion of the Global Offering (assuming that the Over-
allotment Option is not exercised and without taking into account any Shares which may be
allotted and issued pursuant to the exercise of Share Options), W ANGBOY AN will hold
approximately 46.55% of our total issued Shares. W ANGBOY AN is owned by Boyan Holdings
as to 65% and WW ANG as to 35%. Boyan Holdings is wholly owned by Vistra Trust
(Singapore) Pte. Limited, the trustee of the Boyan Family Trust with Mr. Wang as the settlor
and protector and WW ANG as the beneficiary. WW ANG is wholly owned by Mr. Wang.
Pursuant to a deed of voting proxy entered into between SLING and W ANGBOY AN,
W ANGBOY AN is also entitled to exercise the voting rights attached to the relevant Shares held
by SLING, which represent approximately 5.95% of our total issued Shares immediately upon
the completion of the Global Offering (assuming that the Over-allotment Option is not
exercised and without taking into account any Shares which may be allotted and issued
pursuant to the exercise of Share Options). Accordingly, W ANGBOY AN, Boyan Holdings,
WW ANG, and Mr. Wang constitute a group of controlling Shareholders after the Listing.
INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS
Our Directors believe that our Group will be capable of carrying out our business
independently from our controlling Shareholders and their respective close associates after the
Listing for the reasons set out below.
Operational Independence
We have established our own organizational structure, with each department assigned to
specific areas of responsibilities which have been in operation and are expected to continue to
operate independently from our controlling Shareholders and their respective close associates.
We have independent access to suppliers and customers. We are also in possession of all
relevant licenses, assets, copyrights, trademarks, and other intellectual properties necessary to
carry on and operate our business. In addition, we have sufficient operational capacity in terms
of capital and employees to operate independently.
Based on the above, our Directors believe that our Group will be able to operate
independently from our controlling Shareholders and their respective close associates after the
Listing.
Management Independence
Upon the Listing, our Board will comprise three executive Directors and three
independent non-executive Directors, and our senior management team will comprise three
members. Our executive Directors and senior management team are responsible for the daily
management of our operations.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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Our Directors believe that our Group will be able to function independently from our
controlling Shareholders and their respective close associates after the Listing for the following
reasons:
(a) our Board has a balanced composition of executive Directors and independent
non-executive Directors. Our independent non-executive Directors are not
associated with our controlling Shareholders or their respective close associates,
which ensures that decisions of our Board are made only after due consideration of
independent and impartial opinions;
(b) our independent non-executive Directors individually and collectively possess the
requisite knowledge, experience, and competence to provide a balance of potentially
interested Directors with a view to promote the interests of our Company and our
Shareholders as a whole;
(c) our Company has established internal control mechanisms to identify connected
transactions to ensure that our Shareholders or Directors with conflicting interests
in a proposed transaction will abstain from voting on the relevant resolutions;
(d) each of our Directors is aware of his or her fiduciary duties and responsibilities
under the Listing Rules as a director of a listed issuer, which require that he or she
acts for the benefit and in the best interest of our Company, and does not allow any
conflict between his or her duties as a Director and his or her personal interests; and
(e) if there is a potential conflict of interest arising out of any transaction to be entered
into between our Group and our Directors or their respective close associates, the
interested Directors are obliged to declare and fully disclose such potential conflict
of interests, and shall abstain from voting at the relevant Board meetings in respect
of such transactions.
Based on the above, our Directors believe that they will be able to perform their
managerial roles in our Company independently from our controlling Shareholders and their
respective close associates after the Listing.
Financial Independence
Our Group has its own independent financial, internal control, and accounting systems.
We make financial decisions and determine our use of funds according to our own business
needs. We opened bank accounts independently and do not share any bank account with our
controlling Shareholders or their respective close associates. We made tax filings and paid tax
independently of our controlling Shareholders and their respective close associates pursuant to
applicable laws and regulations. We established an independent finance department as well as
implemented sound and independent audit, accounting, and financial management systems. We
have adequate internal resources to support our daily operations. We do not expect to rely on
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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our controlling Shareholders or their respective close associates for financing after the Listing
as we expect that our working capital will be funded by our daily operations as well as the
proceeds from the Global Offering.
In addition, we are capable of obtaining financing from independent third parties without
relying on any guarantee or security provided by our controlling Shareholders or their
respective close associates. As of the Latest Practicable Date, there were no subsisting loans,
guarantees or pledges provided by our controlling Shareholders or their respective close
associates to our Group. In addition, during the Track Record Period and as of the Latest
Practicable Date, we had received several rounds of Pre-IPO Investments from third-party
investors independently. For details of the Pre-IPO Investments, see “History, Reorganization
and Corporate Structure — Pre-IPO Investments.”
Based on the above, our Directors believe that our Group will be able to maintain
financial independence from our controlling Shareholders and their respective close associates
after the Listing.
COMPETITION
As of the Latest Practicable Date, none of our controlling Shareholders and 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.
CORPORATE GOVERNANCE
Our Directors recognize the importance of good corporate governance to protect the
interests of our Shareholders. We have adopted the following corporate governance measures
to maintain good corporate governance standards and to avoid potential conflict of interests
between our Group and our controlling Shareholders and their respective close associates:
(a) our Company has established internal control mechanisms to identify connected
transactions. Upon the Listing, if our Group enters into connected transactions with
our controlling Shareholders or their respective close associates, our Company will
comply with the applicable requirements under the Listing Rules;
(b) where a Shareholders’ meeting is to be held to consider proposed transactions in
which our controlling Shareholders or their respective close associates have any
material interests, our controlling Shareholders and their respective close associates
(as applicable) will not vote on the relevant resolutions;
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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(c) our Board has a balanced composition of executive Directors and independent
non-executive Directors. Our independent non-executive Directors represent more
than one-third of our Board, which ensures that our Board is able to effectively
exercise independent judgment in its decision-making process and provide
independent advice to our Shareholders. Our independent non-executive Directors
individually and collectively possess the requisite knowledge, experience, and
competence to perform their duties. They will review whether there is any conflict
of interests between our Group and our controlling Shareholders or their respective
close associates and provide impartial and professional advice to protect the
interests of our minority Shareholders;
(d) where the advice from an independent professional, such as a financial or legal
advisor, is reasonably requested by our Directors (including independent non-
executive Directors), the appointment of such independent professional will be
made at our Company’s expenses; and
(e) we have appointed Somerley Capital Limited as our Compliance Advisor who will
provide advice and guidance to us in respect of compliance with the applicable laws
and the Listing Rules, including various requirements relating to Directors’ duties
and corporate governance matters.
Based on the above, our Directors are satisfied that sufficient corporate governance
measures have been put in place to manage potential conflict of interests between our Group
and our controlling Shareholders and their respective close associates, and to protect our
minority Shareholders’ rights after the Listing.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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AUTHORIZED AND ISSUED SHARE CAPITAL
As of the Latest Practicable Date, our authorized share capital was US$50,000 divided
into (i) 474,003,800 Shares, (ii) 6,666,000 Series A Preferred Shares, (iii) 11,511,800 Series A+
Preferred Shares, and (iv) 7,818,400 Series B Preferred Shares. The Preferred Shares will be
converted into the Shares on a one-to-one basis by way of re-designation and re-classification
immediately before the Listing.
Assuming that the Over-allotment Option is not exercised and without taking into account
any Shares which may be allotted and issued pursuant to the exercise of Share Options, the
share capital of our Company immediately following the completion of the Global Offering
will be as follows.
Description of Shares
Number of
Shares
Aggregate
nominal value
of Shares
Approximate
percentage of
issued share
capital of our
Company
(US$) (%)
Shares in issue (including the Shares
to be converted from the Preferred
Shares) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879,770,478 7,977.05 87.90
Shares to be issued under 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/H111810,980,900 1,098.09 12.10
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/H111890,751,378 9,075.14 100.00
Assuming that the Over-allotment Option is fully exercised and without taking into
account any Shares which may be allotted and issued pursuant to the exercise of Share Options,
the share capital of our Company immediately following the completion of the Global Offering
will be as follows.
Description of Shares
Number of
Shares
Aggregate
nominal value
of Shares
Approximate
percentage of
issued share
capital of our
Company
(US$) (%)
Shares in issue (including the Shares
to be converted from the Preferred
Shares) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879,770,478 7,977.05 86.33
Shares to be issued under 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/H111812,628,000 1,262.80 13.67
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/H111892,398,478 9,239.85 100.00
SHARE CAPITAL
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The above tables assume that the Global Offering becomes unconditional, the Shares are
issued pursuant to the Global Offering, and that the Preferred Shares are converted into the
Shares on a one-to-one basis.
RANKING
The Offer Shares are Shares in the share capital of our Company and will rank equally
with all the Shares currently in issue or to be issued (including all the Preferred Shares to be
converted into the Shares immediately before the Listing) and, in particular, will rank equally
for all dividends or other distributions declared, made or paid on the Shares in respect of a
record date which falls after the date of this prospectus.
CIRCUMSTANCES UNDER WHICH GENERAL MEETINGS ARE REQUIRED
Pursuant to the Cayman Companies Act and the Articles of Association, our Company
may from time to time by ordinary resolution of Shareholders: (i) increase its share capital, (ii)
consolidate and divide its share capital into shares of a larger amount, (iii) sub-divide the
Shares into shares of a smaller amount, and (iv) cancel any Shares which have not been taken
or agreed to be taken. In addition, our Company may, subject to the provisions of the Cayman
Companies Act, reduce its share capital by our Shareholders passing a special resolution. See
“Appendix III — Summary of the Constitution of Our Company and Cayman Islands Company
Laws — 2. Articles of Association — (c) Alteration of Capital” for details.
GENERAL MANDATE TO REPURCHASE SHARES
Subject to the Global Offering becoming unconditional, our Directors have been granted
a general unconditional mandate to exercise all the powers of our Company to repurchase our
own securities up to 10% of the aggregate nominal value of the Shares in issue immediately
following the completion of the Global Offering, excluding any treasury shares of our
Company and any Shares which may fall to be issued pursuant to the exercise of the
Over-allotment Option and Share Options.
The repurchase mandate only relates to repurchases made on the Stock Exchange, or on
any other stock exchange on which our Shares are listed (and which are recognized by the SFC
and the Stock Exchange for this purpose), and which are in accordance with the Listing Rules.
A summary of the relevant Listing Rules is set out in “Appendix IV — Statutory and General
Information — A. Further Information about Our Group — 5. Repurchase of Our Own Shares.”
SHARE CAPITAL
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The general mandate to repurchase Shares will expire at the earliest of:
 the conclusion of the next annual general meeting of our Company;
 the expiration of the period within which the next annual general meeting of our
Company is required to be held by any applicable law or the Articles of Association;
or
 the time when it is varied or revoked by an ordinary resolution of our Shareholders
in general meeting.
See “Appendix IV — Statutory and General Information — A. Further Information about
Our Group — 4. Resolutions of Our Shareholders” for details of the general mandate to
repurchase Shares.
SHARE INCENTIVE PLAN
We adopted the Share Incentive Plan. For details, see “Appendix IV — Statutory and
General Information — D. Share Incentive Plan.”
SHARE CAPITAL
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SUBSTANTIAL SHAREHOLDERS
So far as our Directors are aware, immediately following the completion of the Global
Offering (assuming that the Over-allotment Option is not exercised and without taking into
account any Shares which may be allotted and issued pursuant to the exercise of Share
Options), the following persons will have interests or short positions in the Shares or
underlying Shares of our Company which would fall to be disclosed to our Company pursuant
to the provisions of Divisions 2 and 3 of Part XV of the SFO, or will be, directly or indirectly,
interested in 10% or more of the issued voting shares of any other member of our Group.
Shareholder Nature of interest
Number of Shares
interested in as of
the Latest
Practicable
Date (1)(2)
Approximate
percentage of
interest in our
Company as of
the Latest
Practicable Date (2)
Number of Shares
interested in
immediately
following the
completion of the
Global
Offering (1)(2)
Approximate
percentage of
interest in our
Company
immediately
following the
completion of the
Global Offering (3)
(%) (%)
W ANGBOY AN(4)(5) /H1118/H1118Beneficial interest 42,240,920 (L) 52.95 42,240,920 (L) 46.55
Interest of a party to
an agreement
regarding interest in
our Company
5,400,000 (L) 6.77 5,400,000 (L) 5.95
Tiantu USD
(6) /H1118/H1118/H1118/H1118/H1118Beneficial interest 7,374,400 (L) 9.24 7,374,400 (L) 8.13
Gaorong IV (7) /H1118/H1118/H1118/H1118/H1118Beneficial interest 7,036,560 (L) 8.82 7,036,560 (L) 7.75
Tembusu (8) /H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial interest 6,254,740 (L) 7.84 6,254,740 (L) 6.89
SLING (9) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial interest 5,400,000 (L) 6.77 5,400,000 (L) 5.95
WEILING (10) /H1118/H1118/H1118/H1118/H1118Beneficial interest 4,575,638 (L) 5.74 4,575,638 (L) 5.04
Notes:
(1) The letter “L” denotes the person’s long position in the Shares.
(2) On the basis that the Preferred Shares will be converted into the Shares on a one-to-one basis by way
of re-designation and re-classification immediately before the Listing.
(3) Based on the assumption that the Over-allotment Option is not exercised and without taking into account
any Shares which may be allotted and issued pursuant to the exercise of Share Options.
(4) W ANGBOY AN is owned by Boyan Holdings as to 65% and WW ANG as to 35%. Boyan Holdings is
wholly owned by Vistra Trust (Singapore) Pte. Limited, the trustee of the Boyan Family Trust with Mr.
Wang as the settlor and protector and WW ANG as the beneficiary. WW ANG is wholly owned by Mr.
Wang. Accordingly, each of Boyan Holdings, WW ANG, Mr. Wang, and Vistra Trust (Singapore) Pte.
Limited is deemed to be interested in the Shares held by W ANGBOY AN under the SFO.
(5) Pursuant to a deed of voting proxy entered into between SLING and W ANGBOY AN on February 2,
2024, W ANGBOY AN, as the true and lawful attorney of SLING, has the right to vote over all the Shares
held by SLING, being 5,400,000 Shares, from the date of execution of the deed of voting proxy. For
details of the voting proxy, see “History, Reorganization and Corporate Structure — V oting Proxy.”
SUBSTANTIAL SHAREHOLDERS
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(6) The general partner of Tiantu VC USD Fund I L.P . (“ Tiantu USD ”) is Tiantu GP Limited Company
(“Tiantu GP ”). Tiantu GP is wholly owned by Tiantu Investments International Limited (“ Tiantu
Investments ”). Tiantu Investments is wholly owned by Tiantu Capital. Accordingly, each of Tiantu GP ,
Tiantu Investments, and Tiantu Capital is deemed to be interested in the Shares held by Tiantu USD
under the SFO.
(7) The general partner of Gaorong Partners Fund IV , L.P . (“ Gaorong IV ”) is Gaorong Partners IV Ltd.
(“Gaorong Partners IV ”). As of the Latest Practicable Date, Gaorong Partners Fund IV-A, L.P .
(“Gaorong IV-A ”) held 727,120 Series A+ Preferred Shares and 54,720 Series B Preferred Shares,
which will be converted into the Shares on a one-to-one basis immediately before the Listing. The
general partner of Gaorong IV-A is also Gaorong Partners IV . Accordingly, Gaorong Partners IV is
deemed to be interested in the Shares held by Gaorong IV and Gaorong IV-A under the SFO.
(8) Tembusu B Limited (“ Tembusu ”) is wholly owned by Beijing Jingwei Chuangrong Investment Center
(Limited Partnership) ( ̏ԯ຾ᇗ௴࿲ҳ༟ʕː(Υྫ)) (“ Jingwei Chuangrong ”). The general
partner of Jingwei Chuangrong is Beijing Jingwei Yichuang Investment Management Partnership
(Limited Partnership) ( ̏ԯ຾ᇗᄂ௴ҳ༟၍ଣΥྫΆุ(Υྫ)) (“ Jingwei Yichuang ”). The general
partner of Jingwei Yichuang is Beijing Jingwei Jingchuang Investment Co., Ltd. ( ̏ԯ຾ᇗ૆௴ҳ༟Ϟ
ʮ̡)( “ Jingwei Jingchuang ”). The sole limited partner of Jingwei Yichuang is Ms. Xiao Ping ( ӽ
റ) holding 90% of the partnership interest. Jingwei Jingchuang is held by Mr. Wang Huadong (؇)
as to 49%. Accordingly, each of Jingwei Chuangrong, Jingwei Yichuang, Jingwei Jingchuang, Ms. Xiao
Ping, and Mr. Wang Huadong is deemed to be interested in the Shares held by Tembusu under the SFO.
(9) SLING is owned by SHENLING HOLDING INC (“ SHENLING ”) as to 50% and SL Family Limited
(“SL”) as to 50%. SHENLING is wholly owned by Ms. Shen. SL is wholly owned by Vistra Trust
(Singapore) Pte. Limited, the trustee of the Shen Ling Family Trust with Ms. Shen as the settlor and
protector and SHENLING as the beneficiary. Accordingly, each of SHENLING, SL, Ms. Shen, and
Vistra Trust (Singapore) Pte. Limited is deemed to be interested in the Shares held by SLING under the
SFO.
(10) WEILING is wholly owned by BUTONG ESOP LIMITED (“ BUTONG ESOP ”). BUTONG ESOP is
wholly owned by Futu Trustee Limited (“ Futu ”), the trustee of the BUTONG ESOP Trust set up to
facilitate the administration of the Share Options granted under the Share Incentive Plan. Accordingly,
each of BUTONG ESOP and Futu is deemed to be interested in the Shares held by WEILING under the
SFO.
Save as disclosed above, our Directors are not aware of any person who will, immediately
following the completion of the Global Offering (assuming that the Over-allotment Option is
not exercised and without taking into account any Shares which may be allotted and issued
pursuant to the exercise of Share Options), have any interest and/or short position in the Shares
or underlying Shares of our Company which will fall to be disclosed to our Company pursuant
to the provisions of Divisions 2 and 3 of Part XV of the SFO, or who will be, directly or
indirectly, interested in 10% or more of the issued voting shares of any other member of our
Group.
SUBSTANTIAL SHAREHOLDERS
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THE CORNERSTONE PLACING
We have entered into cornerstone investment agreements (each a “ Cornerstone
Investment Agreement ,” and collectively, the “ Cornerstone Investment Agreements ”) with
the cornerstone investors set out below (each a “ Cornerstone Investor ,” and collectively, the
“Cornerstone Investors ”), pursuant to which the Cornerstone Investors have agreed to,
subject to certain conditions, subscribe, or cause their designated entities to subscribe, at the
Offer Price for such number of Offer Shares (rounded down to the nearest whole board lot of
100 Shares) which may be purchased for an aggregate amount of US$15.0 million (or
approximately HK$117.0 million, calculated based on the exchange rate set out in “Information
about This Prospectus and the Global Offering — Exchange Rate Conversion”) (exclusive of
brokerage, AFRC transaction levy, SFC transaction levy, and Stock Exchange trading fee) (the
“Cornerstone Placing ”). The number of Offer Shares to be subscribed for by the Cornerstone
Investors is subject to the determination of the final Offer Price.
Assuming an Offer Price of HK$62.01 (being the low end of the indicative Offer Price
range set out in this prospectus), the total number of Offer Shares to be subscribed by the
Cornerstone Investors would be 1,886,100 Offer Shares, representing approximately 17.18% of
the Offer Shares pursuant to the Global Offering and 2.08% of the Shares in issue immediately
following the completion of the Global Offering (assuming that the Over-allotment Option is
not exercised).
Assuming an Offer Price of HK$66.60 (being the mid-point of the indicative Offer Price
range set out in this prospectus), the total number of Offer Shares to be subscribed by the
Cornerstone Investors would be 1,756,200 Offer Shares, representing approximately 15.99% of
the Offer Shares pursuant to the Global Offering and 1.94% of the Shares in issue immediately
following the completion of the Global Offering (assuming that the Over-allotment Option is
not exercised).
Assuming an Offer Price of HK$71.20 (being the high end of the indicative Offer Price
range set out in this prospectus), the total number of Offer Shares to be subscribed by the
Cornerstone Investors would be 1,642,500 Offer Shares, representing approximately 14.96% of
the Offer Shares pursuant to the Global Offering and 1.81% of the Shares in issue immediately
following the completion of the Global Offering (assuming that the Over-allotment Option is
not exercised).
Our Company is of the view that, (i) the Cornerstone Placing will ensure a reasonable size
of solid commitment at the beginning of the marketing period of the Global Offering and will
provide confidence to the market; and (ii) by leveraging on the Cornerstone Investors’ industry
reputation and investment experience, the Cornerstone Placing will help raise the profile of our
Company and to signify that such investors have confidence in our business and prospect. Our
Company became acquainted with each of the Cornerstone Investors through the Capital
Markets Intermediaries.
CORNERSTONE INVESTORS
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The Cornerstone Placing will form part of the International Offering, and, unless prior
consent is obtained from the Stock Exchange, the Cornerstone Investors will not subscribe for
any Offer Shares under the Global Offering other than pursuant to the Cornerstone Investment
Agreements. The Offer Shares to be subscribed for by the Cornerstone Investors will rank pari
passu in all respects with the fully paid Shares in issue following the completion of the Global
Offering and will be counted towards the public float of our Company under Rule 8.08 of the
Listing Rules.
Immediately following the completion of the Global Offering, (i) none of the Cornerstone
Investors or their close associates will become a substantial Shareholder of our Company; (ii)
none of the Cornerstone Investors or their close associates will have any Board representation
in our Company; and (iii) equity interests in our Company being beneficially owned by the
three largest public Shareholders will be less than 50% for the purpose of Rule 8.08(3) of the
Listing Rules.
To the best knowledge of our Company, (i) each of the Cornerstone Investors and its
ultimate beneficial owners is an independent third party; (ii) none of the Cornerstone Investors
is accustomed to take instructions from our Company, the Directors, chief executive,
controlling Shareholders, substantial Shareholders, existing Shareholders or any of its
subsidiaries or their respective close associates in relation to the acquisition, disposal, voting,
or other disposition of Shares registered in its name or otherwise held by it; (iii) none of the
subscription of the relevant Offer Shares by the Cornerstone Investors is directly or indirectly
financed by our Company, the Directors, chief executive, controlling Shareholders, substantial
Shareholders, existing Shareholders or any of its subsidiaries or their respective close
associates; and (iv) each of the Cornerstone Investors is independent from each other and
makes independent investment decisions.
As confirmed by each of the Cornerstone Investors, (i) their subscription under the
Cornerstone Placing would be financed by their own internal resources or the assets managed
for its investors (in the case of Cornerstone Investors which are funds or investment managers);
(ii) all necessary approvals have been obtained with respect to the Cornerstone Placing and that
no specific approval from any stock exchange (if relevant) or its shareholders is required for
the relevant cornerstone investment; (iii) other than a guaranteed allocation of the relevant
Offer Shares at the final Offer Price, the Cornerstone Investors do not have any preferential
rights in the Cornerstone Investment Agreements compared with other public Shareholders;
and (iv) there are no side agreements or arrangements between our Company and the
Cornerstone Investors or any benefit, direct or indirect, conferred on the Cornerstone Investors
by virtue of or in relation to the Listing other than a guaranteed allocation of the relevant Offer
Shares at the final Offer Price.
CORNERSTONE INVESTORS
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--- page 309 ---
The total number of Offer Shares to be subscribed by the Cornerstone Investors pursuant
to the Cornerstone Placing may be affected by reallocation of the Offer Shares between the
International Offering and the Hong Kong Public Offering in the event of over-subscription
under the Hong Kong Public Offering as described in “Structure of the Global Offering — The
Hong Kong Public Offering — Reallocation.” The number of Offer Shares to be subscribed for
by each Cornerstone Investor may be deducted on a pro rata basis in accordance with the terms
of the Cornerstone Investment Agreements to satisfy the public demands under the Hong Kong
Public Offering, after taking into account the requirements under Appendix F1 to the Listing
Rules as well as the discretion of the Overall Coordinators (for themselves and on behalf of the
Underwriters) to exercise the Over-allotment Option. Details of the actual number of Offer
Shares to be allocated to each Cornerstone Investor will be disclosed in the allotment results
announcement to be issued by our Company on or around September 22, 2025.
Pursuant to the Cornerstone Investment Agreements, the Overall Coordinators (for
themselves and on behalf of the Underwriters) has the discretion to effect a delayed delivery
of the Offer Shares to be subscribed for by all of the Cornerstone Investors on a date later than
the Listing Date, subject to the conditions contained therein. Such delayed delivery
arrangement is in place to facilitate the over-allocation in the International Offering. There will
be no delayed delivery if there is no over-allocation in the International Offering. All
Cornerstone Investors have agreed to pay for the relevant Offer Shares that they have
subscribed for before the Listing. As such, there will be no deferred settlement of the
investment amount for the Offer Shares to be subscribed for by the Cornerstone Investors
pursuant to the Cornerstone Investment Agreement.
THE CORNERSTONE INVESTORS
The information about the Cornerstone Investors set out below was provided by the
Cornerstone Investors in connection with the Cornerstone Placing.
Cithara Fund
Cithara Global Multi-Strategy SPC — Bosideng Industry Investment Fund SP (“ Cithara
Fund ”) is an exempted segregated portfolio company incorporated in the Cayman Islands in
2021. The Cithara Fund’s objective is to deliver risk adjusted absolute return with a focus on
long-term capital preservation. The investment manager of Cithara Fund is Cithara Investment
International Limited (“ Cithara ”), a company incorporated in Hong Kong in 2016 and licensed
to conduct Type 4 (advising on securities) and Type 9 (asset management) of the regulated
activities as defined under the SFO. Cithara is ultimately wholly owned by Zhang Jun who is
an independent third party. Song Y an, an independent third party, is the ultimate beneficial
owner of Cithara Fund with more than 30% of beneficial interest. No other ultimate beneficial
owner of Cithara Fund holds 30% or more of beneficial interest.
CORNERSTONE INVESTORS
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--- page 310 ---
Shanghai Tongyi and HTCI (in connection with the Tongyi OTC Swaps)
Huatai Capital Investment Limited (“ HTCI ”) and Huatai Securities Company Limited
(“HTSC ”) will enter into a series of cross border over-the-counter (“ OTC”) swap transactions
(collectively, the “ Tongyi OTC Swaps ”) with each other and their ultimate clients (the “ HTCI
Ultimate Clients (Tongyi) ”), pursuant to which HTCI will hold the Offer Shares on a
non-discretionary basis to hedge the Tongyi OTC Swaps while the economic risks and returns
of the underlying Offer Shares are passed to the HTCI Ultimate Clients (Tongyi), subject to
customary fees and commissions. The Tongyi OTC Swaps will be fully funded by the HTCI
Ultimate Clients (Tongyi). During the terms of the Tongyi OTC Swaps, all economic returns
of the Offer Shares subscribed by HTCI will be passed to the HTCI Ultimate Clients (Tongyi)
and all economic loss shall be borne by the HTCI Ultimate Clients (Tongyi) through the Tongyi
OTC Swaps, and HTCI will not take part in any economic return or bear any economic loss in
relation to the Offer Shares. The Tongyi OTC Swaps are linked to the Offer Shares and the
HTCI Ultimate Clients (Tongyi) may, after expiration of the lock-up period beginning from the
Listing Date and ending on the date which is six months from the Listing Date, request to early
terminate the Tongyi OTC Swaps at their own discretions, upon which HTCI may dispose of
the Offer Shares and settle the Tongyi OTC Swaps in cash in accordance with the terms and
conditions of the Tongyi OTC Swaps. Despite that HTCI will hold the legal title of the Offer
Shares by itself, it will not exercise the voting rights attaching to the relevant Offer Shares
during the terms of the Tongyi OTC Swaps according to its internal policy. To the best of
HTCI’s knowledge having made all reasonable inquiries, each of the HTCI Ultimate Clients
(Tongyi) is an independent third party of HTCI, Huatai and the companies which are members
of the same group of Huatai Financial Holdings (Hong Kong) Limited (“ Huatai ”). Huang
Shilin, an independent third party, is the ultimate beneficial owner of the HTCI Ultimate
Clients (Tongyi) with more than 30% of beneficial interest. No other ultimate beneficial owner
of the HTCI Ultimate Clients (Tongyi) holds 30% or more of beneficial interest.
Both HTCI and Huatai, one of the Capital Market Intermediaries of the Global Offering,
are indirect wholly-owned subsidiaries of HTSC, the A shares of which are listed on the
Shanghai Stock Exchange (stock code: 601688), the H shares of which are listed on the Stock
Exchange (stock code: 6886), and the global depositary receipts of which are listed on the
London Stock Exchange (LON: HTSC). HTCI is a connected client (as defined under Appendix
F1 to the Listing Rules) of Huatai, holding securities on a non-discretionary basis on behalf of
independent third parties. Our Company has applied to the Stock Exchange for, and the Stock
Exchange has granted us, its consent under paragraph 5(1) of Appendix F1 to the Listing Rules
to permit us to allocate the Offer Shares to HTCI. See “Waivers from Strict Compliance with
the Listing Rules — Consent in Respect of the Proposed Subscription of Shares by A
Cornerstone Investor Who is a Connected Client.”
The HTCI Ultimate Clients (Tongyi) are two domestic private funds (namely Tongyi
Anxin No. 2 Private Securities Investment Fund (τ㒥2ږand Tongyi
Y uxin No. 2 Private Securities Investment Fund (༃㒥2ږmanaged by
Shanghai Tongyi Investment Management Co., Ltd (ʮ̡)( “ Shanghai
Tongyi”) in its capacity as fund manager. Shanghai Tongyi is a PRC domestic asset manager
CORNERSTONE INVESTORS
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--- page 311 ---
specializing in long-term value discovery and creation. Leveraging a diversified suite of
financial instruments, it is committed to delivering consistent and stable absolute investment
returns for clients with varying risk profiles across both domestic and international markets.
Mr. Chu Yibo is the chairman, a major shareholder and an ultimate beneficial owner of
Shanghai Tongyi holding approximately 40.48% equity interest. No other shareholder holds
30% or more interest in Shanghai Tongyi. As confirmed by Shanghai Tongyi, the subscription
of the Offer Shares as Cornerstone Investor will be made by Shanghai Tongyi in its capacity
as the fund manager of domestic private funds through total return swap mechanism.
Great Praise
Great Praise Investment SPC— Selected AI Fund SP (“ Great Praise ”) is a company
incorporated in the Cayman Islands. It primarily engages in investments. The ultimate
controlling shareholders of Great Praise are Mr. Hu Chao (൴) and Mr. Wong Chiu ( ˮ൴)
(management shareholders who are independent third parties with extensive investment
experience), holding 80% and 20% of the interests in Great Praise, respectively. Mr. Hu and
Mr. Wong participated investments in Laopu Gold Co., Ltd. (ʮ̡)
(06181.HK), Horizon Robotics (09660.HK) and SHENZHEN DOBOT CORP LTD ( ଉέ̹൳
ʮ̡) (02432.HK).
The table below sets out details of the Cornerstone Placing:
Based on the Offer Price of HK$62.01 (being the low end of the indicative Offer Price
range)
Assuming the Over-allotment
Option is not exercised
Assuming the Over-allotment
Option is fully exercise
Cornerstone Investor
Investment
amount (1)
Number of
Offer Shares (2)
Approximate
percentage of
the Offer
Shares
Approximate
percentage of the
Shares in issue
immediately
following the
completion of
the Global
Offering
Approximate
percentage of
the Offer
Shares
Approximate
percentage of the
Shares in issue
immediately
following the
completion of
the Global
Offering
(US$ in million) (%) (%) (%) (%)
Cithara Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.0 628,700 5.73 0.69 4.98 0.68
Shanghai Tongyi and HTCI
(in connection with the
Tongyi OTC Swaps) /H1118/H1118/H1118/H11185.0 628,700 5.73 0.69 4.98 0.68
Great Praise /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.0 628,700 5.73 0.69 4.98 0.68
CORNERSTONE INVESTORS
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--- page 312 ---
Notes:
1. Exclusive of brokerage, AFRC transaction levy, SFC transaction levy, and Stock Exchange trading fee, and to
be converted from/to Hong Kong dollars based on the exchange rate set out in “Information about This
Prospectus and the Global Offering — Exchange Rate Conversion.”
2. Rounded down to the nearest whole board lot of 100 Shares and calculated based on the exchange rate set out
in “Information about This Prospectus and the Global Offering — Exchange Rate Conversion.”
Based on the Offer Price of HK$66.60 (being the mid-point of the indicative Offer Price
range)
Assuming the Over-allotment
Option is not exercised
Assuming the Over-allotment
Option is fully exercise
Cornerstone Investor
Investment
amount (1)
Number of
Offer Shares (2)
Approximate
percentage of
the Offer
Shares
Approximate
percentage of the
Shares in issue
immediately
following the
completion of
the Global
Offering
Approximate
percentage of
the Offer
Shares
Approximate
percentage of the
Shares in issue
immediately
following the
completion of
the Global
Offering
(US$ in million) (%) (%) (%) (%)
Cithara Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.0 585,400 5.33 0.65 4.64 0.63
Shanghai Tongyi and HTCI
(in connection with the
Tongyi OTC Swaps) /H1118/H1118/H1118/H11185.0 585,400 5.33 0.65 4.64 0.63
Great Praise /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.0 585,400 5.33 0.65 4.64 0.63
Notes:
1. Exclusive of brokerage, AFRC transaction levy, SFC transaction levy, and Stock Exchange trading fee, and to
be converted from/to Hong Kong dollars based on the exchange rate set out in “Information about This
Prospectus and the Global Offering — Exchange Rate Conversion.”
2. Rounded down to the nearest whole board lot of 100 Shares and calculated based on the exchange rate set out
in “Information about This Prospectus and the Global Offering — Exchange Rate Conversion.”
CORNERSTONE INVESTORS
– 303 –


--- page 313 ---
Based on the Offer Price of HK$71.20 (being the high end of the indicative Offer Price
range)
Assuming the Over-allotment
Option is not exercised
Assuming the Over-allotment
Option is fully exercise
Cornerstone Investor
Investment
amount (1)
Number of
Offer Shares (2)
Approximate
percentage of
the Offer
Shares
Approximate
percentage of the
Shares in issue
immediately
following the
completion of
the Global
Offering
Approximate
percentage of
the Offer
Shares
Approximate
percentage of the
Shares in issue
immediately
following the
completion of
the Global
Offering
(US$ in million) (%) (%) (%) (%)
Cithara Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.0 547,500 4.99 0.60 4.34 0.59
Shanghai Tongyi and HTCI
(in connection with the
Tongyi OTC Swaps) /H1118/H1118/H1118/H11185.0 547,500 4.99 0.60 4.34 0.59
Great Praise /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.0 547,500 4.99 0.60 4.34 0.59
Notes:
1. Exclusive of brokerage, AFRC transaction levy, SFC transaction levy, and Stock Exchange trading fee, and to
be converted from/to Hong Kong dollars based on the exchange rate set out in “Information about This
Prospectus and the Global Offering — Exchange Rate Conversion.”
2. Rounded down to the nearest whole board lot of 100 Shares and calculated based on the exchange rate set out
in “Information about This Prospectus and the Global Offering — Exchange Rate Conversion.”
CONDITIONS PRECEDENT
The obligations of each Cornerstone Investor to subscribe for the Offer Shares under the
respective Cornerstone Investment Agreements are subject to, among others, the following
closing conditions:
(a) the underwriting agreements for the Hong Kong Public Offering and the
International Offering being entered into and having become effective and
unconditional (in accordance with their respective original terms or as subsequently
waived or varied by agreement of the parties thereto) by no later than the time and
date as specified in these underwriting agreements, and neither of the aforesaid
underwriting agreements having been terminated;
(b) the Offer Price having been agreed upon between our Company and the Overall
Coordinators (for themselves and on behalf of the Underwriters);
CORNERSTONE INVESTORS
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--- page 314 ---
(c) the Listing Committee of the Stock Exchange having granted the listing of, and
permission to deal in, the Shares (including the Shares under the Cornerstone
Placing as well as other applicable waivers and approvals) and such approval,
permission or waiver having not been revoked prior to the commencement of
dealings in the Shares on the Stock Exchange;
(d) no laws shall have been enacted or promulgated by any governmental authority
which prohibits the consummation of the transactions contemplated in the Global
Offering or the Cornerstone Investment Agreements and there shall be no orders or
injunctions from a court of competent jurisdiction in effect precluding or prohibiting
consummation of such transactions; and
(e) the representations, warranties, undertakings, acknowledgements and confirmations
of the Cornerstone Investors under the respective Cornerstone Investment
Agreements are (as of the date of the Cornerstone Investment Agreements) and will
be (as of the Listing Date) accurate, true and complete in all respects and not
misleading or deceptive and that there is no breach of any of the Cornerstone
Investment Agreements on the part of the respective Cornerstone Investors.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each of the Cornerstone Investors has agreed that without the prior written consent of
each of our Company, the Overall Coordinators and the Joint Sponsors, it will not, whether
directly or indirectly, at any time during the period of six months from and including the
Listing Date (the “ Lock-up Period ”), dispose of, in any way, any of the Offer Shares or any
interest in any company or entity holding such Offer Shares, save for certain limited
circumstances, such as transfers to any of its wholly-owned subsidiaries who will be bound by
the same obligations of such Cornerstone Investors, including the Lock-up Period restriction.
CORNERSTONE INVESTORS
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--- page 315 ---
BOARD OF DIRECTORS
Immediately upon the completion of the Global Offering, our Board will comprise six
Directors, including three executive Directors and three independent non-executive Directors.
The table below sets out certain information of our Directors.
Name Age Position
Date of
appointment as
director
Date of joining
our Group Responsibilities
Executive Directors
Mr. Wang Wei ( ӓᇲ)/H1118/H1118/H1118/H1118/H111840 Chairman of our
Board and
executive
Director
November 14,
2018
November 14,
2018
Overseeing the
strategic planning,
global business
expansion, and
product R&D of our
Group
Ms. Shen Ling (ࡗ)H1118/H1118/H1118/H111845 Executive
Director and
CEO
October 13, 2020 May 13, 2019 Overseeing the
operations
management, sales
and marketing, and
business
development of our
Group
Mr. Y an Dong ( ᕙಊ) /H1118/H1118/H1118/H1118/H111853 Executive
Director
December 31,
2024
June 1, 2023 Overseeing the
corporate governance
and board affairs of
our Group
Independent Non-executive Directors
Mr. Y an Jianjun (ࠏ)H1118/H111859 Independent non-
executive
Director
Listing Date Listing Date Supervising and
providing
independent
judgment to our
Board
Mr. Y u Chun Kau (ଢ) /H111852 Independent non-
executive
Director
Listing Date Listing Date Supervising and
providing
independent
judgment to our
Board
Ms. Chan Wing Ki ( ௓጑೘) /H111841 Independent non-
executive
Director
Listing Date Listing Date Supervising and
providing
independent
judgment to our
Board
DIRECTORS AND SENIOR MANAGEMENT
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--- page 316 ---
Executive Directors
Mr. Wang Wei ( ӓᇲ), aged 40, was appointed as the chairman of the board of directors
of BeBeBus Technology on November 14, 2018 and as a Director on August 2, 2023. He was
appointed as chairman of our Board and re-designated as an executive Director on December
31, 2024. Mr. Wang is the founder of our Group and is responsible for overseeing the strategic
planning, global business expansion, and product R&D of our Group. Since the inception of
our Group, Mr. Wang has played a vital role in the development and success of our business.
He also serves as a director of BeBeBus Technology.
Mr. Wang has abundant experience in consumer brand positioning and communication,
product positioning based on user behavior research, creating top-selling products, brand
management, and corporate strategic positioning. From 2011 to 2018, he served as the chief
executive officer of Kunshan Xinbeiyi Commerce Co., Ltd. (ʮ̡), a
company specializing in the wholesale and distribution of nursery products. During his tenure,
Mr. Wang gained valuable experience in product positioning, consumer profiling, sales
strategies design and execution, and marketing analysis.
Mr. Wang became a member of the Forbes Global Alliance ( ၅̺౶ᐑଢᑌຑ)i n
December 2022. He was also recognized as an Outstanding Individual for Regional
Development Contribution in Putuo District (ɛ) by the CPC
Shanghai Putuo District Committee (ึ) and the People’s Government
of Shanghai Putuo District (ִ݁in September 2022.
Mr. Wang completed the courses of executive master’s degree in business administration
from the Hong Kong University of Science and Technology (Ҧɽኪ). He is also
pursuing a doctoral degree in business administration at the Hong Kong Polytechnic University
(ಥଣʈɽኪ).
Ms. Shen Ling (ࡗ)aged 45, was appointed as a director of BeBeBus Technology on
October 13, 2020 and as a Director on January 9, 2024. She was re-designated as an executive
Director on December 31, 2024. Ms. Shen was also appointed as our CEO on May 13, 2019.
Ms. Shen is the co-founder of our Group and is responsible for overseeing the operations
management, sales and marketing, and business development of our Group. She also serves as
the general manager of BeBeBus Technology.
Ms. Shen has extensive experience in sales and marketing in the nursery product industry.
From May 2006 to April 2019, she served as the sales director of Ningbo MAX-INF Baby
Product Co., Ltd. (ʮ̡), primarily responsible for sales and marketing,
channel expansion and overall management in China. During her tenure, Ms. Shen gained
valuable experience in establishing and maintaining sales and marketing system, developing
promotion strategies, conducting market research, and managing sales efforts.
DIRECTORS AND SENIOR MANAGEMENT
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--- page 317 ---
Ms. Shen was recognized as an Outstanding Individual in Putuo District (ࡈ
ɛ) by the People’s Government of Putuo District, Shanghai (ִ݁i n
December 2022. She was also elected as a member of the council of Ningbo Chamber of
Commerce in Shanghai (ਠึ) in December 2022.
Ms. Shen obtained a bachelor’s degree in international economics and trade through
distance learning from Hunan University of Technology (ʈุɽኪ) in June 2023.
Mr. Y an Dong (ᕙಊ), aged 53, was appointed as our executive Director on December 31,
2024. Mr. Y an is responsible for overseeing the corporate governance and board affairs of our
Group. Mr. Y an joined our Group on June 1, 2023 and has been serving as our board secretary
since then.
Mr. Y an has abundant experience in corporate finance and equity investment. From
January 2017 to April 2018, he served as the vice president of Guangzhou 5idea Holding Co.,
Ltd. (ʮ̡), primarily responsible for the company’s fund management,
equity investment, financing and incubation services. From April 2018 to May 2023, Mr. Y an
served as the chairman of Guangzhou Ronghui Technology Co., Ltd. (ʮ̡),
primarily responsible for the company’s development planning and equity investment and
financing activities.
Mr. Y an obtained a bachelor’s degree in law majoring in political science from Fudan
University ( ూ͇ɽኪ) in July 1996.
Independent Non-executive Directors
Mr. Y an Jianjun (ࠏ)aged 59, was appointed as an independent non-executive
Director with effect from the Listing Date. Mr. Y an will be responsible for supervising and
providing independent judgment to our Board.
Mr. Y an has over 24 years of experience in the information technology industry. Mr. Y an
has been serving as the chairman of Shanghai Zhida Technology Group Co., Ltd. (߅
ʮ̡) since January 1999.
Mr. Y an was the representative of the 12th, 13th and 14th Shanghai Municipal People’s
Congress (ɽึ). He was recognized as a National
Model Worker ( Ό਷௶ਗᅼᇍ) by the State Council in April 2005. He was named as one of
China’s Outstanding Entrepreneur in Private Technology Companies of 2007 (2007ʕ਷Ꮄ
࢕in August 2007 and granted the Technology Innovation Entrepreneur
Award (ᆤ) in December 2010, both by the All-China Federation of Industry
and Commerce ( ʕശΌ਷ʈਠุᑌΥึ). Mr. Y an was also named as one of the Ten
Outstanding Y oung Persons of Shanghai (ϋ).
DIRECTORS AND SENIOR MANAGEMENT
– 308 –


--- page 318 ---
Mr. Y an served as an independent director of Shanghai Lonyer Data Co., Ltd. ( ɪऎᎲρ
ʮ̡) (a company listed on the Shanghai Stock Exchange (stock code: 603003))
from June 2020 to July 2024. He has also been an independent non-executive director of Jinhai
Medical Technology Limited (ʮ̡) (formerly known as Jinhai
International Group Holdings Limited (ʮ̡)) (a company listed on the
Stock Exchange (stock code: 02225)) since July 2019.
Mr. Y an obtained a bachelor’s degree in automation engineering from Shanghai
University of Engineering Science ( ɪऎʈ೻Ҧஔɽኪ) in November 1988, and a master’s
degree in business administration from China Europe International Business School ( ʕᆄ਷ყ
ʈਠኪ৫) in April 2003.
Mr. Yu Chun Kau (ଢ), aged 52, was appointed as an independent non-executive
Director with effect from the Listing Date. Mr. Y u will be responsible for supervising and
providing independent judgment to our Board.
Mr. Y u has over 25 years of experience in accounting, corporate finance, compliance and
auditing. He started his career at KPMG in August 1994, and then worked for various Hong
Kong listed companies and multinational corporations as executive director, chief financial
officer and company secretary. Mr. Y u has been an independent non-executive director of
Forward Fashion (International) Holdings Company Limited (ࣜ֠(਷ყ)ʮ̡)( a
company listed on the Stock Exchange (stock code: 02528)) since December 2019. He has been
the chief financial officer and company secretary of Jacobson Pharma Corporation Limited ( ඩ
ʮ̡) (a company listed on the Stock Exchange (stock code: 02633)) since
January 2019 and April 2021, respectively. Mr. Y u has also been the company secretary of JBM
(Healthcare) Limited (ߴߴ࠴(਄)ʮ̡) (a company listed on the Stock Exchange
(stock code: 02161)) since November 2023. From December 2017 to June 2025, he served as
an independent non-executive director of Ruifeng Power Group Company Limited ( ๿ᔮਗɢ
ʮ̡) (a company listed on the Stock Exchange (stock code: 02025)).
Mr. Y u obtained a bachelor’s degree in business administration from The Chinese
University of Hong Kong (ಥʕ˖ɽኪ) in December 1994, and a master’s degree in
corporate governance from The Open University of Hong Kong (ಥʮකɽኪ) (now known
as the Hong Kong Metropolitan University (ಥேึɽኪ)) in June 2005. Mr. Y u was admitted
as a fellow of The Association of Chartered Certified Accountants (ʈึ)
(“ACCA ”) in November 2002, a fellow of the Hong Kong Institute of Certified Public
Accountants (ʈึ)( “ HKICPA ”) in July 2005, a senior international finance
manager of the International Financial Management Association in March 2007, a fellow of
The Institute of Chartered Accountants in England and Wales in April 2015, and a fellow of
both The Hong Kong Chartered Governance Institute (ଣʈึ)) and The Chartered
Governance Institute in September 2016. Mr. Y u was first registered as a Certified Public
Accountant (Practicing) of the HKICPA in December 1997.
DIRECTORS AND SENIOR MANAGEMENT
– 309 –


--- page 319 ---
Ms. Chan Wing Ki ( ௓጑೘), aged 41, was appointed as an independent non-executive
Director with effect from the Listing Date. Ms. Chan will be responsible for supervising and
providing independent judgment to our Board.
Ms. Chan has over ten years of experience in legal practice and corporate governance.
From September 2008 to September 2011, Ms. Chan worked at Allen & Overy with her last
position as an associate. From October 2011 to June 2016, she worked at Davis Polk &
Wardwell as an associate. From January 2017 to May 2017, Ms. Chan worked at King & Wood
Mallesons as a managing associate. From July 2017 to April 2018, she worked at Latham &
Watkins as an associate. From May 2018 to April 2021, she worked at Xiaomi Corporation (a
company listed on the Stock Exchange (stock code: 01810)), with her last position as the head
of legal and finance and joint company secretary. From May 2021 to June 2021, she worked
at Kuaishou as a senior director of the company secretary department. From June 2021 to
September 2022, she worked at ECARX Holdings Inc. (a company listed on the Nasdaq Stock
Market (symbol: ECX)) as the secretary to the board. Since October 2022, she has been serving
as the group general counsel and company secretary of China Gas Holdings Limited (a
company listed on the Stock Exchange (stock code: 00384)).
Ms. Chan has been serving as an independent non-executive director of QuantumPharm
Inc. (a company listed on the Stock Exchange (stock code: 02228)) since May 2024.
Ms. Chan obtained a bachelor’s degree in business administration (law) and a bachelor’s
degree in law from The University of Hong Kong in December 2006 and November 2007,
respectively. Ms. Chan was admitted as a solicitor of Hong Kong by the High Court of Hong
Kong in January 2011, and as an attorney of the State of New Y ork, United States, in January
2019. She has been a member of the general committee of The Chamber of Hong Kong Listed
Companies (ಥɪ̹ʮ̡ਠึ) since June 2024. Ms. Chan also became a Certified
Environmental, Social and Governance Analyst of The European Federation of Financial
Analysts Societies in August 2024.
SENIOR MANAGEMENT
Immediately upon the completion of the Global Offering, our senior management will
comprise three members.
The table below sets out certain information of our senior management.
Name Age Position
Date of
appointment as
senior
management
Date of joining
our Group Responsibilities
Ms. Shen Ling (ࡗ)H1118/H1118/H1118/H111845 CEO May 13, 2019 May 13, 2019 Overseeing the
operations
management, sales
and marketing, and
business
development of our
Group
DIRECTORS AND SENIOR MANAGEMENT
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--- page 320 ---
Name Age Position
Date of
appointment as
senior
management
Date of joining
our Group Responsibilities
Mr. Lam Chun Kit (௫) /H111851 CFO October 9, 2023 October 9, 2023 Overseeing the
financial and
accounting affairs of
our Group
Mr. Zuo Limin ( ̸л͏) /H1118/H1118/H111849 Director of
supply chain
and
manufacturing
January 4, 2021 January 4, 2021 Overseeing the supply
chain and
manufacturing
management of our
Group
Ms. Shen Ling (ࡗ)aged 45, was appointed as our CEO on May 13, 2019. For details
of her biography, see “— Board of Directors” in this section.
Mr. Lam Chun Kit (௫), aged 51, was appointed as our CFO on October 9, 2023.
Mr. Lam is responsible for overseeing the financial and accounting affairs of our Group.
Mr. Lam has over 29 years of experience in accounting and finance. In the early years of
his career, Mr. Lam held various positions in one Big Four accounting firm for nearly a decade.
From May 2013 to August 2014, Mr. Lam was the executive vice president and chief
accounting officer of Sanpower Group Co., Ltd. (ʮ̡), an investment company
in China. From September 2014 to August 2017, Mr. Lam served as the vice president of
finance of Hengdeli Holdings Limited (ʮ̡) (a company listed on the Stock
Exchange (stock code: 03389)), a retailer and wholesaler of international brand watches in
China, where he oversaw its overall financial operations. From December 2017 to September
2018, Mr. Lam served as the chief financing officer of Jiangsu Meizhi Investment Development
Co., Ltd. (ʮ̡) (formerly known as Jiangsu Huantai Group Co., Ltd.
(ʮ̡)), a Chinese solar photovoltaic company specializing in
manufacturing high quality solar wafers. From October 2018 to September 2020, he served as
the chief financing officer of Shanghai Matt Education Technology Co., Ltd. (߅
ʮ̡).
Mr. Lam obtained a bachelor’s degree in accountancy from City University of Hong Kong
(̹ɽኪ) in November 1995. He is a fellow member of the ACCA and a member of the
HKICPA.
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Mr. Zuo Limin ( ̸л͏), aged 49, was appointed as our director of supply chain and
manufacturing on January 4, 2021. Mr. Zuo is responsible for overseeing the supply chain and
manufacturing management of our Group.
Mr. Zuo has over 20 years of experience in supply chain and manufacturing management.
From January 2001 to December 2002, Mr. Zuo worked at Ningbo Bird Co., Ltd. (ٰ
ʮ̡) (a company listed on the Shanghai Stock Exchange (stock code: 600130)). From
January 2003 to November 2008, he served as an assembly workshop supervisor in the
manufacturing department of Ningbo Bird Sagem Electronics Co., Ltd. (ኬᔜਿ֍ཥɿ
ʮ̡). From May 2013 to March 2020, Mr. Zuo successively served as the operation
director of the operation center of MAX-INF (Ningbo) Baby Product Co., Ltd. (ѿ(ྐྵ
ت)ʮ̡) and its wholly-owned subsidiary, Ningbo Babe First Baby Products Co.,
Ltd. (ʮ̡). From March 2020 to November 2020, he worked at
Ningbo Y unsheng Auto Electric, Inc. (ʮ̡), with his last position
as the general manager.
Mr. Zuo obtained a bachelor’s degree in electrical machines and control from Zhengzhou
College of Light Industry ( ቍψჀʈุኪ৫) (now known as Zhengzhou University of Light
Industry ( ቍψჀʈุɽኪ)) in July 2000.
INTERESTS OF OUR DIRECTORS AND SENIOR MANAGEMENT
Save as otherwise disclosed in this prospectus, to the best knowledge, information and
belief of our Directors having made all reasonable enquiries, as of the Latest Practicable Date:
(a) none of our Directors and senior management has held any other directorship in any
public company the securities of which are listed on any securities market in Hong
Kong or overseas during the three years immediately preceding the date of this
prospectus;
(b) none of our Directors and senior management was related to other Directors and
senior management;
(c) save as disclosed in “Appendix IV — Statutory and General Information — C.
Further Information about Our Directors and Substantial Shareholders — 3.
Disclosure of Interests,” none of our Directors and chief executive held any interest
in the shares and underlying shares of our Company and our associated corporations
which should be disclosed pursuant to Part XV of the SFO; and
(d) there was no other matter with respect to the appointment of our Directors that needs
to be brought to the attention of our Shareholders, and there was no information
relating to our Directors that is required to be disclosed pursuant to Rule 13.51(2)(h)
to (v) of the Listing Rules.
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CONFIRMATION FROM OUR DIRECTORS
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 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 December 16, 2024, and (ii) understands his or
her obligations as a director of a listed issuer.
Each of our independent non-executive Directors has confirmed (i) his/her independence
as regards each of the factors referred to in Rule 3.13(1) to (8) of the Listing Rules, (ii) he/she
had no past or present financial or other interest in the business of our Company or our
subsidiaries or any connection with any core connected person of our Company as of the Latest
Practicable Date, and (iii) that there have been no other factors that might affect his/her
independence at the time of his/her appointment.
REMUNERATION OF OUR DIRECTORS AND SENIOR MANAGEMENT
For details of the service contracts and appointment letters we entered into with our
Directors, see “Appendix IV — Statutory and General Information — C. Further Information
about Our Directors and Substantial Shareholders — 1. Particulars of Directors’ Service
Contracts and Appointment Letters.”
The aggregate amount of emoluments of our Directors for the three years ended
December 31, 2022, 2023 and 2024 and the six months ended June 30, 2025 amounted to
approximately RMB3.0 million, RMB6.1 million, RMB11.5 million, and RMB9.1 million,
respectively. The aggregate amount of emoluments of our five highest paid individuals
(excluding Directors) for the three years ended December 31, 2022, 2023 and 2024 and the six
months ended June 30, 2025 amounted to approximately RMB5.0 million, RMB5.4 million,
RMB7.8 million, and RMB9.4 million, respectively.
Under the current compensation arrangement, we estimate the total compensation before
taxation, including estimated share-based compensation, to be accrued to our Directors for the
year ending December 31, 2025 to be approximately RMB15.2 million. The actual
remuneration of our Directors in 2025 may be different from the expected remuneration set out
above.
Save as disclosed above, no other payments have been paid, or are payable, by our Group
to our Directors or the five highest paid individuals during the Track Record Period. No
remuneration was paid by our Company to, or receivable by, our Directors or the five highest
paid individuals as an inducement to join or upon joining our Company, or as compensation for
loss of office in connection with the management positions of any member of our Group.
During the Track Record Period, none of our Directors waived any emoluments.
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JOINT COMPANY SECRETARIES
Mr. Y an Dong ( ᕙಊ) was appointed as a joint company secretary of our Company with
effect from December 31, 2024. For details of his biography, see “— Board of Directors” in
this section.
Ms. Au Wing Han (ᄫ) was appointed as a joint company secretary of our Company
with effect from December 31, 2024.
Ms. Au is an assistant manager of SWCS Corporate Services Group (Hong Kong)
Limited, a professional services provider specializing in corporate services. She has over nine
years of experience in corporate secretarial field, and is responsible for providing corporate
service to listed and private companies.
Ms. Au has been serving as the company secretary of Yincheng International Holding Co.,
Ltd. (ʮ̡) (a company listed on the Stock Exchange (stock code: 01902))
since May 2023, and the joint company secretary of Xiaocaiyuan International Holding Ltd.
(ʮ̡) (a company listed on the Stock Exchange (stock code: 00999))
since December 2024.
Ms. Au obtained a bachelor’s degree in business administration from Hong Kong Shue
Y an University (ಥዓʠɽኪ) in July 2015. She is an associate member of both The Hong
Kong Chartered Governance Institute and The Chartered Governance Institute in the United
Kingdom.
SHARE INCENTIVE PLAN
We adopted the Share Incentive Plan on September 26, 2024. For further information
regarding the terms and information of the participants of the Share Incentive Plan, see
“Appendix IV — Statutory and General Information — D. Share Incentive Plan.”
CORPORATE GOVERNANCE
We have established three Board committees, namely the Audit Committee, the
Nomination Committee, and the Remuneration Committee. Our Board committees operate in
accordance with the terms of reference established by our Board.
Audit Committee
We have established the Audit Committee with written terms of reference in compliance
with Rule 3.21 of the Listing Rules and paragraph D.3 of the Corporate Governance Code. The
Audit Committee comprises three independent non-executive Directors, namely Mr. Y u Chun
Kau (ଢ), Mr. Y an Jianjun (ࠏand Ms. Chan Wing Ki ( ௓጑೘), with Mr. Y u Chun
Kau (ଢ) currently serving as the chairperson. Mr. Y u has the appropriate accounting or
related financial management expertise as required under Rules 3.10(2) and 3.21 of the Listing
Rules. The primary duties of the Audit Committee include, among others, assisting our Board
by providing an independent view of the effectiveness of our financial reporting process,
internal control and risk management systems of our Group, overseeing the audit process, and
performing other duties and responsibilities assigned by our Board.
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Nomination Committee
We have established the Nomination Committee with written terms of reference in
compliance with Rule 3.27A of the Listing Rules and paragraph B.3 of the Corporate
Governance Code. The Nomination Committee comprises one executive Director and two
independent non-executive Directors, namely Mr. Wang, Ms. Chan Wing Ki ( ௓጑೘), and Mr.
Y u Chun Kau (ଢ), with Mr. Wang currently serving as the chairperson. The primary duties
of the Nomination Committee include, among others, reviewing the structure, size and
composition of our Board, assisting our Board in maintaining a board skills matrix, assessing
the independence of our independent non-executive Directors, making recommendations to our
Board on matters relating to the appointment of Directors, and performing other duties and
responsibilities assigned by our Board.
Remuneration Committee
We have established the Remuneration Committee with written terms of reference in
compliance with Rule 3.25 of the Listing Rules and paragraph E.1 of the Corporate Governance
Code. The Remuneration Committee comprises one executive Director and two independent
non-executive Directors, namely Mr. Y an Jianjun (ࠏMr. Wang, and Mr. Y u Chun Kau
(ଢ), with Mr. Y an currently serving as the chairperson. The primary duties of the
Remuneration Committee include, among others, making recommendations to our Board on
our policy and structure for the remuneration of all Directors and senior management,
determining specific remuneration packages of all Directors and senior management, reviewing
and approving performance-based remuneration by reference to corporate goals and objectives
resolved by our Board from time to time, and performing other duties and responsibilities
assigned by our Board.
Corporate Governance Code
Our Company is committed to achieving high standards of corporate governance with a
view to safeguarding the interests of our Shareholders. To accomplish this, our Company
intends to comply with the Corporate Governance Code after the Listing.
Diversity Policy
We are committed to promoting diversity within our Company to the extent practicable
by taking into consideration a number of factors in respect of our corporate governance
structure. We have adopted a diversity policy which sets out the objective and approach for
achieving and maintaining the diversity of our Board and our workforce (including senior
management). In accordance with the diversity policy, we seek to achieve board diversity by
taking into account a number of factors, including but not limited to gender, age, ethnicity,
culture and educational background, professional experience, skills, knowledge and length of
service. The ultimate selection of Board candidates will be based on merit and potential
contribution to our Board having due regard to the benefits of diversity on our Board and also
the specific needs of our Company without focusing on a single diversity aspect. We are also
committed to promoting diversity within our workforce (including senior management) to
enhance the effectiveness of our corporate governance as a whole.
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Our Directors have a balanced mix of knowledge and skills, including overall
management and strategic development as well as knowledge and experience in areas such as
consumer brand positioning and communication, product positioning based on user behavior
research, creating top-selling products, brand management, corporate strategic positioning,
sales and marketing, corporate finance, information technology, accounting, compliance,
auditing, legal practice, and corporate governance. They obtained degrees in various fields
including business administration, international economics and trade, law, automation
engineering, and corporate governance. Furthermore, our Board has a diverse age and gender
representation with four male Directors and two female Directors ranging from 40 years old to
59 years old.
After the Listing, we will from time to time discuss and agree on expected goals to ensure
diversity, and review and, where necessary, update the diversity policy to ensure its continued
effectiveness. We will report on the implementation of the diversity policy in our corporate
governance report on an annual basis.
COMPLIANCE ADVISOR
We have appointed Somerley Capital Limited as our Compliance Advisor pursuant to
Rule 3A.19 of the Listing Rules. The Compliance Advisor will provide us with guidance and
advice as to compliance with the Listing Rules and applicable laws and regulations. Pursuant
to Rule 3A.23 of the Listing Rules, the Compliance Advisor will advise our Company in certain
circumstances, including:
(a) before the publication of any regulatory announcement, circular or financial report;
(b) where a transaction, which might be a notifiable or connected transaction, is
contemplated, including share issues, sales or transfers of treasury shares and share
repurchases;
(c) where we propose to use the proceeds from the Global Offering in a manner different
from that detailed in this prospectus or where our business activities, developments
or results deviate from any forecast, estimate or other information in this prospectus;
and
(d) where the Stock Exchange makes an inquiry to our Company under Rule 13.10 of
the Listing Rules.
Pursuant to the Note to Rule 3A.24 of the Listing Rules, the Compliance Advisor must,
on a timely basis, inform our Company of any amendment or supplement to the Listing Rules
and any new or amended laws and regulations in Hong Kong applicable to us.
The term of appointment of our Compliance Advisor will commence on the Listing Date
and is expected to end on the date on which our Company complies with Rule 13.46 of the
Listing Rules in respect of our financial results for the first full financial year commencing
after the Listing Date.
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You should read the following discussion and analysis in conjunction with the
historical financial information as of and for each of the years ended December 31, 2022,
2023, 2024 and the six months ended June 30, 2024 and 2025, and the notes thereto
included in the Accountants’ Report which have been prepared in accordance with
HKFRS Accounting Standards and the selected financial information and operating data
included elsewhere in this prospectus.
Our historical results do not necessarily indicate results expected for any future
periods. The following discussion and analysis contain forward-looking statements that
involve risks and uncertainties. Our actual results may differ from those anticipated in
these forward-looking statements as a result of any number of factors, including those set
forth in “Forward-looking Statements” and “Risk Factors.” In evaluating our business,
you should carefully consider the information provided in “Risk Factors.”
OVERVIEW
We are a China-based company specializing in the design and sale of nursery products.
BeBeBus, our first brand introduced in 2019, has become a renowned brand in China’s nursery
product market, serving mid- to high-end consumers. Within five years, BeBeBus has carved
out a space by competing in the mid- to high-end segment, which accounted for 23.6% of the
total nursery product market in 2024. According to Frost & Sullivan, BeBeBus ranked second
among China’s nursery product brands in terms of GMV of mid- to high-end nursery products
in 2024, with a market share of 4.2%, underscoring our success and strong market presence.
To date, we are extending our footprint into major international markets such as Europe,
Southeast Asia, and North America. At the same time, we are working to broaden our portfolio
by exploring new family lifestyle scenarios that resonate with modern households.
We have established a proven growth model by initially entering nursery product
segments such as strollers, car seats, cribs and highchairs, characterized by product complexity,
strong demand, and high transaction value. This strategy allows us to rapidly gain recognition
from our target users for both our product excellence and brand image, setting the stage for
expansion into a wider range of product categories. After launching our top-selling, highly
sought-after core products, we transitioned from a product-driven growth model to a
brand-driven one. By introducing additional product types for the relevant parenting scenarios
at more accessible price points, we not only diversify revenue streams but also reinforce our
brand’s strength and enhance our market presence. It demonstrates our ability to enrich
offerings and launch popular products by leveraging our brand image. We believe that this
established growth model provides a robust foundation for our sustained success in the future,
allowing us to adapt and thrive in an ever-evolving marketplace.
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We achieved strong financial growth throughout the Track Record Period. We recorded
revenue of RMB507.2 million, RMB852.1 million, RMB1,248.9 million, RMB581.9 million
and RMB725.8 million, in 2022, 2023 and 2024 and the six months ended June 30, 2024 and
2025, respectively. Our gross profit was RMB241.8 million, RMB427.3 million, RMB629.1
million, RMB292.3 million and RMB358.5 million, respectively, with a gross profit margin of
47.7%, 50.2%, 50.4%, 50.2% and 49.4% in the same years/periods. We had a net loss of
RMB21.2 million in 2022, a net profit of RMB27.2 million, RMB58.5 million, RMB28.2
million and RMB48.5 million in 2023 and 2024 and the six months ended June 30, 2024 and
2025, respectively. Our adjusted net profit for the year/period (non-HKFRS measure) was
RMB9.8 million, RMB59.2 million, RMB110.9 million, RMB44.9 million and RMB78.0
million in 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, respectively.
Additionally, our EBITDA (non-HKFRS measure) was RMB33.4 million, RMB109.4 million,
RMB164.4 million, RMB80.0 million and RMB111.1 million in 2022, 2023 and 2024 and the
six months ended June 30, 2024 and 2025, respectively, with adjusted EBITDA (non-HKFRS
measure) of RMB38.8 million, RMB115.9 million, RMB191.4 million, RMB84.0 million and
RMB128.0 million in the same years/periods.
BASIS OF PREPARATION
Prior to the incorporation of our Company, the principal activities were carried out by
BeBeBus Technology and its subsidiaries. To rationalize the corporate structure in preparation
of the Listing of our Company’s Shares on the Stock Exchange, our Group underwent the
reorganization, as detailed in the section headed “History, Reorganization and Corporate
Structure.” Upon completion of the Reorganization, our Company became the holding
company of our Group.
As the Reorganization only involved inserting some newly formed entities with no
business operations as the new holding companies of BeBeBus Technology, the former holding
company of our Group, there were no changes in the economic substance of the ownership and
the business of our Group. Accordingly, the Reorganization has been accounted for using
principles similar to those for a reverse acquisition, with BeBeBus Technology treated as the
acquirer for accounting purposes. The Historical Financial Information has been prepared and
presented as a continuation of the consolidated financial statements of BeBeBus Technology
with the assets and liabilities of BeBeBus Technology recognized and measured at their
historical carrying amounts prior to the Reorganization. Intra-group balances, transactions and
unrealized gains/losses on intra-group transactions are eliminated in full in preparing the
Historical Financial Information.
Our historical financial information has been prepared in accordance with all applicable
HKFRS Accounting Standard which collective term includes all applicable individual Hong
Kong Financial Reporting Standards, Hong Kong Accounting Standards and Interpretations
issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”).
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The HKICPA has issued a number of new and revised HKFRS Accounting Standards in
the Track Record Period. For the purpose of preparing our historical financial information, we
have adopted all applicable new and amended HKFRS Accounting Standards throughout the
Track Record Period except for any new standards or interpretation 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 33 to the
Accountants’ Report.
FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our business, results of operations and financial condition have been, and are expected
to continue to be, affected by a number of factors, some of which are outside of our control.
These factors include, but are not limited to, the following.
General Factors
Our business and results of operations are impacted by general factors affecting nursery
product industry, which include:
 overall economic growth in China and major international markets, such as Europe,
Southeast Asia and North America;
 change in per capita disposable income and consumer spending on nursery products;
 evolving family structure and change in birth rates;
 evolving consumption patterns and habits of parents;
 continuous growth and competition landscape of the nursery product market
targeting mid- to high-end consumers; and
 relevant laws and regulations, governmental policies and initiatives affecting the
nursery product industry.
Company-Specific Factors
Our results of operations are also affected by a number of key factors specific to us, which
include:
Continuous Product Innovation
All of our revenue during the Track Record Period was generated from the sales of our
nursery products. The revenue growth was primarily driven by increased sales of our core
products, such as car seats and strollers, as well as the expansion of our product offerings into
pajamas, pillows and baby care products. To sustain our growth momentum, we must continue
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to innovate and develop user-centric products that deliver an exceptional user experience. This
includes launching new models with enhanced functionality and features and exploring new
product categories that address a wider spectrum of family scenarios. To achieve this, we will
continue to invest in consumer understanding, drive product innovation, and expand supply
chain resources, which will lead to increased costs and expenses. While we believe that our
strong market research and product development capacities have allowed, and will continue to
allow, us to offer popular nursery products to the market, we acknowledge the uncertainties
surrounding market reception. Therefore, our ability to enhance and enrich product offerings
and the success of their sales will have substantial impact on our future revenue and profit
margins.
Marketing and Brand Promotion
The recognition and perception of our brand is essential to our success. We have
established a high-end brand image for BeBeBus by creating the exceptional appeal of our
products for families pursuing quality and style in their parenting life. We partner with
influencers to build trust in the parenting community. We engage social media to spark desire.
We operate a membership program to foster brand loyalty. In 2022, 2023 and 2024 and the six
months ended June 30, 2024 and 2025, our selling and distribution expenses was RMB188.9
million, RMB285.7 million, RMB391.1 million, RMB182.0 million and RMB224.6 million,
accounting for 37.2%, 33.5%, 31.3%, 31.3% and 30.9% of our total revenue, respectively. Such
increases were largely in line with our business growth and driven by an increased investment
in our branding and marketing activities. We will continue to carry on the existing branding and
marketing activities as well as take new initiatives, such as forging partnerships with other
brands, IPs and celebrities to create co-branded products. We expect the absolute amount of our
selling and distribution expenses will continue to increase along with our business growth in
the future. However, as we expand the scale and scope of our business, we expect to make
continuous improvement to our selling and distribution efficiency and benefit from economies
of scale.
Supply Chain Management
Our ability to effectively manage suppliers and integrate resources along our supply chain
is the key to our business and the results of operations. Historically, costs of outsourced goods,
material costs and transportation fees have collectively accounted for over 90% of our cost of
sales. We collaborate with reliable manufacturers to ensure the timely production that meet our
stringent quality control requirements. In 2022, 2023 and 2024 and the six months ended June
30, 2024 and 2025, our costs of outsourced goods were RMB171.3 million, RMB281.9 million,
RMB447.7 million, RMB210.1 million and RMB280.3 million, respectively, representing
64.6%, 66.4%, 72.2%, 72.6% and 76.3% of the total cost of sales in the same years/periods.
We work closely with a network of reliable suppliers to maintain a steady and sufficient supply
and directly source specific raw materials through third-party manufacturers as needed, such
as plastic, steel, paper, cotton and fabrics. Our material costs amounted to RMB46.5 million,
RMB73.6 million, RMB72.2 million, RMB34.7 million and RMB31.5 million in 2022, 2023
and 2024 and the six months ended June 30, 2024 and 2025, representing 17.5%, 17.3%,
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11.6%, 12.0% and 8.6% of our total cost of sales in the same years/periods. In addition, we
maintain close business relationships with third-party warehouse and logistics providers. We
leverage their strong distribution network to achieve a highly efficient delivery from the
factories to the consumers. The transportation fees amounted to RMB24.8 million, RMB42.2
million, RMB69.1 million, RMB32.2 million and RMB42.5 million in 2022, 2023 and 2024
and the six months ended June 30, 2024 and 2025, representing 9.3%, 9.9%, 11.1%, 11.1% and
11.6% of our total cost of sales in the same years/periods.
Our ability to effectively control our supply and other production-related costs has
affected and will continue to affect our profitability. We aim to further advance our supply
chain management capabilities to improve our operation and management efficiencies, and
ultimately improve our financial performance.
Global Expansion
We believe our global opportunity is significant. We strategically target key international
markets, including Europe, Southeast Asia and North America. As the initiate step in our global
expansion, we launched our new website in October 2024 to facilitate our international sales
online. To effectively engage overseas consumers, we will continue to develop both online and
offline sales channels. For online sales, we will work with global e-commerce platforms such
as Amazon . For our offline sales network, we plan to collaborate with local partners who
possess in-depth knowledge and extensive resources related to local distribution. We will
enhance our sales and marketing efforts, expand our distribution channels, invest in personnel,
and if necessary, establish overseas warehouses to support our global expansion. Additionally,
since international markets have varying standards for nursery products, we may need to tailor
our product offerings to meet local legal requirements and market conditions. Fluctuations in
currency exchange rates between Renminbi and foreign currencies used in international
markets may impact our financial condition and results of operations.
Seasonality
We have experienced, and we expect to continue to experience, seasonal fluctuations in
our business. E-commerce platforms where we sell our products host major shopping events,
such as the 618 Shopping Festival and the Double 11 Shopping Festival, which significantly
influence market demand. Consequently, during the Track Record Period, we typically
recorded higher sales in the second and fourth quarters of the calendar year. As a result,
comparisons of our sales and results of operations across different periods within a financial
year may not provide a reliable basis for assessing our performance. Seasonal factors specific
to the nursery product industry are expected to continue driving fluctuations in our revenue.
See “Risk Factors — Risks Relating to Our Business and Industry — Our results of operations
may fluctuate due to seasonality, and the results for any period in a year are not necessarily
indicative of full-year results” for details.
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MATERIAL ACCOUNTING POLICIES AND ESTIMATES
We have identified certain accounting policies that are material to the preparation of our
consolidated financial statements. Some of our accounting policies involve subjective
assumptions and estimates, as well as complex judgments relating to accounting items. In each
case, the determination of these items requires management judgments based on information
and financial data that may change in future periods. When reviewing our consolidated
financial statements, you should consider (i) our selection of critical accounting policies, (ii)
the judgment and other uncertainties affecting the application of such policies, and (iii) the
sensitivity of reported results to changes in conditions and assumptions.
We set forth below those accounting policies that we believe involve the most significant
estimates and judgments used in the preparation of our consolidated financial statements. See
Note 3 and Note 4 to the Accountants’ Report for a detailed discussion of our material
accounting policies, estimates, assumptions and judgments which are important for
understanding our financial condition and results of operations.
Revenue Recognition
We classify income as revenue when it arises from the sale of goods or the provision of
services in the ordinary course of our business. Further details of our revenue and other income
recognition policies are as follows:
Revenue from Contracts with Customers
Revenue is recognized when control over a product is transferred to the customer at the
amount of promised consideration to which we expect to be entitled, excluding amounts
collected on behalf of third parties such as value-added tax or other sales taxes.
We primarily sell our products to customers through both online and offline channels.
Revenue from product sales is recognized at the point in time when control of the product is
transferred to the customer, generally upon their acceptance of the product.
We act as the principal for our revenue transactions and recognize revenue on a gross
basis, including for the sale of products sourced externally. In determining whether we act as
a principal or an agent, we assess whether we obtain control of the products before transferring
them to customers. Control refers to our ability to direct the use of and derive substantially all
benefits from the products.
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For contracts where we grant customers the option to acquire additional goods (e.g.,
loyalty points and rebates), we assess whether the option provides a material right to the
customer. If it does, we recognize the option as a performance obligation and record revenue
when the additional goods are transferred or when the option expires. If the standalone selling
price for a customer’s option to acquire additional goods is not directly observable, we estimate
it, considering all relevant information, including the difference in discounts the customer
would receive with or without exercising the option, and the likelihood of the option being
exercised.
Other Income
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 financial assets measured
at amortized cost are not credit-impaired, the effective interest rate is applied to the gross
carrying amount of the asset. For credit-impaired financial assets, the effective interest rate is
applied to the amortized cost of the asset.
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 we will comply with the
conditions attaching to them. Grants that compensate us 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 us 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.
Property, Plant and Equipment
Properties, plant and equipment are stated at cost less accumulated depreciation and
impairment losses. See Note 12 to the Accountants’ Report for further details.
Gains or losses arising from the retirement or disposal of an item of property and
equipment are determined as the difference between the net disposal proceeds and the carrying
amount of the item and are recognized in profit or loss on the date of retirement or disposal.
FINANCIAL INFORMATION
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Depreciation is calculated to write off their cost or valuation of items of property, plant
and equipment less their estimated residual values, if any, using the straight-line method over
their estimated useful lives as follows.
Estimated useful life
Plant and buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 years
Machinery and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 to 10 years
Motor vehicles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 years
Office and other 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/H11183 to 5 years
Leasehold improvement /H1118/H1118/H1118/H1118/H1118/H1118/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 to 5 years
Where parts of an item of property, plant and equipment have different useful lives, the
cost is allocated on a reasonable basis between the parts, and each part is depreciated
separately. Both the useful life of an asset and its residual value, if any, are annually.
Construction in progress represents properties under construction and machinery and
equipment pending installation and is stated at cost less impairment losses. Cost comprises the
purchase costs of the asset and the related construction and installation costs. Construction in
progress is transferred to property, plant and equipment when the asset is substantially ready
for its intended use and depreciation will be provided at the appropriate rates in accordance
with the depreciation policies specified above. No depreciation is provided in respect of
construction in progress.
Intangible Assets
Expenditure on research activities is recognized in profit or loss as incurred. Development
expenditure is capitalized only if it can be measured reliably, the product or process is
technically and commercially feasible, future economic benefits are probable, and we intend to,
and have sufficient resources to, complete the development and use or sell the resulting asset.
Otherwise, it is recognized in profit or loss as incurred.
Other intangible assets, including software and patents, that are acquired by us and have
finite useful lives are measured at cost less accumulated amortization and any accumulated
impairment losses. See Note 14 to the Accountants’ Report for further details.
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 for the current and comparative periods 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/H11183 to 5 years
Patents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 to 15 years
FINANCIAL INFORMATION
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The estimates and associated assumptions of useful life of software determined by us are
based on technical and commercial obsolescence, legal or contractual limits on the use of the
asset and other relevant factors. Based on the current functionalities equipped by the software
and the daily operation needs, we consider a useful life of three to ten years to be their best
estimation.
Patents are capitalized based on the costs incurred to acquire and make them operational.
We estimate the useful lives of patents as the shorter of the remaining validity period of the
patents or the expected lifespan of the respective products utilizing the patents.
Amortization methods, useful lives and residual values are reviewed at each reporting
date and adjusted if appropriate.
Lease Assets
At inception of a contract, we assess 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.
As a Lessee
Where the contract contains lease component(s) and non-lease component(s), we have
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, we recognize a right-of-use asset and a lease liability,
except for leases that have a short lease term of 12 months or less. and leases of low-value
items such as laptops and office furniture. When we enter into a lease in respect of a low-value
item, we decide whether to capitalize the lease on a lease-by-lease basis. If not capitalized, the
associated lease payments are recognized in profit or loss 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 recognized 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
are charged to profit or loss as incurred.
FINANCIAL INFORMATION
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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 Note 13 to the
Accountants’ Report for further details.
The lease liability is remeasured when there is a change in future lease payments arising
from a change in an index or rate, if there is a change in our estimate of the amount expected
to be payable under a residual value guarantee, or if we change its assessment of whether it will
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
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 present value of contractual payments that are due to be settled
within 12 months after the reporting period.
Inventories
Inventories are assets which are held for sale in the ordinary course of business, in the
process of production for such sale or in the form of materials or supplies to be consumed in
the production process or in the rendering of services. Inventories are measured at the lower
of cost and net realizable value. Cost is calculated using the weighted average cost formula and
comprises all costs of purchase, costs of conversion and other costs incurred in bringing the
inventories to their present location and condition. Net realizable value is the estimated selling
price in the ordinary course of business less the estimated costs of completion and the
estimated costs necessary to make the sale. When inventories are sold, the carrying amount of
those inventories is recognized as an expense in the period in which the related revenue is
recognized.
The amount of any write-down of inventories to net realizable value and all losses of
inventories are recognized as an expense in the period the write-down or loss occurs. The
amount of any reversal of any write-down of inventories is recognized as a reduction in the
amount of inventories recognized as an expense in the period in which the reversal occurs.
FINANCIAL INFORMATION
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Accounting Estimates and Judgments
The significant sources of estimation uncertainty in the process of applying our
accounting policies are as follows:
Net Realizable V alue of Inventories
Net realizable value of inventories is the estimated selling price in the ordinary course of
business, less the estimated costs to completion and selling expenses. These estimates are
based on the current market condition and our historical experience with selling products of a
similar nature. These estimates could significantly as a result of changes in consumer
preferences and competitor actions in response to serve industry cycles. Management
reassesses these estimates at the end of each period within the Track Record Period.
Depreciation and Amortization
Property, plant and equipment, right-of-use assets and intangible assets are depreciated on
a straight-line basis over the estimated useful lives of the assets. We review the estimated
useful lives of the assets regularly in order to determine the amount of depreciation or
amortization expense to be recorded during the Track Record Period. The useful lives are based
on our historical experience with similar assets. The depreciation expense for future periods is
adjusted if there are material changes from previous estimates.
Fair V alue of Share-Based Payments
We have granted Share Options to a Director and certain employees. We have used
binomial option-pricing model to determine the total fair value of the Share Options granted.
Significant estimate on assumptions, such as the underlying equity value, risk-free interest rate.
expected volatility and dividend yield, is required to be made by us in applying the binomial
option-pricing model.
Recognition of Deferred Tax Assets
Deferred tax assets related to tax losses carried forward and deductible temporary
differences are recognized and measured based on the expected manner of realization or
settlement of the carrying amounts of the relevant assets and liabilities, using tax rates enacted
or substantively enacted as of the reporting date. In determining the carrying amounts of
deferred tax assets, we estimate expected taxable profits, which involves various assumptions
about our operating environment and requires a significant level of judgment by our Directors.
Any changes in these assumptions or judgments could affect the carrying amounts of deferred
tax assets and, consequently, our net profit in future years.
FINANCIAL INFORMATION
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Warranty Provisions
We make provisions for warranties on product sales based on our recent claim experience.
However, since we are continually upgrading our product designs and launching new models,
it is possible that recent claim experience may not accurately predict future claims related to
past sales. Any adjustments to the warranty provisions would impact profit or loss in future
years.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
The following table sets forth a summary of our consolidated statement of profit or loss
with line items in absolute amount and as a percentage of our revenue for the years/periods
indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(unaudited)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118507,202 100.0 852,103 100.0 1,248,875 100.0 581,863 100.0 725,812 100.0
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118(265,421) (52.3) (424,764) (49.8) (619,821) (49.6) (289,566) (49.8) (367,326) (50.6)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118241,781 47.7 427,339 50.2 629,054 50.4 292,297 50.2 358,486 49.4
Other income and
net gain /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,691 1.1 12,145 1.4 20,372 1.6 1,194 0.2 26,481 3.6
Selling and distribution
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(188,869) (37.2) (285,738) (33.5) (391,116) (31.3) (182,049) (31.3) (224,609) (30.9)
Administrative and other
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(27,560) (5.5) (41,630) (5.0) (91,497) (7.4) (32,131) (5.5) (48,522) (6.7)
Research and
development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(16,247) (3.2) (23,845) (2.8) (21,411) (1.7) (9,390) (1.6) (10,716) (1.5)
(Provision)/reversal of
impairment loss on
trade receivables /H1118/H1118/H1118/H1118(4) 0.0 (69) 0.0 (24) 0.0 (16) (0.0) (201) (0.0)
Profit from operations /H111814,792 2.9 88,202 10.3 145,378 11.6 69,905 12.0 100,919 13.9
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118(27,222) (5.4) (27,500) (3.2) (28,672) (2.3) (14,224) (2.4) (13,628) (1.9)
Share of loss of an
associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – – – (20) (0.0)
(Loss)/profit before
taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,430) (2.5) 60,702 7.1 116,706 9.3 55,681 9.6 87,271 12.0
Income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,799) (1.7) (33,478) (3.9) (58,190) (4.7) (27,502) (4.7) (38,764) (5.3)
(Loss)/profit for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118(21,229) (4.2) 27,224 3.2 58,516 4.7 28,179 4.8 48,507 6.7
FINANCIAL INFORMATION
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NON-HKFRS MEASURES
In order to supplement our consolidated statement of profit or loss and other
comprehensive income, which is presented in accordance with HKFRS Accounting Standards,
we use adjusted net profit for the year/period (non-HKFRS measure), EBITDA (non-HKFRS
measure) and adjusted EBITDA (non-HKFRS measure) as additional financial measures, which
are not required by, or presented in accordance with HKFRS Accounting Standards to evaluate
our operating performance.
We believe that these non-HKFRS measures help identify underlying trends in our
business and provide useful information for investors and others to understand and evaluate our
results of operation. However, adjusted net profit for the year/period (non-HKFRS measure)
EBITDA (non-HKFRS measure) and adjusted EBITDA (non-HKFRS measure) have material
limitations as analytical tools. When assessing our operating and financial performance, you
should not consider these non-HKFRS measures in isolation from or as substitutes for financial
performance metrics that is calculated in accordance with HKFRS Accounting Standards. The
term “adjusted net profit for the year/period (non-HKFRS measure)”, “EBITDA (non-HKFRS
measure)” and “adjusted EBITDA (non-HKFRS measure)” are not defined under HKFRS
Accounting Standards and may not be comparable to other similarly named measures used by
other companies.
We define adjusted net profit for the year/period (non-HKFRS measure) as (loss)/profit
for the year/period adjusted for (i) listing expenses, (ii) equity-settled share-based payment
expenses, and (iii) interest on redeemable Preferred Shares. Listing expenses primarily include
professional fees incurred in connection with the Listing and the Global Offering. Equity-
settled share-based payment expenses represent non-cash expenses related to the granting of
Share Options to eligible individuals under the Share Incentive Plan. See Note 28 to the
Accountants’ Report for details. Interest on redeemable Preferred Shares represents interest on
our Series A, Series A+ and Series B Preferred Shares. See Note 27 to the Accountants’ Report
for details. We define adjusted EBITDA (non-HKFRS measure) as (loss)/profit for the
year/period adjusted for (i) depreciation of property, plant and equipment, (ii) depreciation of
right-of-use assets, (iii) amortization of intangible assets, (iv) finance costs, (v) interest income
and (vi) income tax. We define adjusted EBITDA (non-HKFRS measure) as EBITDA
(non-HKFRS measure) adjusted by listing expenses and equity-settled share-based payments.
FINANCIAL INFORMATION
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--- page 339 ---
For the Y ear Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
(Loss)/Profit for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,229) 27,224 58,516 28,179 48,507
Adjusted for:
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,020 17,163 3,078 1,534
Equity-settled share-based
payment expenses /H1118/H1118/H1118/H11185,418 5,418 9,814 902 15,406
Interest on redeemable
Preferred Shares (1) /H1118/H1118/H1118/H111825,585 25,585 25,385 12,723 12,588
Adjusted net profit for
the year/period (non-
HKFRS measure) /H1118/H1118/H1118/H11189,774 59,247 110,878 44,882 78,035
(Loss)/Profit for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,229) 27,224 58,516 28,179 48,507
Adjusted for:
Depreciation of property,
plant and equipment /H1118/H1118/H11187,912 9,896 9,507 5,267 4,210
Depreciation of right-of-
use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,425 6,210 6,446 3,030 3,791
Amortization of intangible
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,758 6,305 6,274 3,137 3,132
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,222 27,500 28,672 14,224 13,628
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(519) (1,165) (3,209) (1,294) (951)
Income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,799 33,478 58,190 27,502 38,764
EBITDA (non-HKFRS
measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,368 109,448 164,396 80,045 111,081
Adjusted for:
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,020 17,163 3,078 1,534
Equity-settled share-based
payment expenses /H1118/H1118/H1118/H1118/H11185,418 5,418 9,814 902 15,406
Adjusted EBITDA (non-
HKFRS measure) /H1118/H1118/H1118/H111838,786 115,886 191,373 84,025 128,021
Note:
(1) We will not incur interest on redeemable Preferred Shares upon the conversion of relevant shares into
equity.
FINANCIAL INFORMATION
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--- page 340 ---
We recorded a net loss of RMB21.2 million in 2022, followed by a net profit of RMB27.2
million in 2023, RMB58.5 million in 2024, RMB28.2 million in the six months ended June 30,
2024 and RMB48.5 million in the six months ended June 30, 2025. Our relatively low net loss
in 2022 was primarily due to (i) the low gross profit rate in relation to the limited product
range, low pricing and market entry of certain products via complimentary and trial-size packs;
and (ii) a relatively high proportion of selling expenses in order to expand distribution
channels, enhance brand awareness and reach a broader customer base. The increase in
revenue, net profit and adjusted net profit for the year/period (non-HKFRS measure) in 2023,
2024 and the six months ended June 30, 2024 and 2025 was mainly driven by an increase in
sales revenue resulting from stronger brand recognition and a broader SKU portfolio.
DESCRIPTION OF MAJOR COMPONENTS OF RESULTS OF OPERATIONS
Revenue
In 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, we generated
revenue of RMB507.2 million, RMB852.1 million, RMB1,248.9 million, RMB581.9 million
and RMB725.8 million, respectively. Geographically, we generated 99.4%, 99.9%, 99.9%,
99.9% and 99.9% of our revenue in mainland China in 2022, 2023 and 2024 and the six months
ended June 30, 2024 and 2025.
Revenue by Product Type
During the Track Record Period, we generated all of our revenue from sales of products,
including: (i) travel gear such as strollers and accessories, car seats and baby carriers, (ii) sleep
gear such as cribs, pajamas and pillows, (iii) feeding gear such as highchairs and tableware,
and (iv) baby care products such as diapers and wipes. Our revenue represents the net value
of goods sold, after deduction of value-added taxes, allowances for goods returned, and rebates
and discounts.
FINANCIAL INFORMATION
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The following table sets forth a breakdown of revenue, gross profit and gross profit margin by product type for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin
%%%%%% %%%%
(RMB in thousands, except percentages)
(unaudited)
Travel Gear
– Strollers and
accessories /H1118/H1118/H1118/H1118124,720 24.6 55,692 44.7 165,842 19.5 80,051 48.3 238,142 19.1 114,791 48.2 115,628 19.9 54,631 47.2 112,661 15.5 54,261 48.2
– Car seats /H1118/H1118/H1118/H1118/H1118140,767 27.8 60,980 43.3 188,015 22.1 90,842 48.3 207,407 16.6 93,039 44.9 91,153 15.7 39,964 43.8 98,993 13.6 44,652 45.1
– Baby carriers /H1118/H1118/H111859,216 11.7 34,621 58.5 120,364 14.1 73,846 61.4 125,082 10.0 78,775 63.0 65,666 11.3 41,228 62.8 46,113 6.4 28,580 62.0
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118324,703 64.1 151,293 46.6 474,221 55.7 244,739 51.6 570,631 45.7 286,605 50.2 272,447 46.9 135,823 49.9 257,767 35.5 127,493 49.5
Sleep Gear /H1118/H1118/H1118/H1118/H1118124,772 24.6 66,479 53.3 135,860 15.9 77,075 56.7 223,456 17.9 133,053 59.5 96,994 16.7 59,338 61.2 98,878 13.6 59,100 59.8
Feeding Gear /H1118/H1118/H111815,543 3.1 7,672 49.4 41,006 4.8 26,702 65.1 66,521 5.3 41,237 62.0 34,069 5.9 21,331 62.6 62,274 8.6 38,571 61.9
Baby Care
products /H1118/H1118/H1118/H1118/H111842,184 8.2 16,337 38.7 201,016 23.6 78,823 39.2 388,267 31.1 168,159 43.3 178,353 30.5 75,805 42.5 306,893 42.3 133,322 43.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118507,202 100.0 241,781 47.7 852,103 100.0 427,339 50.2 1,248,875 100.0 629,054 50.4 581,863 100.0 292,297 50.2 725,812 100.0 358,486 49.4
FINANCIAL INFORMATION
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During the Track Record Period, the significant growth in baby care products was
primarily driven by the strategic expansion of our online sales channels and an enriched
product portfolio. Specifically, the online sales volume of our baby care products increased
from 17.5 million units in 2022 to 95.4 million units in 2023, further to 162.6 million units in
2024, and increased from 73.2 million units in the six months ended June 30, 2024 to 107.3
million units in the six months ended June 30, 2025. Additionally, the number of SKUs of baby
care products increased from 142 in 2022 to 188 in 2023, further to 254 in 2024, and reached
290 in the six months ended June 30, 2025. We are strategically broadening our fast-moving
baby care product portfolio to complement our durable nursery offerings, which not only drives
recurring revenue but also accelerates our inventory turnover and supports stronger cash flow.
While baby care product sales have grown significantly during the Track Record Period, this
does not indicate a shift in our business focus from durable nursery products to consumables.
All of our product lines synergize to support our commitment of delivering high-quality
products and driving long-term growth.
To sustain this growth, we have implemented several measures, which include (i)
developing private domain platforms and leveraging our membership system to encourage
repeat purchases; (ii) collaborating with key accounts to create experiential retail environments
and building brand trust; and (iii) introducing a product segmentation strategy with our
Platinum+ , Zero+ , Gold+ and Shea+ series, each catering to key accounts, JD.com and
Douyin , respectively, while our Sports+ series driving traffic across all channels.
Revenue by Sales Channel
We sell our products through an extensive and diverse sales network integrating offline
and online channels to reach a wide range of consumers. Our online channels cover mainstream
e-commerce platforms and private domain platforms in China. Our offline channels primarily
comprise sales to distributors and key accounts, such as major baby and kids retailers. See
“Business — Our Sales Network” for details.
FINANCIAL INFORMATION
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The following table sets forth a breakdown of revenue, gross profit and gross profit margin by sales channel for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin Revenue
Percentage
of the
total
revenue
Gross
profit
Gross
profit
margin
%%%%%% %%%%
(RMB in thousands, except percentages)
(unaudited)
Online Channels (1)
Self-operated store /H1118349,771 69.0 175,046 50.0 498,741 58.5 271,763 54.5 677,144 54.2 382,208 56.4 330,036 56.7 189,844 57.5 359,926 49.6 203,162 56.4
Platform-operated
store /H1118/H1118/H1118/H1118/H1118/H111858,347 11.5 29,735 51.0 97,733 11.5 50,105 51.3 163,768 13.1 82,030 50.1 57,549 9.9 27,134 47.1 115,371 15.9 60,305 52.3
Private domain /H1118/H1118/H11188,759 1.7 3,383 38.6 40,027 4.7 14,978 37.4 95,839 7.7 40,491 42.2 44,602 7.7 19,982 44.8 56,263 7.7 23,369 41.5
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118416,877 82.2 208,164 49.9 636,501 74.7 336,846 52.9 936,751 75.0 504,729 53.9 432,187 74.3 236,960 54.8 531,560 73.2 286,836 54.0
Offline Channels
Distributor /H1118/H1118/H1118/H1118/H111855,800 11.0 21,387 38.3 132,398 15.5 54,916 41.5 199,028 15.9 78,292 39.3 95,066 16.3 30,685 32.3 137,508 19.0 47,563 34.6
Key account /H1118/H1118/H1118/H111834,525 6.8 12,230 35.4 82,310 9.7 35,430 43.0 111,415 9.0 45,087 40.5 53,760 9.2 24,179 45.0 56,029 7.7 23,672 42.2
Interactive store /H1118/H1118/H1118 – – – – 894 0.1 147 16.4 1,681 0.1 946 56.3 850 0.2 473 55.6 715 0.1 415 58.0
Subtotal /H1118/H1118/H1118/H1118/H1118/H111890,325 17.8 33,617 37.2 215,602 25.3 90,493 42.0 312,124 25.0 124,325 39.8 149,676 25.7 55,337 37.0 194,252 26.8 71,650 36.9
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118507,202 100.0 241,781 47.7 852,103 100.0 427,339 50.2 1,248,875 100.0 629,054 50.4 581,863 100.0 292,297 50.2 725,812 100.0 358,486 49.4
Note:
(1) For online channels, our self-operated stores and private domains sell products directly to consumers, whereas for platform-operated stores, w e sell products to the platforms
first, and they then sell them to consumers.
FINANCIAL INFORMATION
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Revenue from Online Channels
Online channels are our primary source of revenue, contributing 82.2%, 74.7%, 75.0%,
74.3% and 73.2%, of our total revenue in 2022, 2023 and 2024 and the six months ended June
30, 2024 and 2025, respectively. As part of our marketing strategy, we reach consumers across
various online scenarios.
E-commerce platforms . We primarily sell through e-commerce platforms such as Tmall,
JD.com , Douyin , VIP .com, Pinduoduo and Kuaishou , which offer a vast range of products to
meet the diverse needs of consumers. Our online sales from e-commerce platforms come
through two main channels: (i) self-operated stores on major platforms such as Tmall , JD.com ,
Douyin , VIP .com, Pinduoduo and Kuaishou , and (ii) sales to platform-operated stores,
including JD.com ’s official store and VIP .com’s official store. During the Track Record Period,
the increase in our revenue generated from e-commerce platforms was primarily driven by the
combination of the growing recognition of our BeBeBus brand, the increasing popularity of our
products, and the targeted marketing that drove traffic to our stores and increased conversion
rate. The decrease in our revenue generated from e-commerce platforms as a percentage of our
total revenue during the Track Record Period was primarily due to our efforts to diversify our
sales channels and the rapid growth through other online and offline channels.
Private domain . Our private domain includes Weixin mini program and Weixin channels.
The increase in revenue generated from our private domain was largely attributed to, in
addition to growing brand recognition, our active engagement with members through Weixin.
This engagement was strengthened through after-sales customer support, complimentary
parenting consultation services and exclusive promotions, all of which fostered customer
loyalty and supported revenue growth.
Revenue from Offline Channels
Our offline sales network effectively complements our digital e-commerce experience.
During the Track Record Period, offline channels contributed 17.8%, 25.3%, 25.0%, 25.7% and
26.8%, of our total revenue in 2022, 2023 and 2024 and the six months ended June 30, 2024
and 2025, respectively.
Distributors . We leverage distributors’ in-depth understanding of local markets and
established local resources to expand our offline presence and increase market penetration.
During the Track Record Period, all revenue generated from our distribution channel was
attributable to domestic distributors. In the six months ended June 30, 2025, we partnered with
175 distributors in China and three distributors overseas. The increase in our revenue generated
from distributors during the Track Record Period was primarily due to our efforts to expand our
distributor network and optimize our distribution terms which supported increased sales
volumes among distributors.
FINANCIAL INFORMATION
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Key accounts . We partner with major baby and kids retailers, among others, to connect
more effectively with families. We refer these partners as our key accounts. The increase in our
revenue generated from key accounts during the Track Record Period was primarily due to the
growing recognition of our BeBeBus brand, the increasing popularity of our products, and the
increase in sales of our core products.
Cost of Sales
Our cost of sales consists primarily of (i) costs of outsourced goods, including costs
related to collaboration with qualified third-party manufacturers for production, (ii) material
costs, primarily related to the production of car seats and highchairs at our in-house production
facilities, (iii) transportation fees, mainly for product distribution and delivery, (iv)
depreciation and amortization, primarily associated with our production facilities, and (v) staff
costs, including salaries, bonuses, social insurance contributions, housing provident funds, and
other employee benefits for personnel at our production facility.
Our cost of sales was RMB265.4 million, RMB424.8 million, RMB619.8 million,
RMB289.6 million and RMB367.3 million, in 2022, 2023 and 2024 and the six months ended
June 30, 2024 and 2025, respectively, accounting for 52.3%, 49.8%, 49.6%, 49.8% and 50.6%
of the total revenue in the same years/periods. The significant increase in the cost of sales in
absolute amount during the Track Record Period reflected the significant growth of our
business.
The following table sets forth a breakdown of our cost of sales by nature in absolute
amount and as a percentage of our total cost of sales for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(unaudited)
Costs of outsourced
goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118171,342 64.6 281,852 66.4 447,696 72.2 210,147 72.6 280,315 76.3
Material costs /H1118/H1118/H1118/H1118/H1118/H1118/H111846,547 17.5 73,550 17.3 72,186 11.6 34,743 12.0 31,473 8.6
Transportation fees /H1118/H1118/H1118/H111824,797 9.3 42,242 9.9 69,059 11.1 32,184 11.1 42,482 11.6
Depreciation and
amortization /H1118/H1118/H1118/H1118/H1118/H111815,437 5.8 15,875 3.7 14,137 2.3 7,605 2.6 6,540 1.8
Staff costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,602 1.7 4,504 1.1 4,953 0.8 2,158 0.7 2,701 0.7
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,696 1.1 6,741 1.6 11,790 2.0 2,729 1.0 3,815 1.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118265,421 100.0 424,764 100.0 619,821 100.0 289,566 100.0 367,326 100.0
Note:
(1) Others mainly represent warranty costs, product scrap costs, repair costs, and utilities expenses.
FINANCIAL INFORMATION
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The proportion of our costs of outsourced goods to total cost of sales increased from 64.6% in 2022 to 66.4%
in 2023, and further to 72.2% in 2024 and 76.3% for the six months ended June 30, 2025, primarily due to the
continuous growth in sales of our baby care products throughout the Track Record Period, the production of
which primarily relies on third-party manufacturers.
The proportion of our material costs to total cost of sales decreased from 12.0% for the six months ended June
30, 2024 to 8.6% for the six months ended June 30, 2025, primarily due to (i) a decline in sales volume of our
car seats during the period, and (ii) our prioritization of the clearance of prior-year inventories, resulting in
reduced procurement and consumption of raw materials.
Gross Profit and Gross Profit Margin
In 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, our gross
profit was RMB241.8 million, RMB427.3 million, RMB629.1 million, RMB292.3 million and
RMB358.5 million, respectively. Our gross profit margin was 47.7%, 50.2%, 50.4%, 50.2%
and 49.4% for the corresponding years/periods.
The following table sets forth our gross profit and our gross profit margin by product type
for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(unaudited)
Travel Gear
Strollers and
accessories /H1118/H1118/H1118/H1118/H1118/H1118/H111855,692 44.7 80,051 48.3 114,791 48.2 54,631 47.2 54,261 48.2
Car seats /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,980 43.3 90,842 48.3 93,039 44.9 39,964 43.8 44,652 45.1
Baby carriers /H1118/H1118/H1118/H1118/H1118/H1118/H111834,621 58.5 73,846 61.4 78,775 63.0 41,228 62.8 28,580 62.0
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118151,293 46.6 244,739 51.6 286,605 50.2 135,823 49.9 127,493 49.5
Sleep Gear /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,479 53.3 77,075 56.7 133,053 59.5 59,338 61.2 59,100 59.8
Feeding Gear /H1118/H1118/H1118/H1118/H1118/H11187,672 49.4 26,702 65.1 41,237 62.0 21,331 62.6 38,571 61.9
Baby Care products /H1118/H111816,337 38.7 78,823 39.2 168,159 43.3 75,805 42.5 133,322 43.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118241,781 47.7 427,339 50.2 629,054 50.4 292,297 50.2 358,486 49.4
In 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, our gross
profit margins for online channels were 49.9%, 52.9%, 53.9%, 54.8% and 54.0%, respectively,
whereas those for offline channels were 37.2%, 42.0%, 39.8%, 37.0% and 36.9%, respectively.
The relatively higher gross profit margins from online channels were driven by several
factors. Sales through our self-operated stores on e-commerce platforms and private domain
platforms are direct-to-consumer, which enable us to retain a greater portion of the transaction
value compared to wholesale offline channels. Although platform-operated stores on
e-commerce platforms do not generate full retail margins, they still deliver relatively high
profitability owing to lower distribution costs and operational efficiency. In particular, the
strong performance of our SKUs and marketing-led campaigns on leading e-commerce
platforms contribute to high sell-through and more favorable unit economics.
FINANCIAL INFORMATION
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By contrast, offline sales are conducted through wholesale pricing to distributors and key
accounts, which inherently result in lower margins as value is shared with channel
intermediaries. In addition, to support sell-in and sell-through in offline retail, we may offer
channel-specific discounts and promotional support depending on purchase volume, distributor
margins, average market prices, marketing and promotional costs and designated distribution
areas. See “Business — Pricing.”
Other Income and Net Gain
During the Track Record Period, our other income and net gain consists primarily of
income generated from (i) interest income, (ii) net realized and unrealized gain on financial
assets measured at FVTPL, and (iii) government grants.
In 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, our other
income and net gain was RMB5.7 million, RMB12.1 million, RMB20.4 million, RMB1.2
million and RMB26.5 million, respectively, accounting for 1.1%, 1.4%, 1.6%, 0.2% and 3.6%,
of our total revenue for the corresponding years/periods.
The following table sets forth a breakdown of our other income and net gain for the
years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(unaudited)
Interest income /H1118/H1118/H1118/H1118/H1118/H1118519 9.1 1,165 9.6 3,209 15.8 1,294 108.4 951 3.6
Net realized and
unrealized gain on
financial assets
measured at FVTPL /H1118/H11181,820 32.0 1,073 8.8 2,856 14.0 674 56.4 1,357 5.1
Government grants
(1) /H1118/H11183,757 66.0 10,250 84.4 15,282 75.0 893 74.8 23,853 90.1
Net loss on disposal of
property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118(555) (9.8) (998) (8.2) – – – – – –
Net foreign exchange
gain/(loss) /H1118/H1118/H1118/H1118/H1118/H1118/H111816 0.3 (9) (0.1) (1,743) (8.6) (1,899) (159.0) (169) (0.6)
Others
(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118134 2.4 664 5.5 768 3.8 232 19.4 489 1.8
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,691 100.0 12,145 100.0 20,372 100.0 1,194 100.0 26,481 100.0
Notes:
(1) Government grants mainly represent various unconditional cash subsidies granted by certain local government
authorities in the PRC.
(2) Others mainly represent payments we received from penalties imposed on suppliers.
FINANCIAL INFORMATION
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Selling and Distribution Expenses
During the Track Record Period, our selling and distribution expenses consist primarily
of (i) promotion expenses, mainly including online platform promotion fees, offline promotion
costs and new media marketing expenses; (ii) employee benefit expenses, including salaries,
bonuses, social insurance contributions, housing provident funds, equity-settled share-based
payments and other benefits for sales and marketing personnel; and (iii) platform service fees,
mainly including service fees charged by e-commerce platforms.
In 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, our selling and
distribution expenses were RMB188.9 million, RMB285.7 million, RMB391.1 million,
RMB182.0 million and RMB224.6 million, respectively, accounting for 37.2%, 33.5%, 31.3%,
31.3% and 30.9% of our revenue for the corresponding years/periods.
The following table sets forth a breakdown of our selling and distribution expenses for the
years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(unaudited)
Promotion expenses /H1118/H1118/H1118135,394 71.7 209,987 73.5 294,581 75.3 138,172 75.9 175,063 77.9
Employee benefit
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,041 14.8 39,878 14.0 52,032 13.3 22,933 12.6 28,767 12.8
Platform service fees /H1118/H111820,610 10.9 30,537 10.7 35,682 9.1 17,528 9.6 14,878 6.6
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,824 2.6 5,336 1.8 8,821 2.3 3,416 1.9 5,901 2.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118188,869 100.0 285,738 100.0 391,116 100.0 182,049 100.0 224,609 100.0
Note:
(1) Others mainly represent office and travel expenses, professional service fees, depreciation and amortization,
office and renovation expenses associated with our sales and marketing personnel, as well as miscellaneous
expenses related to sales and marketing activities.
Administrative and Other Expenses
During the Track Record Period, our administrative and other expenses consist primarily
of (i) employee benefit expenses, comprising salaries, bonuses, social insurance contributions,
housing provident funds, equity-settled share-based payment expenses and other benefits for
personnel in human resources, finance, risk control and public affairs; (ii) taxes and surcharges;
(iii) depreciation and amortization expenses primarily related to office equipment and
buildings; (iv) professional and consulting fees, including consulting service costs and legal
service expenses; (v) office and travel expenses, consisting mainly of travel, and office-related
costs; and (vi) listing expenses.
FINANCIAL INFORMATION
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In 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, our
administrative and other expenses were RMB27.6 million, RMB41.6 million, RMB91.5
million, RMB32.1 million and RMB48.5 million, respectively, accounting for 5.5%, 5.0%,
7.3%, 5.5% and 6.7% of our total revenue for the corresponding years/periods.
The following table sets forth a breakdown of our administrative and other expenses for
the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(unaudited)
Employee benefit
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,061 54.6 17,794 42.7 41,282 45.1 15,394 47.9 29,426 60.6
Taxes and surcharges /H1118/H11183,383 12.3 6,877 16.5 9,354 10.2 4,847 15.1 5,529 11.4
Depreciation and
amortization /H1118/H1118/H1118/H1118/H1118/H11182,579 9.4 5,070 12.2 6,569 7.2 3,057 9.5 3,895 8.0
Professional and
consulting fees /H1118/H1118/H1118/H1118/H11182,251 8.2 3,952 9.5 5,734 6.3 1,040 3.2 2,469 5.1
Office and travel
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,726 6.3 3,772 9.1 6,335 6.9 2,820 8.8 3,702 7.6
Listing fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,020 2.4 17,163 18.8 3,078 9.6 1,534 3.2
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,560 9.3 3,145 7.6 5,060 5.5 1,895 5.9 1,967 4.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,560 100.0 41,630 100.0 91,497 100.0 32,131 100.0 48,522 100.0
Note:
(1) Others mainly represent utilities expenses and property management fees.
Research and Development Expenses
During the Track Record Period, our research and development expenses consist
primarily of (i) employee benefit expenses, including salaries, bonuses, social insurance
contributions, housing provident funds, equity-settled share-based payment expenses and other
benefits for R&D personnel; (ii) professional service fees, primarily related to inspection,
testing and consulting services, (iii) material costs associated with product research and
development; and (iv) depreciation and amortization, mainly related to patents.
In 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, our research
and development expenses were RMB16.2 million, RMB23.8 million, RMB21.4 million,
RMB9.4 million and RMB10.7 million, respectively, accounting for 3.2%, 2.8%, 1.7%, 1.6%
and 1.5% of our total revenue for the corresponding years/periods.
FINANCIAL INFORMATION
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The following table sets forth a breakdown of our research and development expenses for
the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(unaudited)
Employee benefit
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,356 76.0 17,019 71.4 15,304 71.5 6,824 72.7 7,782 72.6
Professional service
fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,245 13.9 2,520 10.5 1,728 8.1 663 7.1 1,372 12.8
Material costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118512 3.1 2,143 9.0 2,256 10.5 1,015 10.8 676 6.3
Depreciation and
amortization /H1118/H1118/H1118/H1118/H1118/H1118190 1.2 285 1.2 312 1.5 164 1.7 128 1.2
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118944 5.8 1,878 7.9 1,811 8.4 724 7.7 758 7.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,247 100.0 23,845 100.0 21,411 100.0 9,390 100.0 10,716 100.0
Note:
(1) Others mainly represent travel expenses and office expenses associated with our R&D personnel.
Impairment Loss on Trade Receivables
In 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, our
impairment loss on trade receivables was RMB4 thousand, RMB69 thousand, RMB24
thousand, RMB16 thousand and RMB201 thousand, respectively.
Finance Costs
During the Track Record Period, our finance costs primarily include interest expenses on
bank loans, lease liabilities and redeemable Preferred Shares.
In 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, our finance
costs were RMB27.2 million, RMB27.5 million, RMB28.7 million, RMB14.2 million and
RMB13.6 million, respectively, accounting for 5.4%, 3.2%, 2.3%, 2.4% and 1.9% of our total
revenue for the corresponding years/periods.
FINANCIAL INFORMATION
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The following table sets forth a breakdown of our finance costs for the years/periods
indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(unaudited)
Interest on redeemable
Preferred Shares (1) /H1118/H1118/H111825,585 94.0 25,585 93.0 25,385 88.5 12,723 89.4 12,588 92.4
Interest on bank loans /H1118/H11181,203 4.4 1,322 4.8 2,788 9.8 1,214 8.5 712 5.2
Interest on lease
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118434 1.6 593 2.2 499 1.7 287 2.1 328 2.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,222 100.0 27,500 100.0 28,672 100.0 14,224 100.0 13,628 100.0
Note:
(1) Interest on redeemable Preferred Shares refers to the accrued financial returns payable to holders of
convertible redeemable Preferred Shares.
Income Tax
Our income tax expenses represent PRC corporate income tax. In 2022, 2023 and 2024
and the six months ended June 30, 2024 and 2025, our income tax was RMB8.8 million,
RMB33.5 million, RMB58.2 million, RMB27.5 million and RMB38.8 million, respectively.
We are subject to income tax on an entity basis calculated on profits generated within or
derived from the jurisdictions in which our members are domiciled and operate. We are subject
to various rates of income tax under different jurisdictions. During the Track Record Period and
up to the Latest Practicable Date, we had made all the required tax filings with the relevant tax
authorities in jurisdictions we operate in, and we were not aware of any outstanding or
potential disputes with such tax authorities.
Loss/Profit for the Y ear/Period
As a result of the foregoing, we had a loss of RMB21.2 million in 2022, and a profit of
RMB27.2 million, RMB58.5 million, RMB28.2 million and RMB48.5 million in 2023, 2024
and the six months ended June 30, 2024 and 2025, respectively.
FINANCIAL INFORMATION
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TAXATION
Cayman Islands and the BVI
Our Company is incorporated in the Cayman Islands as an exempted company with
limited liability under the Cayman Companies Act of the Cayman Islands and accordingly, is
exempted from Cayman Islands income tax. As such, the results of operations reported by our
Company is not subject to any Cayman Islands income tax.
Our entities established under the BVI Business Companies Act of the BVI are exempt
from BVI income taxes.
Hong Kong
Hong Kong has adopted a two-tiered profits tax rates regime since March 2018. Under the
two-tiered profits tax rates regime, the first HK$2,000,000 of profits of qualifying corporations
will be taxed at 8.25%, and profits above HK$2,000,000 will be taxed at 16.5%. The two-tiered
profits tax rates would only apply to the one which is nominated to be chargeable at the
two-tiered rates. The profits of corporations not qualifying for the two-tiered profits tax rates
regime will continue to be taxed at 16.5%. We have not made any provision for Hong Kong
profits tax as we did not generate any assessable profits in Hong Kong during the Track Record
Period.
PRC
Our subsidiaries in China are generally subject to Enterprise Income Tax (“ EIT”) at the
statutory rate of 25% on the taxable income as reported in their respective statutory financial
statements adjusted in accordance with the EIT Law.
For the year ended December 31, 2022, two subsidiaries of our Group met the criteria for
preferential tax rate granted to small and low profit-making enterprises in the PRC and were
entitled to a preferential tax rate of 2.5% on taxable income for the first RMB1,000,000 and
5% on taxable income for the subsequent RMB1,000,000 to RMB3,000,000.
For the year/period ended December 31, 2023 and 2024, and the six months ended June
30, 2025, seven, seven and six subsidiaries of our Group met the criteria for preferential tax
rate granted to small and low profit-making enterprises in the PRC and were entitled to a
preferential tax rate of 5% on taxable income for RMB3,000,000.
Further, BeBeBus Technology was qualified as a High and New Technology Enterprises
(“HNTE ”) in 2020 and was entitled to a preferential tax rate of 15% for the year ended
December 31, 2022. For the year ended December 31, 2023 and 2024 and the six months ended
June 30, 2025, BeBeBus Technology ceased to be entitled to the preferential tax rate for HNTE
and thus was subject to a rate of 25% for EIT.
FINANCIAL INFORMATION
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PERIOD TO PERIOD COMPARISON OF RESULTS OF OPERATIONS
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Revenue
We generated all of our revenue from sales of products. Our revenue increased by 24.7%
from RMB581.9 million in the six months ended June 30, 2024 to RMB725.8 million in the six
months ended June 30, 2025, primarily due to an increase in revenue of our baby care products.
Revenue by Product Type
 Travel gear . Our revenue from travel gear decreased by 5.4% from RMB272.4 million in
the six months ended June 30, 2024 to RMB257.8 million in the six months ended June
30, 2025, primarily attributable to a decrease in sales volumes in baby carriers as a result
of heightened market competition.
 Sleep gear . Our revenue from sleep gear remained relatively stable, slightly increasing by
1.9% from RMB97.0 million in the six months ended June 30, 2024 to RMB98.9 million
in the six months ended June 30, 2025.
 Feeding gear . Our revenue from sales of feeding gear increased by 82.8% from RMB34.1
million in the six months ended June 30, 2024 to RMB62.3 million in the six months
ended June 30, 2025, primarily driven by an increase in sales volume of tableware
products, particularly from our new baby bottle series which became a market best-seller.
 Baby care products. Our revenue from baby care products increased by 72.1% from
RMB178.4 million in the six months ended June 30, 2024 to RMB306.9 million in the six
months ended June 30, 2025, primarily driven by an increase in sales volume across our
baby care product lines due to strong market demand and successful execution of our
sales strategies.
Revenue by Sales Channel
 Online channels. Our revenue generated from online channels increased by 23.0% from
RMB432.2 million in the six months ended June 30, 2024 to RMB531.6 million in the six
months ended June 30, 2025. Specifically, revenue generated from e-commerce platforms
increased by 22.6% from RMB387.6 million in the six months ended June 30, 2024 to
RMB475.3 million in the six months ended June 30, 2025, primarily due to significant
growth in our platform-operated store on JD.com , mainly driven by (i) enhanced platform
resource allocation from JD.com in 2025, following our strong store performance in 2024,
and (ii) our strategic expansion of diaper products for this channel. Similarly, revenue
generated from private domain sales, specifically our Weixin mini program and Weixin
channels, increased by 26.1% from RMB44.6 million in the six months ended June 30,
FINANCIAL INFORMATION
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2024 to RMB56.3 million in the six months ended June 30, 2025, primarily due to the
growing market presence and recognition of our BeBeBus brand, and the rising appeal
and demand for our product offerings such as baby care products.
 Offline channels. Our revenue generated from offline channels increased by 29.8% from
RMB149.7 million in the six months ended June 30, 2024 to RMB194.3 million in the six
months ended June 30, 2025, primarily due to increased sales volume from our
distributors. Specifically, revenue generated from sales to distributors increased by 44.6%
from RMB95.1 million in the six months ended June 30, 2024 to RMB137.5 million in
the six months ended June 30, 2025, primarily due to (i) increased purchases of our baby
care products by existing distributors, and (ii) the addition of new distributors to our sales
network. Revenue generated from sales to key accounts increased by 4.2% from
RMB53.8 million in the six months ended June 30, 2024 to RMB56.0 million in the six
months ended June 30, 2025, which was in line with our business growth.
Cost of Sales
Our cost of sales increased by 26.9% from RMB289.6 million in the six months ended
June 30, 2024 to RMB367.3 million in the six months ended June 30, 2025, which was in line
with our revenue growth.
Gross Profit and Gross Profit Margin
Our gross profit increased by 22.6% from RMB292.3 million in the six months ended
June 30, 2024 to RMB358.5 million in the six months ended June 30, 2025. Our gross profit
margin slightly decreased from 50.2% in the six months ended June 30, 2024 to 49.4% in the
six months ended June 30, 2025.
Gross Profit and Gross Profit Margin by Product Type
For our travel gear, the gross profit decreased by 6.1% from RMB135.8 million in the six
months ended June 30, 2024 to RMB127.5 million in the six months ended June 30, 2025, and
the gross profit margin slightly decreased from 49.9% to 49.5%, mainly as a result of clearing
old inventory of baby carriers.
For our sleep gear, the gross profit remained relatively stable, which was RMB59.3
million in the six months ended June 30, 2024 and RMB59.1 million in the six months ended
June 30, 2025, and the gross profit margin slightly decreased from 61.2% in the six months
ended June 30, 2024 to 59.8% in the six months ended June 30, 2025.
For our feeding gear, the gross profit increased by 80.8% from RMB21.3 million in the
six months ended June 30, 2024 to RMB38.6 million in the six months ended June 30, 2025,
and the gross profit margin slightly decreased from 62.6% in the six months ended June 30,
2024 to 61.9% in the six months ended June 30, 2025, mainly due to changes in our product
mix.
FINANCIAL INFORMATION
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For our baby care products, the gross profit increased by 75.9% from RMB75.8 million
in the six months ended June 30, 2024 to RMB133.3 million in the six months ended June 30,
2025, and the gross profit margin increased from 42.5% in the six months ended June 30, 2024
to 43.4% in the six months ended June 30, 2025, mainly due to successful online channel
expansion driving significant sales volume growth and improved operating leverage from
online channel efficiencies.
Other Income and Net Gain
Our other income and net gain increased by 2,117.8% from RMB1.2 million in the six
months ended June 30, 2024 to RMB26.5 million in the six months ended June 30, 2025,
primarily due to (i) an increase in government grants, and (ii) a decrease in net foreign
exchange loss due to fluctuation of the U.S. dollar to Renminbi exchange rate.
Selling and Distribution Expenses
Our selling and distribution expenses increased by 23.4% from RMB182.0 million in the
six months ended June 30, 2024 to RMB224.6 million in the six months ended June 30, 2025,
primarily due to (i) an increase in promotion expenses, and (ii) an increase in employee benefit
expenses, both in line with our revenue growth.
Administrative and Other Expenses
Our administrative and other expenses increased by 51.0% from RMB32.1 million in the
six months ended June 30, 2024 to RMB48.5 million in the six months ended June 30, 2025,
primarily due to (i) an increase in employee benefit expenses from RMB15.4 million in the six
months ended June 30, 2024 to RMB29.4 million in the six months ended June 30, 2025 due
to increased costs associated with ESOP compared to the six months ended June 30, 2024, and
(ii) an increase in professional and consulting fees from RMB1.0 million in the six months
ended June 30, 2024 to RMB2.5 million in the six months ended June 30, 2025 in connection
with our marketing initiatives.
Research and Development Expenses
Our research and development expenses remained stable, which was RMB9.4 million in
the six months ended June 30, 2024 and RMB10.7 million in the six months ended June 30,
2025.
Finance Costs
Our finance costs decreased by 4.2% from RMB14.2 million in the six months ended June
30, 2024 to RMB13.6 million in the six months ended June 30, 2025, primarily due to a
decrease in our average bank loan balances compared to the six months ended June 30, 2024,
which led to a decrease in interest costs.
FINANCIAL INFORMATION
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Income Tax
Our income tax increased by 40.9% from RMB27.5 million in the six months ended June
30, 2024 to RMB38.8 million in the six months ended June 30, 2025, primarily due to the
growth of our profit before income tax. Our effective income tax rate (calculated as income tax
expense divided by profit before taxation) decreased from 49.4% in the six months ended June
30, 2024 to 44.4% in the six months ended June 30, 2025.
Loss/Profit for the Y ear/Period
As a result of the foregoing, our profit for the period increased by 72.1% from RMB28.2
million in the six months ended June 30, 2024 to RMB48.5 million in the six months ended
June 30, 2025.
Y ear Ended December 31, 2024 Compared to Y ear Ended December 31, 2023
Revenue
We generated all of our revenue from sales of products. Our revenue increased by 46.6%
from RMB852.1 million in 2023 to RMB1,248.9 million in 2024, primarily due to increases in
revenue of our major products and from both online channels and offline channels.
Revenue by Product Type
 Travel gear . Our revenue from travel gear increased by 20.3% from RMB474.2 million in
2023 to RMB570.6 million in 2024, primarily driven by (i) a 43.6% increase in sales of
strollers and accessories from RMB165.8 million in 2023 to RMB238.1 million in 2024,
and (ii) a 10.3% increase in sales of car seats from RMB188.0 million in 2023 to
RMB207.4 million in 2024. These increases were primarily driven by the growth of sales
volume, as a result of our enhanced brand recognition, improved market acceptance, as
well as the introduction of new product lines and the upgrade of existing models.
 Sleep gear . Our revenue from sleep gear increased by 64.5% from RMB135.9 million in
2023 to RMB223.5 million in 2024, primarily due to the growth of sales volume for cribs,
pajamas and pillows, as a result of an expanded and refined product portfolio, as well as
improved brand recognition and successful market promotions.
 Feeding gear . Our revenue from sales of feeding gear increased by 62.2% from RMB41.0
million in 2023 to RMB66.5 million in 2024, primarily driven by the growth of sales
volume, particularly from the sales growth of tableware products with higher unit prices.
 Baby care products. Our revenue from baby care products increased by 93.2% from
RMB201.0 million in 2023 to RMB388.3 million in 2024, primarily due to (i) an increase
in sales volume driven by the launch of multiple new diaper series in 2024, (ii) effective,
expanded distribution through offline channels, and (iii) the growth of the sales of
existing products.
FINANCIAL INFORMATION
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Revenue by Sales Channel
 Online channels. Our revenue generated from online channels increased by 47.2% from
RMB636.5 million in 2023 to RMB936.8 million in 2024 due to the revenue increases
across all major online sales channels. Revenue generated from e-commerce platforms
increased by 41.0% from RMB596.5 million in 2023 to RMB840.9 million in 2024.
Similarly, revenue generated from private domain sales, specifically our Weixin mini
program and Weixin channels, increased by 139.5% from RMB40.0 million in 2023 to
RMB95.8 million in 2024. The increase of revenue generated from online channels was
primarily driven by (i) the growth of sales volumes across both e-commerce and private
domain platforms, (ii) the growth of consumers returning to make additional purchases on
these platforms, (iii) the growing market presence and recognition of our BeBeBus brand,
and (iv) the rising appeal and demand for our product offerings.
 Offline channels. Our revenue generated from offline channels increased by 44.8% from
RMB215.6 million in 2023 to RMB312.1 million in 2024, primarily due to increases in
revenue from sales to both our distributors and key accounts. Specifically, revenue
generated from sales to distributors increased by 50.3% from RMB132.4 million in 2023
to RMB199.0 million in 2024, primarily due to the expansion of our distributors network.
Revenue generated from sales to key accounts increased by 35.4% from RMB82.3 million
in 2023 to RMB111.4 million in 2024, which was in line with our business growth.
Cost of Sales
Our cost of sales increased by 45.9% from RMB424.8 million in 2023 to RMB619.8
million in 2024, which was in line with the growth of our sales volume.
Gross Profit and Gross Profit Margin
Our gross profit increased by 47.2% from RMB427.3 million in 2023 to RMB629.1
million in 2024. Our gross profit margin increased from 50.2% in 2023 to 50.4% in 2024.
Gross Profit and Gross Profit Margin by Product Type
For our travel gear, the gross profit increased by 17.1% from RMB244.7 million in 2023
to RMB286.6 million in 2024, and the gross profit margin slightly decreased from 51.6% to
50.2%, mainly as a result of clearing old inventory of car seats, which resulted in lower sales
prices.
For our sleep gear, the gross profit increased by 72.6% from RMB77.1 million in 2023
to RMB133.1 million in 2024, and the gross profit margin increased from 56.7% in 2023 to
59.5% in 2024, mainly due to the introduction of new models and enhancements to existing
products in 2024, which supported higher unit prices.
FINANCIAL INFORMATION
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For our feeding gear, the gross profit increased by 54.3% from RMB26.7 million in 2023
to RMB41.2 million in 2024, and the gross profit margin decreased from 65.1% in 2023 to
62.0% in 2024, mainly due to (i) higher costs of outsourced goods associated with the
refinement of our product offerings, and (ii) the inclusion of complimentary accessories and
trial products, which were introduced in response to competitive market pressures.
For our baby care products, the gross profit increased by 113.5% from RMB78.8 million
in 2023 to RMB168.2 million in 2024, and the gross profit margin increased from 39.2% in
2023 to 43.3% in 2024, mainly due to (i) improved economies of scale and production
efficiency, (ii) a shift in product mix toward higher-margin diaper series, and (iii) cost
optimization in raw material procurement and manufacturing processes.
Other Income and Net Gain
Our other income and net gain increased by 68.6% from RMB12.1 million in 2023 to
RMB20.4 million in 2024, primarily due to (i) an increase in government grants, and (ii) an
increase in interest income resulting from an increase in bank deposits, partially offset by net
foreign exchange loss due to fluctuation of the U.S. dollar to Renminbi exchange rate during
our Group’s restructuring process.
Selling and Distribution Expenses
Our selling and distribution expenses increased by 36.9% from RMB285.7 million in
2023 to RMB391.1 million in 2024, primarily due to (i) an increase in promotion expenses,
reflecting our expanded promotional activities across online and offline channels, and (ii) an
increase in employee benefit expenses, resulting from the expansion of our sales team and a
modest increase in average employee compensation.
Administrative and Other Expenses
Our administrative and other expenses increased by 120.0% from RMB41.6 million in
2023 to RMB91.5 million in 2024, primarily due to (i) an increase in employee benefit
expenses due to the expansion of our administrative team in 2024 as a result of our business
expansion, and (ii) an increase in listing fees in relation to the Global Offering.
Research and Development Expenses
Our research and development expenses remained stable, which was RMB23.8 million in
2023 and RMB21.4 million in 2024.
Finance Costs
Our finance costs increased by 4.4% from RMB27.5 million in 2023 to RMB28.7 million
in 2024, primarily due to an increase in our bank loan balances, which led to an increase in
interest costs.
FINANCIAL INFORMATION
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Income Tax
Our income tax increased by 73.7% from RMB33.5 million in 2023 to RMB58.2 million
in 2024, primarily due to the growth of our profit before income tax. Our effective income tax
rate (calculated as income tax expense divided by profit before taxation) remained relatively
stable at 55.2% and 49.9% in 2023 and 2024, respectively.
Loss/Profit for the Y ear/Period
As a result of the foregoing, our profit for the year increased by 115.1% from RMB27.2
million in 2023 to RMB58.5 million in 2024.
Y ear Ended December 31, 2023 Compared to Y ear Ended December 31, 2022
Revenue
We generated all of our revenue from sales of products. Our revenue increased by 68.0%
from RMB507.2 million in 2022 to RMB852.1 million in 2023, primarily due to increases in
revenue generated from sales of major products and from both online and offline channels.
Revenue by Product Type
 Travel gear . Our revenue from travel gear increased by 46.0% from RMB324.7 million in
2022 to RMB474.2 million in 2023, primarily driven by (i) a 103.3 % increase in sales
of baby carriers from RMB59.2 million in 2022 to RMB120.4 million in 2023, and (ii)
a 33.6% increase in sales of car seats from RMB140.8 million in 2022 to RMB188.0
million in 2023. These increases were mainly driven by the growth of sales volume, as
a result of our enhanced brand recognition, improved market acceptance and the
enrichment of our product portfolio.
 Sleep gear . Our revenue from sleep gear increased by 8.9% from RMB124.8 million in
2022 to RMB135.9 million in 2023, primarily due to an increase in sales volume of
pajamas and pillows resulting from an expanded and refined product portfolio, as well as
improved brand recognition and successful market promotions.
 Feeding gear . Our revenue from sales of feeding gear increased by 163.8% from
RMB15.5 million in 2022 to RMB41.0 million in 2023, primarily driven by the growth
of sales volume, as a result of our enhanced brand recognition and an increasingly diverse
product portfolio, including the launch of new highchair and tableware series in 2023.
 Baby care products. Our revenue from baby care products increased by 376.5% from
RMB42.2 million in 2022 to RMB201.0 million in 2023, primarily due to an increase in
sales volume resulting from (i) the launch of new diaper series, such as the Platinum+
Series, which command higher unit prices, (ii) our enhanced brand recognition and broad
market acceptance, and (iii) the introduction of small package edition in 2023.
FINANCIAL INFORMATION
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Revenue by Sales Channel
 Online channels. Our revenue generated from online channels increased by 52.7% from
RMB416.9 million in 2022 to RMB636.5 million in 2023, primarily due to increases in
revenue across all online channels. Specifically, our revenue from e-commerce platforms
increased by 46.2% from RMB408.1 million in 2022 to RMB596.5 million in 2023,
mainly driven by (i) the growth of sales volumes across e-commerce platforms, and (ii)
continued growth of repeat customers on these platforms. Revenue from our private
domain increased by 357.0% from RMB8.8 million in 2022 to RMB40.0 million in 2023,
primarily driven by (i) the growth of sales volumes due to improved conversion of
customers from other platforms, and (ii) the growth of repeat customers driven by
enhanced customer engagement through our Weixin mini program and Weixin channels.
 Offline channels. Our revenue generated from offline channels increased by 138.7% from
RMB90.3 million in 2022 to RMB215.6 million in 2023, primarily due to increases in
revenue from sales to both our distributors and key accounts. Specifically, revenue
generated from sales to distributors increased by 137.3% from RMB55.8 million in 2022
to RMB132.4 million in 2023, primarily driven by the expansion of our distributor
network, which grew from 56 as of December 31, 2022, to 85 as of December 31, 2023,
and our efforts to elevate brand equity that helped improve distributor sales performance.
Revenue generated from sales to key accounts increased by 138.6% from RMB34.5
million in 2022 to RMB82.3 million in 2023, primarily due to revenue growth from car
seats and strollers at major baby and kids retail chains, supported by the enhanced
perception of our brand image.
Cost of Sales
Our cost of sales increased by 60.0% from RMB265.4 million in 2022 to RMB424.8
million in 2023, primarily due to (i) rising costs of outsourced goods due to ongoing
collaboration with qualified third-party manufacturers and scaling up the volume of outsourced
products to meet growing market demand, and (ii) higher material and transportation costs due
to our increased production output. The increase in cost of sales was in line the expansion of
our business operations.
Gross Profit and Gross Profit Margin
Our gross profit increased by 76.7% from RMB241.8 million in 2022 to RMB427.3
million in 2023. Our gross profit margin increased from 47.7% in 2022 to 50.2% in 2023,
primarily because the growth of revenue outpaced the growth of cost of revenue, which was
attributable to (i) our continuous efforts of developing and launching new products, which
drove the unit price to increase, and (ii) our successful cost control efforts, such as changing
third-party manufacturers for pajama and pillow products, which reduced our outsourcing costs
while maintaining high product quality.
FINANCIAL INFORMATION
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Gross Profit and Gross Profit Margin by Product Type
The gross profits and gross profit margins for our travel gear, sleep gear, and baby care
products increased from 2022 to 2023, primarily due to economies of scale achieved through
increased production volumes. Specifically, the gross profit of our travel gear increased by
61.8%, from RMB151.3 million in 2022 to RMB244.7 million in 2023, and the gross profit
margin increased from 46.6% in 2022 to 51.6% in 2023. The gross profit of our sleep gear
increased by 15.9%, from RMB66.5 million in 2022 to RMB77.1 million in 2023, and the gross
profit margin increased from 53.3% in 2022 to 56.7% in 2023. The gross profit of our baby care
products increased by 382.5%, from RMB16.3 million in 2022 to RMB78.8 million in 2023,
and the gross profit margin slightly increased from 38.7% in 2022 to 39.2% in 2023.
For our feeding gear, the gross profit increased by 248.0% from RMB7.7 million in 2022
to RMB26.7 million in 2023, and the gross profit margin increased from 49.4% in 2022 to
65.1% in 2023, mainly driven by the successful launch of new products that offered higher
gross profit margins.
Other Income and Net Gain
Our other income and net gain increased by 113.4% from RMB5.7 million in 2022 to
RMB12.1 million in 2023, primarily due to an increase in government grants from RMB3.8
million to RMB10.3 million, including tax refunds and business innovation incentives provided
to our subsidiaries.
Selling and Distribution Expenses
Our selling and distribution expenses increased by 51.2% from RMB188.9 million in
2022 to RMB285.7 million in 2023, primarily due to (i) an increase in promotion expenses
driven by the continued expansion of our sales activities both online and offline, and (ii) an
increase in employee benefit expenses resulting from the expansion of our sales team in 2023.
Additionally, the difference between our online revenue growth and platform service fee
increases was primarily driven by (i) changes in the incoming structure of our online platforms,
with the income from JD.com and our private domain increasing. These platforms generally
have lower service fee rates compared to others; and (ii) changes in category-based fee rates
and variations in platform policies, which in general range from 2% to 5% of the gross
transaction value. According to Frost & Sullivan, these rates are in line with prevailing market
standards.
FINANCIAL INFORMATION
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Administrative and Other Expenses
Our administrative and other expenses increased by 51.1% from RMB27.6 million in
2022 to RMB41.6 million in 2023, primarily due to (i) an increase in taxes and surcharges in
line with our revenue growth; and (ii) an increase in employee benefit expenses, primarily due
to the expansion of our management team, and the increased average salary of our management
team.
Research and Development Expenses
Our administrative and other expenses increased by 46.8% from RMB16.2 million in
2022 to RMB23.8 million in 2023, primarily due to (i) an increase in employee benefit
expenses resulting from the expansion of our R&D team, and (ii) increased material costs
related to the scaling of our business and the development of new products.
Finance Costs
Our finance costs remained stable, which was RMB27.2 million in 2022 and RMB27.5
million in 2023.
Income Tax
Our income tax increased significantly from RMB8.8 million in 2022 to RMB33.5 million
in 2023. Our effective income tax rate (calculated as income tax expense divided by profit
before taxation) was (70.8%) in 2022 and 55.2% in 2023, primarily due to (i) the growth of our
profit before income tax, as we began generating profits in 2023, (ii) an increase in interest
expenses related to redeemable Preferred Shares and non-deductible marketing and promotion
expenses in 2023, which are non-deductible for tax purposes, and (iii) one of our subsidiaries,
BeBeBus Technology, ceased to qualify for preferential corporate income tax rates in 2023. See
Note 8 to the Accountants’ Report for further details.
Loss/Profit for the Y ear
As a result of the foregoing, we recorded a loss of RMB21.2 million in 2022 and a profit
of RMB27.2 million in 2023.
FINANCIAL INFORMATION
– 353 –


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DISCUSSION OF SELECTED ITEMS FROM THE CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
The table below sets forth selected information from our consolidated statements of
financial position as of the dates indicated, which has been extracted from the Accountants’
Report.
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
ASSETS
Non-current assets
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H111831,599 48,521 56,813 79,232
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,171 14,229 45,293 43,031
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,701 35,724 29,450 26,280
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,208 25,207 25,722 26,578
Interests in an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– 7 2 1
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118103,679 123,681 157,278 175,842
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,833 61,110 98,613 62,209
Trade and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,803 49,429 64,119 100,582
Financial assets measured at FVTPL /H1118/H111873,593 36,637 31,039 152,285
Restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,851 9,695 12,792
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,715 118,686 217,120 201,152
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118215,944 272,713 420,586 529,020
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118319,623 396,394 577,864 704,862
LIABILITIES
Current liabilities
Bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,850 29,452 40,000 44,840
Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111882,658 98,963 167,367 199,882
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,964 9,267 11,845 16,297
Income tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,019 26,462 31,896 23,171
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,241 6,589 6,570 6,481
Provisions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,555 4,259 6,244 6,930
Redeemable Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 361,016
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118162,287 174,992 263,922 658,617
Total assets less current liabilities /H1118/H1118157,336 221,402 313,942 46,245
Non-current liabilities
Bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 20,000
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,040 7,918 8,297 5,109
FINANCIAL INFORMATION
– 354 –


--- page 364 ---
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Redeemable Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118300,140 325,725 348,428 –
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118302,180 333,643 356,725 25,109
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118464,467 508,635 620,647 683,726
Net (liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(144,844) (112,241) (42,783) 21,136
Assets
Property, Plant and Equipment
Our property, plant and equipment mainly comprise plant and buildings, machinery and
equipment, motor vehicles, office and other equipment, leasehold improvement and
construction in progress. We had property, plant and equipment of RMB31.6 million, RMB48.5
million, RMB56.8 million and RMB79.2 million as of December 31, 2022, 2023 and 2024 and
June 30, 2025, respectively. The following table sets forth a breakdown of the net book value
of our property, plant and equipment of the dates indicated.
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Plant and buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,032 21,771 20,659 20,103
Machinery and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,097 9,634 14,152 14,465
Motor vehicles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118982 2,461 2,495 2,061
Office and other equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,518 1,728 1,735 1,651
Leasehold improvement /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,524 9,101 7,239 6,456
Construction in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118446 3,826 10,533 34,496
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/H111831,599 48,521 56,813 79,232
Our property, plant and equipment increased from RMB31.6 million as of December 31,
2022 to RMB48.5 million as of December 31, 2023, primarily due to (i) an increase in plant
and buildings from RMB12.0 million as of December 31, 2022 to RMB21.8 million as of
December 31, 2023, mainly in relation to the purchase of new office in Kunshan, and (ii) an
increase in leasehold improvement from RMB1.5 million as of December 31, 2022 to RMB9.1
million as of December 31, 2023, mainly in relation to the leasehold of plant and buildings in
Shanghai, Ningbo and Kunshan. The increase was partially offset by a decrease in machinery
and equipment, primarily resulting from the depreciation of machinery and equipment. Our
property, plant and equipment increased from RMB48.5 million as of December 31, 2023 to
FINANCIAL INFORMATION
– 355 –


--- page 365 ---
RMB56.8 million as of December 31, 2024, primarily due to an increase in machinery and
equipment from RMB9.6 million as of December 31, 2023 to RMB14.2 million as of
December 31, 2024, mainly due to the transfer of certain molds from construction in progress
to fixed assets upon reaching their intended use, partially offset by a decrease in leasehold
improvements from RMB9.1 million as of December 31, 2023 to RMB7.2 million as of
December 31, 2024, due to the amortization of office and store decoration costs. Our property,
plant and equipment increased by 39.5% from RMB56.8 million as of December 31, 2024 to
RMB79.2 million as of June 30, 2025, primarily driven by an increase in construction in
progress from RMB10.5 million as of December 31, 2024 to RMB34.5 million as of June 30,
2025, mainly attributable to capitalized expenditures related to our New Ningbo Facility.
Right-of-use Assets
Our right-of-use assets mainly comprise leased properties for our own use. We had
right-of-use assets of RMB8.2 million, RMB14.2 million, RMB45.3 million and RMB43.0
million as of December 31, 2022, 2023 and 2024 and June 30, 2025, respectively. Our
right-of-use assets increased from RMB8.2 million as of December 31, 2022 to RMB14.2
million as of December 31, 2023, primarily due to an increase in leasehold properties in
Shanghai and Ningbo, Zhejiang. Our right-of-use assets increased from RMB14.2 million as of
December 31, 2023 to RMB45.3 million as of December 31, 2024, primarily due to the
purchase of land use rights in Ningbo and the renewal of lease agreements for existing
production facilities. Our right-of-use assets decreased by 5.0% from RMB45.3 million as of
December 31, 2024 to RMB43.0 million as of June 30, 2025, mainly due to depreciation
recognized during the period.
The following table sets forth a breakdown of our right-of-use assets for the years/periods
indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Leasehold land /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 28,228 29,459
Properties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,171 14,229 17,065 13,572
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/H11188,171 14,229 45,293 43,031
Intangible Assets
Our intangible assets mainly comprise software and patents in connection with our
operations. We had intangible assets of RMB41.7 million, RMB35.7 million, RMB29.5 million
and RMB26.3 million as of December 31, 2022, 2023 and 2024 and June 30, 2025,
FINANCIAL INFORMATION
– 356 –


--- page 366 ---
respectively. Our intangible assets decreased from RMB41.7 million as of December 31, 2022
to RMB35.7 million as of December 31, 2023, further to RMB29.5 million as of December 31,
2024, and down to RMB26.3 million as of June 30, 2025, mainly due to the amortization of
software and patents.
Deferred Tax Assets
Our deferred tax assets mainly arise from financial assets measured at FVTPL, deductible
losses and lease liabilities. We had deferred tax assets of RMB22.2 million, RMB25.2 million,
RMB25.7 million and RMB26.6 million as of December 31, 2022, 2023 and 2024 and June 30,
2025, respectively. Our deferred tax assets increased from RMB22.2 million as of December
31, 2022 to RMB25.2 million as of December 31, 2023, primarily due to deductible temporary
differences arising from deductible losses. Our deferred tax assets remained relatively stable
from RMB25.2 million as of December 31, 2023 to RMB25.7 million as of December 31, 2024,
and increased to RMB26.6 million as of June 30, 2025, mainly due to deductible temporary
differences arising from unrealized profits at period-end.
Inventories
Our inventories consist of (i) raw materials, primarily including raw materials and
subcontracting materials in our production facility in Ningbo, (ii) work in progress, mainly
including car seats and highchairs during production in our Ningbo production facility, and (iii)
finished goods. Under our inventory management policies, we regularly monitor and analyze
our historical procurement, inventory level and projected usage of our inventories to meet the
demand of our customers in the ordinary course of our business. See “Business — Production
Facilities — Inventory Control” for details. Finished goods represented a significant portion of
our inventories, accounting for 69.1%, 88.1%, 87.9% and 85.8% of our total inventories,
respectively, as of December 31, 2022, 2023, 2024 and June 30, 2025.
The following table sets forth our inventories as of the date indicated.
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,053 4,405 9,203 6,141
Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,263 2,856 2,725 2,684
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,517 53,849 86,685 53,384
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/H111852,833 61,110 98,613 62,209
FINANCIAL INFORMATION
– 357 –


--- page 367 ---
Our inventories increased by 15.7% from RMB52.8 million as of December 31, 2022 to
RMB61.1 million as of December 31, 2023, primarily due to an increase in finished goods from
RMB36.5 million as of December 31, 2022 to RMB53.8 million as of December 31, 2023, in
the anticipation of the increasing demand for our products, which was also in line with our
sales volume growth. Our inventories increased by 61.4% from RMB61.1 million as of
December 31, 2023 to RMB98.6 million as of December 31, 2024, primarily due to an increase
in the stock of finished goods in the anticipation of the increasing demand for our products,
which was in line with the growth of sales volume and the expansion of our product offerings.
Our inventories decreased by 36.9% from RMB98.6 million as of December 31, 2024 to
RMB62.2 million as of June 30, 2025, mainly due to an increase in sales volumes during the
mid-year promotional campaign, which resulted in inventory drawdowns across our product
lines.
The following table sets forth the number of our inventories turnover days for the
years/periods indicated.
For the Y ear Ended December 31,
For the
Six Months
Ended
June 30,
2022 2023 2024 2025
Inventory turnover days (1) /H1118/H1118/H1118 58 49 47 39
Note:
(1) Inventory turnover days for a given year/period is the average of the opening and ending balances of
inventories divided by cost of sales for that year/period and multiplied by the number of days in the
relevant year/period.
Our inventory turnover days were 58, 49, 47 and 39 in 2022, 2023 and 2024 and the six
months ended June 30, 2025, respectively. Our inventories turnover days decreased from 58
days in 2022 to 49 days in 2023, primarily due to an increase in sales volume in 2023, resulting
in a quicker inventory turnover. Our inventories turnover days decreased from 49 days in 2023
to 47 days in 2024, and further down to 39 days in the six months ended June 30, 2025,
primarily due to improved inventory management and optimization of stock levels. The
consistent improvement in inventory turnover days across all product categories during the
Track Record Period was primarily driven by the increasing sales contribution of baby care
products, which exhibit a faster sell-through rate and shorter inventory cycle compared to other
types of products, particularly durable products.
FINANCIAL INFORMATION
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--- page 368 ---
The table below sets forth an aging analysis of our inventories as of the dates indicated.
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
0-30 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,072 38,395 55,173 42,270
31-180 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,749 18,894 41,642 14,146
181-365 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,076 4,249 1,518 4,950
over 366 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118247 – 1,205 1,499
Provision of Inventory /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(311) (428) (925) (656)
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/H111852,833 61,110 98,613 62,209
As of August 31, 2025, approximately RMB46.9 million, or 75.4% of our inventories
outstanding as of June 30, 2025 had been subsequently settled.
Trade and Other Receivables
Our trade and other receivables consist primarily of amounts due from trade receivables
(net of loss allowance), prepayments for purchase of raw material and merchandise, advertising
and promotion expenses, land use right and listing expenses, other receivables and deposits,
V A T recoverable, and amounts due from related parties.
The following table sets forth a breakdown of our trade and other receivables as of the
dates indicated.
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Trade receivables, net of loss
allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,890 26,656 31,369 71,464
Amounts due from related parties (1) /H1118/H11187,842 5,442 175 273
Prepayment for purchase of raw
material and merchandise /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,907 3,858 2,668 1,901
Prepayment for advertising and
promotion expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,290 4,791 12,948 7,387
Prepayment for listing expenses /H1118/H1118/H1118/H1118/H1118– 180 2,834 3,369
V A T recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118301 1,947 3,159 6,116
Other receivables and deposits /H1118/H1118/H1118/H1118/H1118/H11186,573 6,555 10,966 10,072
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/H111839,803 49,429 64,119 100,582
FINANCIAL INFORMATION
– 359 –


--- page 369 ---
Note:
(1) The amounts due from related parties are non-trade in nature and are expected to be settled before the
Listing. See Note 32(d) to the Accountants’ Report included in Appendix I for further details.
Our trade receivables, net of loss allowance, increased from RMB12.9 million as of
December 31, 2022 to RMB26.7 million as of December 31, 2023, primarily due to an increase
in trade receivables from an e-commerce platform customer and one of our key accounts,
partially offset by a decrease in trade receivables from another key account. Prepayments
decreased from RMB12.2 million as of December 31, 2022 to RMB8.8 million as of December
31, 2023, primarily due to a decrease in the prepayments for purchase of raw material and
merchandise, driven mainly by the recovery of certain mold development fees prepaid to
suppliers in 2022.
Our trade and other receivables further increased to RMB64.1 million as of December 31,
2024, primarily due to a significant increase in prepayments from RMB8.8 million as of
December 31, 2023 to RMB18.5 million as of December 31, 2024, resulting from an increased
marketing prepayments as we continued to enhance market promotions to support business
growth. All of the trade and other receivables are expected to be recovered or recognized as
expenses within one year.
Our trade and other receivables further increased to RMB100.6 million as of June 30,
2025, mainly due to a significant increase in trade receivables from RMB31.4 million as of
December 31, 2024 to RMB71.5 million as of June 30, 2025, resulting from sales growth
during the mid-year promotional campaign.
The following table sets forth our trade receivables turnover days for the years/periods
indicated.
For the Y ear Ended December 31,
For the
Six Months
Ended
June 30,
2022 2023 2024 2025
Trade receivables turnover
days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118888 1 3
Note:
(1) Average turnover days of trade receivables are equal to the average of the beginning and ending net trade
receivable balances of a year divided by revenue for that year and multiplied by the number of days in
the relevant year.
FINANCIAL INFORMATION
– 360 –


--- page 370 ---
Our trade receivables turnover days remained stable, which was eight days in 2022, 2023
and 2024 and increased to 13 days in the six months ended June 30, 2025, mainly due to the
sales growth to e-commerce platforms, which have relatively longer credit terms compared to
other types of customers, during mid-year sales promotions.
The following table sets forth an aging analysis of our trade and other receivables, based
on the date of revenue recognition, as of the dates indicated.
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Within 90 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,890 26,656 31,369 71,464
As of August 31, 2025, approximately RMB69.5 million, or 97.3% of trade and other
receivables outstanding as of June 30, 2025 had been subsequently settled.
Financial Assets Measured at FVTPL
Our financial assets measured at FVTPL represents our investments in the wealth
management products. Our financial assets measured at FVTPL decreased from RMB73.6
million as of December 31, 2022 to RMB36.6 million as of December 31, 2023, and further
decreased to RMB31.0 million as of December 31, 2024, primarily due to the redemption of
wealth management products. Our financial assets measured at FVTPL increased to RMB152.3
million as of June 30, 2025, primarily due to the purchase of structured deposit products. These
principal-protected, floating-return structured deposits are short-term investment instruments
issued by leading state-owned national banks with maturities of within 90 days that align with
our investment policy and risk control framework. As of June 30, 2025, we hold structured
deposit products issued by Ningbo Bank, Industrial Bank and Shanghai Pudong Development
Bank with the EUR/USD spot exchange rate or the daily gold benchmark price as the
underlying asset. For 2022, 2023 and 2024 and the six months ended June 30, 2025, the actual
annual returns generated therefrom are RMB1.8 million, RMB1.1 million, RMB2.9 million and
RMB1.4 million, respectively.
We have established a strict investment policy and risk control framework for wealth
management products. Investments must align with the company’s strategic goals, financial
capacity, and regulatory requirements, with thorough feasibility analyses and risk assessments
conducted. We have formulated clear standards and processes for investment initiation, due
diligence, risk control, and decision-making. The procedures ensure timely monitoring and
regular financial analysis of invested entities, along with clearly defined processes for asset
recovery, transfer, or write-off when necessary. Under the precondition of ensuring sufficient
operating capital, we can utilize idle funds to invest exclusively in principal-guaranteed wealth
management products directly issued by banks, limited specifically to fixed-return or
principal-protected floating-return products, with investment periods not exceeding one year
FINANCIAL INFORMATION
– 361 –


--- page 371 ---
and expected returns not lower than the corresponding bank deposit interest rate for the same
term. Additionally, we implement a hierarchical approval system for investments. All financial
products can only be processed after approval from the Head of the Finance Department, CEO,
CFO, and Chairman. Our cashier maintains the investment ledger, which is reviewed and
verified by the treasury manager against the relevant approval documents. Following a
purchase, the treasury manager performs monthly bank reconciliations to confirm the accrued
principal and interest for each product. Upon redemption, either at maturity or ahead of
schedule, the treasury manager confirms the timely and complete receipt of funds into our
Company account. After the Listing, our investments in financial assets measured at FVTPL
will be subject to compliance with Chapter 14 of the Listing Rules.
Restricted Bank Deposits
Restricted bank deposits mainly represent deposits placed at certain banks secured for
issuance of notes payables and certain bank loans. Our restricted bank deposits increased from
nil as of December 31, 2022 to RMB6.9 million as of December 31, 2023, primarily due to the
placement of security deposits for bank acceptance notes in 2023. Our restricted bank deposits
increased to RMB9.7 million as of December 31, 2024, primarily due to increase in security
deposits for bank acceptance notes. Our restricted bank deposits increased to RMB12.8 million
as of June 30, 2025, mainly due to time deposits pledged to meet collateral requirements for
secured borrowings. See Note 21 to the Accountants’ Report.
Cash and Cash Equivalents
Our cash and cash equivalents mainly represent our cash at bank and on hand generated
from our daily operations. Our cash and cash equivalents increased from RMB49.7 million as
of December 31, 2022 to RMB118.7 million as of December 31, 2023, and further to
RMB217.1 million as of December 31, 2024, due to operational cash inflow as a result of the
growth of our business. Our cash and cash equivalents decreased to RMB201.2 million as of
June 30, 2025, mainly due to the investment in structured deposits. See Note 20 to the
Accountants’ Report.
Liabilities
Bank Loans
Our bank loans, comprising both secured and unsecured loans from commercial banks in
China, amounted to RMB59.9 million, RMB29.5 million, RMB40.0 million and RMB64.8
million as of December 31, 2022, 2023 and 2024 and June 30, 2025, respectively, as a result
of our demand for capital due to our business development and expansion.
FINANCIAL INFORMATION
– 362 –


--- page 372 ---
The following table sets forth our bank loans obtained as of the dates indicated.
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Secured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,200 – 24,840
Unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,850 25,252 40,000 40,000
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/H111859,850 29,452 40,000 64,840
As of December 31, 2022, we have drawn down unsecured bank loans of RMB29.9
million, bearing interest at 4.7% per annum. Our controlling Shareholders provided guarantees
for these loans, and these guarantees were all released in 2023 when the loans matured. In
addition, we have drawn down another unsecured and unguaranteed bank loan of RMB30.0
million, bearing interest at 3.4% per annum.
As of December 31, 2023, we have drawn down a secured bank loan of RMB4.2 million,
bearing interest at 3.15% per annum. This loan was secured by our properties with carrying
amount of RMB12.7 million as of December 31, 2023. In addition, we have drawn down the
unsecured bank loan of RMB25.3 million, bearing interest at 3.6% per annum, of which
RMB5.3 million was guaranteed by certain subsidiary of the Group.
As of December 31, 2024 and June 30, 2025, we have drawn down unsecured bank loans
of RMB40.0 million, bearing interest at 3.1% per annum, which was guaranteed by certain
subsidiary of the Group and will be repaid within one year upon drawn down.
As of June 30, 2025, we had drawn down a secured bank loan of RMB4.8 million, bearing
interest at 3.10% per annum. The loan was secured by our time deposits with carrying amount
of RMB5.0 million as of June 30, 2025. In addition, we had drawn down another bank loan of
RMB20.0 million bearing a variable interest rate with reference to the LPR per annum, which
was secured by the leasehold land owned by the subsidiary of the Group and guaranteed by the
other subsidiary of the Group, and would be repaid upon the schedule agreed with the bank.
FINANCIAL INFORMATION
– 363 –


--- page 373 ---
Trade and Other Payables
The following table sets forth a breakdown of our trade and other payables as of the dates
indicated.
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,084 59,397 82,638 128,533
Note payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 13,700 42,447 38,959
Accrued salaries and employee
benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,516 11,643 16,960 10,673
Payables for property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,434 – – 449
Payables for listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 8,263 871
Other payables and accrued charges /H1118/H111811,624 14,223 17,059 20,397
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/H111882,658 98,963 167,367 199,882
Our trade and other payables mainly include trade payables, note payables, accrued
salaries and employee benefits, payables for property, plant and equipment, and other payables
and accrued charges. Our trade and other payables increased from RMB82.7 million as of
December 31, 2022 to RMB99.0 million as of December 31, 2023, primarily due to (i) an
increase in note payables from nil as of December 31, 2022 to RMB13.7 million as of
December 31, 2023 that we paid to suppliers, (ii) an increase in accrued salaries and employee
benefits from RMB6.5 million as of December 31, 2022 to RMB11.6 million as of December
31, 2023 due to increase in the number of employees in line with the increase of our business
scale, which was partially offset by the decrease in payable for property, plant and equipment
from RMB9.4 million as of December 31, 2022 to nil as of December 31, 2023 as the
settlement of the payables for the asset acquisition. Our trade and other payables increased to
RMB167.4 million as of December 31, 2024, and further increased to RMB199.9 million as of
June 30, 2025, primarily due to the increased external procurement to support increased sales
volume. All trade and other payables are expected to be settled within one year or are repayable
on demand.
FINANCIAL INFORMATION
– 364 –


--- page 374 ---
The following table sets forth our trade payables turnover days for the years/periods
indicated.
For the Y ear Ended December 31,
For the
Six Months
Ended
June 30,
2022 2023 2024 2025
Trade payables turnover
days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874 49 42 52
Note:
(1) Average turnover days of trade payables are equal to the average of the beginning and ending trade
payable balances of a year/period divided by cost of sales for that year/period and multiplied by the
number of days in the relevant year/period.
Our trade payables turnover days decreased from 74 days in 2022 to 49 days in 2023, to
42 days in 2024, primarily attributable to our improved inventory management capabilities that
optimized inventory levels and kept them from rising in line with sales growth. Our trade
payable turnover days further increased to 52 days in the six months ended June 30, 2025,
primarily due to seasonal fluctuations in procurement and payment cycles tied to major
marketing campaigns.
The following table sets forth an aging analysis of our trade and other payables, based on
the invoice date, as of the dates indicated.
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Within 90 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,039 59,174 82,315 128,057
91 to 180 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,045 223 323 476
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/H111855,084 59,397 82,638 128,533
As of August 31, 2025, approximately RMB113.6 million, or 88.4% of our trade and other
payables outstanding as of June 30, 2025 had been subsequently settled.
FINANCIAL INFORMATION
– 365 –


--- page 375 ---
Contract Liabilities
Our contract liabilities represent (i) advance receipts from customers for sales, (ii)
prepaid card we sold to customers but not yet used, and (iii) customer loyalty program points
liability.
The following table sets forth our contract liabilities as of the date indicated.
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Prepaid card (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,556 3,882 5,257
Advanced receipts from customers for
sales (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,592 3,903 5,115 7,107
Customer loyalty program points
liability (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118372 1,808 2,848 3,933
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/H11181,964 9,267 11,845 16,297
Notes:
(1) Redemption of prepaid cards for sales of goods through e-commerce platforms is recognized as when
the related goods are accepted by customers.
(2) The amounts of consideration received in advance as prepayments by customers for wholesale business
are short term as the respective revenue is expected to be recognized when the goods are delivered and
accepted by the distributors.
(3) We operate a customer loyalty program for sales to customers where points can be earned by customers
and to be used to reduce the cost of future purchases. The contract liability in respect of unredeemed
customer loyalty points will be recognized as revenue when the points are redeemed by those customers
or expire, which is expected to occur before the end of the following year based on the expiry terms of
the loyalty points.
Our contract liabilities increased from RMB2.0 million as of December 31, 2022 to
RMB9.3 million as of December 31, 2023, primarily due to (i) the growth of sales volume, and
(ii) the increased use of our prepaid card program, which was first launched in May 2021. Our
contract liabilities further increased to RMB11.8 million as of December 31, 2024, primarily
due to (i) an increase in customer loyalty program points liability, attributable to an increase
in revenue generated from private domain, and (ii) an increase in advance receipts from
customers for sales. Our contract liabilities further increased to RMB16.3 million as of June
30, 2025, primarily due to (i) an increase in advance receipts from customers for sales due to
higher sales volumes through our distributor network, and (ii) an increase in prepaid card
attributable to increased sales through our private domain platforms.
FINANCIAL INFORMATION
– 366 –


--- page 376 ---
As of August 31, 2025, approximately RMB12.7 million, or 77.8% of our contract
liabilities outstanding as of June 30, 2025 had been subsequently settled.
Income Tax Payables
Income tax liabilities are mainly in relation to our payment and provision for income tax.
Our income tax liabilities increased from RMB9.0 million as of December 31, 2022 to
RMB26.5 million as of December 31, 2023, and further increased to RMB31.9 million as of
December 31, 2024 and decreased to RMB23.2 million as of June 30, 2025, which was in line
with the profit before tax.
Lease Liabilities
Our lease liabilities are mainly in relation to our leased properties for offices and
production facilities. As of December 31, 2022, 2023 and 2024 and June 30, 2025, our lease
liabilities in respect of our leased properties amounted to RMB8.3 million, RMB14.5 million,
RMB14.9 million and RMB11.6 million, respectively, due to an increase in our office rental
costs.
The following table sets forth a breakdown of repayable lease liabilities as of the dates
indicated.
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Within 1 year or on demand /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,241 6,589 6,570 6,481
After 1 year but within 2 years /H1118/H1118/H1118/H1118/H1118/H11182,040 2,208 5,271 3,423
After 2 years but within 5 years /H1118/H1118/H1118/H1118/H1118– 5,710 3,026 1,686
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/H11188,281 14,507 14,867 11,590
Redeemable Preferred Shares
Our redeemable Preferred Shares are classified as financial liabilities because they are
subject to redemption in cash by the holders upon the occurrence of specific triggering events.
As of December 31, 2022, 2023 and 2024 and June 30, 2025, our redeemable Preferred Shares
amounted to RMB300.1 million, RMB325.7 million, RMB348.4 million and RMB361.0
million, respectively, due to the relatively modest interest expenses incurred during the
year/period.
FINANCIAL INFORMATION
– 367 –


--- page 377 ---
The following table sets forth the movement of the carrying amount of redeemable
Preferred Shares as of the dates indicated.
Redeemable
Preferred Shares
RMB’000
As of January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118274,555
Interest expenses charged /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,585
As of December 31, 2022 and January 1, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118300,140
Interest expenses charged /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,585
As of December 31, 2023 and January 1, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118325,725
Re-designation of redeemable Preferred Shares to ordinary shares /H1118 (2,682)
Interest expenses charged /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,385
As of December 31, 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/H1118/H1118/H1118/H1118/H1118/H1118348,428
Interest expenses charged /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,588
As of June 30, 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/H1118361,016
Current Assets and Current Liabilities
The following table sets forth a summary of our current assets and liabilities as of the
dates indicated.
As of December 31,
As of
June 30,
As of
July 31,
2022 2023 2024 2025 2025
(RMB in thousands)
(Unaudited)
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,833 61,110 98,613 62,209 54,639
Trade and other receivables /H1118/H1118/H1118/H1118/H111839,803 49,429 64,119 100,582 96,027
Financial assets measured at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111873,593 36,637 31,039 152,285 122,299
Restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,851 9,695 12,792 13,548
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H111849,715 118,686 217,120 201,152 153,235
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118215,944 272,713 420,586 529,020 439,748
Current liabilities
Bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,850 29,452 40,000 44,840 5,790
Trade and other payables /H1118/H1118/H1118/H1118/H1118/H111882,658 98,963 167,367 199,882 129,550
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,964 9,267 11,845 16,297 9,487
Income tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,019 26,462 31,896 23,171 24,380
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,241 6,589 6,570 6,481 7,575
Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,555 4,259 6,244 6,930 7,886
Redeemable Preferred Shares /H1118/H1118/H1118 – – – 361,016 363,172
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118162,287 174,992 263,922 658,617 547,840
Net current assets/(liabilities) /H1118/H111853,657 97,721 156,664 (129,597) (108,092)
FINANCIAL INFORMATION
– 368 –


--- page 378 ---
We recorded net current liabilities of RMB129.6 million as of June 30, 2025, primarily
due to the reclassification of redeemable Preferred Shares. Our current assets increased from
RMB420.6 million as of December 31, 2024 to RMB529.0 million as of June 30, 2025,
primarily due to the increase of trade and other receivables and financial assets measured at
FVTPL. Upon the Listing and completion of the Global Offering, all special rights attached to
the Preferred Shares will be terminated and the redeemable Preferred Shares will be converted
into the ordinary shares on a one-to-one basis through reclassification from liabilities to equity.
The conversion is expected to shift our net current liabilities position to a net current asset
position upon the Listing.
Our net current assets increased from RMB97.7 million as of December 31, 2023 to
RMB156.7 million as of December 31, 2024, primarily due to the increase of our inventories,
trade and other receivables and cash and cash equivalents, which was partially offset by the
increase of trade and other payables, bank loans, and income tax liabilities and the decrease in
our financial measures at FVTPL. Our current assets increased from RMB272.7 million as of
December 31, 2023 to RMB420.6 million as of December 31, 2024, primarily due to the
increase of our inventories, trade and other receivables, and cash and cash equivalents, which
was partially offset by the decrease of our financial assets measured at FVTPL.
Our net current assets increased from RMB53.7 million as of December 31, 2022 to
RMB97.7 million as of December 31, 2023, primarily due to the increase of our inventories,
trade and other receivables, and cash and cash equivalents and decrease of our bank loans,
which was partially offset by the decrease in our financial assets measured at FVTPL, and
increase of our trade and other payables, and income tax payables. Our total current liabilities
increased from RMB162.3 million as of December 31, 2022 to RMB175.0 million as of
December 31, 2023, primarily due to the increase of our trade and other payables, and income
tax payables, which was partially offset by the decrease of our bank loans.
LIQUIDITY AND CAPITAL RESOURCES
Sources of Liquidity and Working Capital
Our primary use of cash is to fund our working capital requirements and other recurring
expenses. During the Track Record Period, we have financed our operations primarily through
cash generated from our operating activities and debt financing activities. In the foreseeable
future, we believe that our liquidity requirements will be satisfied with a combination of cash
flow generated from our operating activities, the net proceeds received from the Global
Offering, and other funds raised from the capital markets from time to time. We will closely
monitor the level of our working capital, and diligently review future cash flow requirements
and adjust our operation and expansion plans, if necessary, to ensure that we maintain
sufficient working capital to support our business operations. Our cash and cash equivalents
were RMB49.7 million, RMB118.7 million, RMB217.1 million and RMB201.2 million as of
December 31, 2022, 2023 and 2024 and June 30, 2025, respectively.
FINANCIAL INFORMATION
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Cash Flows
The following table sets forth a summary of our consolidated statement of cash flows for
the years/periods indicated.
For the Y ear Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Net cash generated from
operating activities /H1118/H1118/H1118/H111829,543 96,467 140,410 119,876 117,006
Net cash (used in)/
generated from
investing activities /H1118/H1118/H1118/H1118(63,779) 11,048 (34,553) (74,971) (152,793)
Net cash generated
from/(used in) financing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,330 (38,535) (5,677) 71,683 19,988
Net increase/(decrease) in
cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,094 68,980 100,180 116,588 (15,799)
Cash and cash
equivalents at the end
of the year/period /H1118/H1118/H1118/H111849,715 118,686 217,120 233,375 201,152
Operating Activities
In the six months ended June 30, 2025, our net cash generated from operating activities
amounted to RMB117.0 million. The difference between our net cash generated from operating
activities and our profit before income tax of RMB87.3 million primarily resulted from (i)
certain provisions for non-cash items, such as equity-settled share-based payment expenses of
RMB15.4 million, interest on redeemable Preferred Shares of RMB12.6 million and
depreciation of owned property, plant and equipment of RMB4.2 million.
In 2024, our net cash generated from operating activities amounted to RMB140.4 million.
The difference between our net cash generated from operating activities and our profit before
income tax of RMB116.7 million primarily resulted from (i) certain provisions for non-cash
items, such as interest on redeemable Preferred Shares of RMB25.4 million, depreciation of
owned property, plant and equipment of RMB9.5 million, depreciation of right-of-use assets of
RMB6.4 million, and amortization of intangible assets of RMB6.3 million, (ii) changes in
working capital that resulted in a net cash inflow, such as an increase in trade and other
payables of RMB68.4 million, which was partially offset by an increase in inventories of
RMB37.5 million, and (iii) an income tax paid of RMB53.3 million.
FINANCIAL INFORMATION
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In 2023, our net cash generated from operating activities amounted to RMB96.5 million.
The difference between our net cash generated from operating activities and our profit before
income tax of RMB60.7 million primarily resulted from (i) certain provisions for non-cash
items, such as interest on redeemable Preferred Shares of RMB25.6 million, depreciation of
owned property, plant and equipment of RMB9.9 million, depreciation of right-of-use assets of
RMB6.2 million, and amortization of intangible assets of RMB6.3 million, (ii) changes in
working capital that affected cash flow such as an increase in trade and other payables of
RMB16.3 million and an increase in contract liabilities of RMB7.3 million, which were
partially offset by an increase in trade and other receivables of RMB9.4 million, and an
increase in restricted bank deposits of RMB6.9 million, and (iii) an income tax paid of
RMB19.0 million.
In 2022, our net cash generated from operating activities amounted to RMB29.5 million.
The difference between our net cash generated from operating activities and our loss before
income tax of RMB12.4 million primarily resulted from (i) certain provisions for non-cash
items, such as interest on redeemable Preferred Shares of RMB25.6 million, depreciation of
owned property, plant and equipment of RMB7.9 million, depreciation of right-of-use assets of
RMB5.4 million, and amortization of intangible assets of RMB5.8 million, (ii) changes in
working capital that affected cash flow such as an increase in inventories of RMB22.8 million,
which was partially offset by an decrease in trade and other receivables of RMB15.5 million,
and (iii) an income tax paid of RMB6.3 million.
Investing Activities
In the six months ended June 30, 2025, our net cash used in investing activities amounted
to RMB152.8 million, primarily representing payment for purchase of financial assets
measured at FVTPL of RMB738.9 million, and payment for purchase of property, plant and
equipment, right-of-use assets and intangible assets of RMB28.1 million, partially offset by
proceeds from disposal of financial assets measured at FVTPL of RMB619.0 million.
In 2024, our net cash used in investing activities amounted to RMB34.6 million, primarily
representing payments of RMB46.2 million for the acquisition of property, plant and
equipment and intangible assets, partially offset by a net cash inflow of RMB8.5 million from
financial assets measured at FVTPL.
In 2023, our net cash generated from investing activities amounted to RMB11.0 million,
primarily representing net cash inflow related to financial assets measured at FVTPL of
RMB38.0 million, partially offset by payment for purchase of property, plant and equipment
and intangible assets of RMB28.6 million.
In 2022, our net cash used in investing activities amounted to RMB63.8 million, primarily
representing net cash outflow from financial assets measured at FVTPL of RMB49.5 million,
and payment for purchase of property, plant and equipment and intangible assets of RMB14.9
million.
FINANCIAL INFORMATION
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Financing Activities
In the six months ended June 30, 2025, our net cash generated from financing activities
amounted to RMB20.0 million, primarily representing proceeds from bank loans of RMB24.8
million, partially offset by capital element of lease rentals paid of RMB3.3 million.
In 2024, our net cash used in financing activities amounted to RMB5.7 million, primarily
representing interest paid of RMB2.8 million and capital element of lease rentals paid of
RMB8.7 million, partially offset by net cash inflow from bank loans of RMB10.5 million.
In 2023, our net cash used in financing activities amounted to RMB38.5 million,
primarily representing net cash outflow from of bank loans of RMB30.4 million, interest paid
of RMB1.3 million, and capital element of lease rentals paid of RMB6.0 million.
In 2022, our net cash generated from financing activities amounted to RMB52.3 million,
primarily representing proceeds from bank loans of RMB59.9 million, partially offset by
interest paid of RMB1.2 million, and capital element of lease rentals paid of RMB5.9 million.
Working Capital Sufficiency
We intend to finance our future working capital requirements with cash generated from
our operations, the net proceeds from the Global Offering and other funds raised from the
capital markets from time to time. Our future working capital requirements will depend on a
number of factors, including, but not limited to, our operating income, our business expansion
plan, and hiring qualified employees for our business operations. As of June 30, 2025, we had
RMB385 million unutilised banking facilities. Based on our available cash balance, the
anticipated cash flow from operations, available banking facilities and the anticipated net
proceeds from the Global Offering, our Directors are of the opinion that we will have sufficient
funds to meet our working capital requirements and financial requirements for capital
expenditure for at least the next 12 months from the date of this prospectus.
FINANCIAL INFORMATION
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INDEBTEDNESS
During the Track Record Period, our indebtedness mainly consisted of bank loans and
lease liabilities.
The following table sets forth the details of our indebtedness as of the dates indicated.
As of December 31,
As of
June 30,
As of
July 31,
2022 2023 2024 2025 2025
(RMB in thousands)
(Unaudited)
Current
Bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,850 29,452 40,000 44,840 5,790
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,241 6,589 6,570 6,481 7,575
Redeemable Preferred
Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 361,016 363,172
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,091 36,041 46,570 412,337 376,537
Non-current
Bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 20,000 20,000
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,040 7,918 8,297 5,109 4,009
Redeemable Preferred
Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118300,140 325,725 348,428 – –
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118302,180 333,643 356,725 25,109 24,009
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118368,271 369,684 403,295 437,446 400,546
Bank Loans
Our bank loans consist of secured loans and unsecured loans, which in total amounted to
RMB59.9 million, RMB29.5 million, RMB40.0 million, RMB64.8 million and RMB25.8
million, as of December 31, 2022, 2023 and 2024, June 30, 2025 and July 31, 2025,
respectively. See “— Discussion of Selected Items from the Consolidated Statement of
Financial Position — Liabilities — Bank Loans” for details.
Lease Liabilities
Our lease liabilities are mainly in relation to our leased properties for offices and
production facilities. As of December 31, 2022, 2023 and 2024, June 30, 2025 and July 31,
2025, our lease liabilities in respect of our leased properties amounted to RMB8.3 million,
RMB14.5 million, RMB14.9 million, RMB11.6 million and RMB11.6 million, respectively,
due to an increase in leasehold land and rent of office building. See “— Discussion of Selected
Items from the Consolidated Statement of Financial Position — Liabilities — Lease
Liabilities” for details.
FINANCIAL INFORMATION
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Redeemable Preferred Shares
Our redeemable Preferred Shares are classified as financial liabilities because they are
subject to redemption in cash by the holders upon the occurrence of specific triggering events.
As of December 31, 2022, 2023 and 2024, June 30, 2025 and July 31, 2025, our redeemable
Preferred Shares amounted to RMB300.1 million, RMB325.7 million, RMB348.4 million,
RMB361.0 million and RMB363.2 million, respectively, due to the accrual of interest
expenses. See “— Discussion of Selected Items from the Consolidated Statement of Financial
Position — Liabilities — Redeemable Preferred Shares” for details.
Indebtedness Statement
Except as discussed above, as of July 31, 2025, being the indebtedness statement date, we
did not have any outstanding mortgages, charges, debentures, loan capital, debt securities, bank
overdrafts or other similar indebtedness, finance lease or hire purchase commitments,
liabilities under acceptances (other than normal trade bills), acceptance credits, which are
either guaranteed, unguaranteed, secured or unsecured, or guarantees or other contingent
liabilities.
Our Directors confirm that (i) as of the Latest Practicable Date, there was no restrictive
covenant in our indebtedness which could significantly limit our ability to obtain future
financing, and (ii) we did not have any material default on our indebtedness or breach of
covenant during the Track Record Period and up to the Latest Practicable Date. Our Directors
further confirm that (i) we did not experience any difficulty in obtaining bank loans and other
borrowings, default in payment of bank loans and other borrowings or breach of covenants
during the Track Record Period and up to the Latest Practicable Date, and (ii) there has not
been any material change in our indebtedness since July 31, 2025 and up to the date of this
prospectus. As of July 31, 2025, we did not have plans for other materials external debt
financing.
CAPITAL EXPENDITURES
Our capital expenditures during the Track Record Period consisted primarily of
expenditures in relation to our payment for purchase of property, plant and equipment,
right-of-use assets and intangible assets. Our capital expenditures were RMB14.9 million,
RMB28.6 million, RMB46.2 million in years ended December 31, 2022, 2023 and 2024 and
RMB28.1 million in the six months ended June 30, 2025, respectively. We plan to fund our
planned capital expenditures primarily by using the cash on our consolidated balance sheet,
cash generated from operating activities and the net proceeds from the Global Offering.
FINANCIAL INFORMATION
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The following table sets forth a breakdown of our capital expenditures for the
years/periods indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Payment for purchase of
property, plant and
equipment, right-of-use
assets and intangible
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,868 28,603 46,216 28,114
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,868 28,603 46,216 28,114
CAPITAL COMMITMENT
Our capital commitments are mainly related to purchase of equipment and right-of-use
assets, and cost of related patents. As of December 31, 2022 and 2023, we had RMB10.0
million and RMB27.6 million of capital commitments, arising from the cost of patents and our
purchase of equipment for car seats production in 2022, and our purchase of right-of-use assets
in relation to our subsidiary in Ningbo in 2023, respectively. As of December 31, 2024 and
June 30, 2025, we had capital commitments amounting to RMB155.5 million and RMB129.8
million, respectively, under contract for the construction of the New Ningbo Facility.
DIVIDEND
As advised by our Cayman Islands legal advisor, under Cayman Islands law, a position
of accumulated losses does not necessarily restrict our Company from declaring and paying
dividends to our Shareholders out of either our profit or our share premium account, provided
this appears to the Board to be justified by the financial conditions and the profits of the
Company and would not result in our Company being unable to pay its debts as they fall due
in the ordinary course of business immediately following the date on which the dividend is
proposed to be paid.
We do not maintain a formal dividend policy or have a fixed dividend distribution ratio.
During the Track Record Period, we did not declare or distribute any dividend. We have no
present plan to pay any dividends on our Shares in the foreseeable future. We intend to retain
most, if not all, of our available funds and any future earnings to operate and expand our
business.
As we are a holding company incorporated under the laws of the Cayman Islands, the
payment and amount of any future dividends will also depend on the availability of dividends
received from our subsidiaries. Any future determination to pay dividends will be made at the
discretion of our Board of Directors and may be based on a number of factors, including our
FINANCIAL INFORMATION
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future operations and earnings, capital requirements and surplus, general financial condition,
contractual restrictions and other factors that the Board of Directors may deem relevant. Our
Shareholders may approve, in a general meeting, any declaration of dividends, which must not
exceed the amount recommended by our Board.
DISTRIBUTABLE RESERVES
We had no reserve available for distribution to the Shareholders as of June 30, 2025.
KEY FINANCIAL RATIOS
The following table sets forth certain of our key financial ratios as of the dates and for
the years/periods indicated.
As of/For Y ear Ended December 31,
As of/For the
Six Months
June 30,
2022 2023 2024 2025
Revenue growth /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 68.0% 46.6% 24.7%
Gross profit margin (1) /H1118/H1118/H1118/H1118/H1118/H111847.7% 50.2% 50.4% 49.4%
Current ratio (2) (times) /H1118/H1118/H1118/H1118/H11181.3 1.6 1.6 0.8
Quick ratio (3) (times) /H1118/H1118/H1118/H1118/H1118/H1118/H11181.0 1.2 1.2 0.7
Debt ratio (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818.7% 7.4% 6.9% 6.4%
Notes:
(1) Calculated by dividing gross profit by revenue for the year/period.
(2) Calculated by dividing total current assets by total current liabilities as of the end of the year/period.
(3) Calculated by dividing total current assets (excluding inventories) by total current liabilities as of the
end of the year/period.
(4) Calculated by dividing total bank loans by total assets as of the end of the year/period.
FINANCIAL RISKS
Our activities are exposed to a variety of financial risks, including credit risks, liquidity
risks and interest rate risks. Our overall risk management strategy focuses on the
unpredictability of financial markets and seeks to minimize potential adverse effects on our
financial performance. Our operation management is responsible for the risk management. See
Note 30 to the Accountants’ Report.
FINANCIAL INFORMATION
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Credit Risk
Credit risk mainly arises from cash and cash equivalents, trade receivables and other
receivables.
In respect of trade receivables, we have 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 due within 30 to 90 days from the date of billing. Normally, we do not obtain
collateral from debtors.
Our exposure to credit risk on trade receivables is influenced mainly by the individual
characteristics of each customer rather than the industry in which the customers operate and
therefore significant concentrations of credit risk primarily arise when we have significant
exposure to individual debtors. As of December 31, 2022, 2023 and 2024 and June 30, 2025,
71%, 67%, 78% and 71% of total receivables were due from our largest customer in each
year/period during the Track Record Period and 100%, 99%, 98% and 98% of the total trade
receivables were due from our five largest customers in each year/period during the Track
Record Period.
We measure loss allowances for trade receivables at an amount equal to lifetime ECLs,
which is calculated using a provision matrix. As our 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 our different customer bases.
Credit risk in respect of other receivables is limited since the balance mainly includes
prepayments, deposits, value-added-tax recoverable, and amounts due from related parties. We
have assessed that during the Track Record Period, other receivables have not had a significant
increase in credit risk since initial recognition. Thus, a 12-month expected credit loss approach
that results from possible default event within 12 months of each reporting date is adopted by
management. We do not expect any losses from nonperformance by the counterparties of other
receivables and no loss allowance provision for other receivables was recognized.
Our exposure to credit risk arising from cash and cash equivalents is limited because the
counterparties are banks and financial institutions with high-credit quality, for which we
consider having low credit risk.
Liquidity Risk
In management of liquidity risk, our 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. Historically, we have relied
principally on both operational sources of cash and non-operational sources of equity and debt
financing to fund its operations and business development.
FINANCIAL INFORMATION
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We considered historical cash requirements, working capital and capital expenditures
plans, estimated cash flows provided by operations, existing cash on hand as well as other key
factors, including utilization of credit facilities granted by financial institutions.
The following tables show the remaining contractual maturities at the end of each
reporting year of our Group’s 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 reporting date, and the earliest date our Group and can be required to
pay.
Within
1 year or
on demand
More than
1 year but
less than
2 years
More than
2 years but
less than
5 years
More than
5 years Total
Carrying
amount
(RMB in thousands)
As of December 31, 2022
Bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861,02 4––– 61,024 59,850
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H11186,485 2,090 – – 8,575 8,281
Redeemable Preferred
Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 386,401 – 386,401 300,140
Trade and other payables /H1118 82,65 8––– 82,658 82,658
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150,167 2,090 386,401 – 538,568 450,929
As of December 31, 2023
Bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,23 2––– 30,232 29,452
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H11187,083 2,538 6,004 – 15,625 14,507
Redeemable Preferred
Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 386,401 – 386,401 325,725
Trade and other payables /H1118 98,96 3––– 98,963 98,963
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118136,278 2,538 392,405 – 531,221 468,467
As of December 31, 2024
Bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,68 5––– 40,685 40,000
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H11187,185 5,550 3,114 – 15,849 14,867
Redeemable Preferred
Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 386,401 – – 386,401 348,428
Trade and other payables /H1118 167,36 7––– 167,367 167,367
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118215,237 391,951 3,114 – 610,302 570,662
FINANCIAL INFORMATION
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Within
1 year or
on demand
More than
1 year but
less than
2 years
More than
2 years but
less than
5 years
More than
5 years Total
Carrying
amount
(RMB in thousands)
As of June 30, 2025
Bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,036 565 11,756 12,068 69,425 64,840
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H11186,927 3,581 1,713 – 12,221 11,590
Redeemable Preferred
Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118386,40 1––– 386,401 361,016
Trade and other payables /H1118 199,88 2––– 199,882 199,882
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118638,246 4,146 13,469 12,068 667,929 637,328
Interest Rate Risk
Interest rate risk is the risk that the future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. Our interest rate risk arises primarily
from bank loans. Borrowings issued at fixed rates expose us to fair value interest rate risk.
Interest Rate Sensitivity
The sensitivity analyses below have been determined based on the exposure to interest
rates at the end of each reporting period. The analysis is prepared assuming the financial
instruments outstanding at the end of reporting period were outstanding for the whole year. A
50-basis point increase or decrease in bank loans are used when reporting interest rate risk
internally to key management personnel and represents management’s assessment of the
reasonably possible change in interest rates.
If interest rates had been 50 basis point higher/lower and all other variables were held
constant, our Group’s post-tax profit for the year ended December 31, 2022 and 2023 and 2024
and the six months ended June 30, 2025, would decrease/increase by RMB1.2 million, RMB1.1
million, RMB1.2 million and RMB0.6 million respectively. This is mainly attributable to our
Group’s exposure to interest rates on its bank loans, lease liabilities and redeemable Preferred
Shares.
Currency Risk
Our Group’s businesses are principally conducted in Renminbi and most of our Group’s
monetary assets and liabilities are denominated in Renminbi. Accordingly, the Directors
consider our Group’s exposure to foreign currency risk is not significant.
FINANCIAL INFORMATION
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OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
During the Track Record Period and up to the Latest Practicable Date, we did not have
any material off-balance sheet commitments or arrangements.
MATERIAL RELATED-PARTY TRANSACTIONS
We enter into transactions with our related parties from time to time during our ordinary
course of business and on terms comparable to the terms of transactions with other entities that
are not related parties, details of which are set forth in Note 32 of the Accountants’ Report.
Our Directors believe that each of the related party transactions set out in Note 32 to the
Accountants’ Report was conducted on an arm’s-length basis and would not distort our track
record results or make our historical results not reflective of our future performance.
LISTING EXPENSES
Our listing expenses mainly include underwriting-related expenses, professional fees paid
to legal advisers and the Reporting Accountants for their services rendered in relation to the
Listing and the Global Offering. The estimated total listing expenses (based on the mid-point
of our indicative price range for the Global Offering and assuming that the Over-allotment
Option is not exercised) for the Global Offering are approximately RMB63.4 million
(equivalent to approximately HK$69.6 million), representing 9.5% of the gross IPO proceeds.
The estimated total listing expenses consist of (i) underwriting-related expenses (including but
not limited to commissions and fees) of approximately RMB23.3 million (approximately
HK$25.6 million), and (ii) non-underwriting related expenses of approximately RMB40.1
million (approximately HK$44.0 million), which consist of fees and expenses of legal advisors
and Reporting Accountants of approximately RMB23.2 million (approximately HK$25.4
million), and other fees and expenses of approximately RMB16.9 million (approximately
HK$18.6 million). Approximately RMB27.6 million (equivalent to approximately HK$30.3
million) of the estimated listing expense is directly attributable to the issue of new shares.
During the Track Record Period, we incurred listing expenses of RMB19.7 million (equivalent
to approximately HK$21.7 million), which has been charged to our consolidated statements of
profit and loss, and RMB3.4 million (equivalent to approximately HK$3.7 million), which is
directly attributable to the issuance of Shares and will be charged to equity upon completion
of the Listing. We expect to incur additional listing expenses of approximately RMB40.3
million (equivalent to approximately HK$44.2 million), of which RMB16.1 million (equivalent
to approximately HK$17.6 million) is expected to be charged to our consolidated statements
of profit and loss and RMB24.2 million (equivalent to approximately HK$26.6 million) will be
accounted for as a deduction from equity upon the completion of the Global offering. This
calculation is subject to adjustment based on the actual amount incurred or to be incurred.
FINANCIAL INFORMATION
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UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS
The following is an illustrative statement of our unaudited pro forma adjusted
consolidated net tangible assets prepared in accordance with paragraph 4.29 of the Listing
Rules and on the basis of the notes set out below for the purpose of illustrating the effect of
the Global Offering on our consolidated net tangible liabilities attributable to equity holders of
our Company as if the Global Offering had taken place on June 30, 2025. This unaudited pro
forma statement of our adjusted consolidated net tangible assets has been prepared for
illustrative purposes only and, because of its hypothetical nature, it may not give a true picture
of our consolidated net tangible assets had the Global Offering been completed as of June 30,
2025 or any future dates.
Consolidated net
tangible liabilities
attributable to
equity Shareholders
of the Company as
at June 30, 2025
Estimated net
proceeds from
the Global
Offering
Estimated impact
upon the
redesignation of
redeemable
Preferred Shares
Unaudited pro
forma adjusted
consolidated net
tangible assets
attributable to the
equity Shareholders
of the Company
Unaudited pro forma
adjusted consolidated net
tangible assets attributable
to the equity Shareholders
of the Company per Share
RMB’000 RMB’000 RMB’000 RMB’000 RMB
HK$
equivalent
(Note 1) (Note 2) (Note 3) (Notes 4 and 5)
Based on an Offer
Price of HK$62.01
per Share /H1118/H1118/H1118/H1118/H1118 (5,144) 578,188 361,016 934,060 10.84 11.90
Based on an Offer
Price of HK$71.20
per Share /H1118/H1118/H1118/H1118/H1118 (5,144) 666,890 361,016 1,022,762 11.87 13.03
Notes:
1. The consolidated net tangible liabilities attributable to equity Shareholders of our Company as of June 30,
2025 is calculated based on the consolidated total equity attributable to equity Shareholders of our Company
of RMB21,136,000 as at June 30, 2025, less the intangible assets of RMB26,280,000 as at June 30, 2025,
extracted from the Accountants’ Report.
2. The estimated net proceeds from the Global Offering are based on the expected issuance of 10,980,900 shares
and the indicative Offer Prices of HK$62.01 and HK$71.20 per Offer Share, being the lower end price and
higher end price of the stated Offer Price range, respectively, after deduction of estimated underwriting fees
and other related listing expenses paid or payable by our Group (excluding the listing expenses charged to
profit or loss during the Track Record Period of RMB19,717,000) and does not take into account of any shares
which may be issued upon the exercise of Share Options granted under the Share Incentive Plan.
3. The estimated impact is calculated based on the redeemable Preferred Shares of RMB361,016,000 as at June
30, 2025 (as set out in Note 27 to the Historical Financial Information included in the Accountants’ Report).
Upon the Listing and completion of the Global Offering, all special rights of the Preferred Shares will be
terminated and the redeemable Preferred Shares will be converted into the ordinary shares on a one-to-one
basis by way of re-designation and re-classification from the liabilities to equity.
FINANCIAL INFORMATION
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4. The unaudited pro forma adjusted consolidated net tangible assets attributable to equity Shareholders of our
Company per Share are arrived at after the above adjustments and on the basis that 86,175,740 shares
(excluding 4,575,638 shares held by WEILING HOLDING INC for the Share Incentive Plan as shown in Note
29(a) to the Accountants’ Report) are expected to be in issue immediately following the completion of the
Global Offering and assuming that the Global Offering had been completed on June 30, 2025 without taking
into account of the Shares which may be issued upon exercise of the Over-allotment Option and the Share
Options granted under the Share Incentive Plan.
5. For illustrative purpose, the estimated net proceeds from the Global Offering are converted from Hong Kong
dollar into Renminbi and the unaudited pro forma adjusted consolidated net tangible assets attributable to
equity Shareholders of our Company per Share is converted from the Renminbi into Hong Kong dollar at a rate
of HK$1 = RMB0.91094, being the PBOC rate prevailing on September 8, 2025. No representation is made
that the Hong Kong Dollars amounts have been, could have been or may be converted into Renminbi, or vice
versa at that rate.
6. No adjustment has been made to reflect any trading result or other transactions of our Group entered into
subsequent to June 30, 2025.
NO MATERIAL ADVERSE CHANGE
Our Directors confirm that, as of the date of this prospectus, there has been no material
adverse change in our financial and trading positions or prospects since June 30, 2025, being
the date on which our latest unaudited consolidated financial statements were prepared, and
there has been no event since June 30, 2025, which would materially affect the information in
the Accountants’ Report.
DISCLOSURE REQUIRED UNDER CHAPTER 13 OF 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 — Growth Strategies” for a detailed description of our future business
plans and strategies.
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$661.7 million, after deducting estimated underwriting commissions, fees and expenses
payable by us in connection with the Global Offering, assuming an Offer Price of HK$66.60
per Share, being the mid-point of the indicative Offer Price range of HK$62.01 to HK$71.20
per Share, and assuming the Over-allotment Option is not exercised.
We currently intend to apply the net proceeds from the Global Offering for the following
purposes:
 Approximately 25.7% of the net proceeds, or HK$170.0 million, is expected to be
used to enhance our production capabilities. We aim to achieve greater operational
efficiency and maintain a more consistent level of production quality than what
could be achieved through outsourcing or retrofitting existing facilities.
(i) Approximately 19.6% of the net proceeds, or HK$130.0 million, will be
allocated to the construction of our New Ningbo Facility in Ningbo, Zhejiang,
which does not include land acquisition costs. The facility is intended to
support anticipated growth in demand across our core product categories and
enhance the long-term scalability of our supply chain, which we believe aligns
with our strategy to grow the BeBeBus brand in both domestic and
international markets through a steady rollout of new product offerings. In
addition, we anticipate additional sales volume driven by the growth of stroller
and crib categories. See “Business — Production and Supply Chain
Management — Production Facilities — Production Facility Under
Construction” for details.
We possess the required expertise to expand our in-house production to include
strollers and cribs, supported by a team with industry experience in product
development, quality management and project execution. Specifically, three
members of our team each have over ten years of experience in the
development of strollers and cribs, two team members each have over ten years
of experience in the development of fabric components for strollers, cribs and
other nursery products, two members each have over 14 years of experience in
quality management for strollers and cribs, and two others each have over 12
years of experience in project management for stroller and crib manufacturing.
Our team thus forms a solid foundation for the planned expansion of our
in-house production, including the necessary capabilities to meet regulatory
FUTURE PLANS AND USE OF PROCEEDS
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requirements such as the China Compulsory Certification for strollers. See
“Business — Production and Supply Chain Management — Production
Facilities — Production Facility Under Construction” for details.
(ii) Approximately 6.0% of the net proceeds, or HK$40.0 million, will be used for
purchasing new equipment to upgrade production process. These
improvements are aimed at increasing operational efficiency, enhancing
product quality, and meeting the growing demand in our markets.
 Approximately 16.6% of the net proceeds, or HK$110.0 million, is expected to be
used for expanding our presence in overseas markets such as North America, Europe
and Southeast Asia.
(i) Approximately 7.6% of the net proceeds, or HK$50.0 million, will be used for
our expansion in the U.S. and Canada.
According to Frost & Sullivan, the North American nursery product market
grew from US$18.5 billion in 2020 to US$23.6 billion in 2024, with a CAGR
of 6.3% from 2020 to 2024 and is expected to reach US$29.9 billion by 2029,
with a CAGR 4.8% from 2025 to 2029. Consumers in the U.S. and Canada
place strong emphasis on nursery products that meet stringent safety standards
(e.g., CPSC-certified), are lightweight (e.g., strollers under 8kg), and use
environmentally friendly materials (e.g., FDA food-contact grade
components), according to Frost & Sullivan. See “Industry Overview” for
details.
We consider market entry into North America to be feasible based on a
combination of regulatory compliance, supply chain optimization and adaptive
market strategies. To meet regulatory requirements, we are seeking to ensure
full compliance with applicable U.S. and Canadian safety standards, including
CPSC 16 CFR 1227 and SOR/2011-17. For example, certification processes for
our strollers and cribs are currently underway, with inventory preparation
targeted for completion by the end of 2025. To address cost and operational
challenges, particularly those arising from cross-border logistics, we are
optimizing our regional supply chain. Specifically, we plan to prioritize the
localized production through partnerships with IMMEX-certified third-party
manufacturers in Mexico. In addition, we intend to establish a bonded
distribution center in Monterrey, Mexico, and a warehouse in V ancouver,
Canada, to reduce delivery lead times to the U.S. and Canada to as short as
seven days and improve cost efficiency related to transportation and import
handling.
We have set up an office in New Y ork in 2024 to support our expansion into
the North American market. Understanding the differences in market dynamics
and consumer preferences, we will adapt our product offerings, marketing
FUTURE PLANS AND USE OF PROCEEDS
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--- page 394 ---
strategies and distribution approach to better align with local expectations and
purchasing behaviors. We plan to recruit approximately 150 to 200 employees
between 2026 and 2028 to support business expansion in North America. Our
planned headcount includes 16 to 25 in e-commerce operations, 30 to 40 in
offline sales, 27 to 36 in brand marketing, 25 to 35 in customer service, 30 to
36 in logistics, 11 to 16 in finance and ten to 17 in human resources. Across
these functions, the proposed roles will range from specialist to director level,
with qualifications generally requiring a college or bachelor’s degree and two
to over five years of relevant experience depending on the function and
position. We intend to offer market-competitive compensation based on
seniority levels.
The table below sets forth our implementation plan in North America with the
intended timeframe.
Country
Market Entry
Timeline
(Actual/Planned)
Distribution Channels
(Actual/Planned)
Revenue
Generation
Timeline
(Actual/Projected) Order Status
U.S. /H1118/H1118/H1118/H1118/H1118/H1118/H1118May 2025 Cross-border
e-commerce
platforms, direct-
to-consumer
websites and
local distributors
May 2025 Received orders
since May
2025
Canada /H1118/H1118/H1118/H1118/H11182027 Cross-border
e-commerce
platforms, direct-
to-consumer
websites and
local distributors
2027 N/A
Given the scale of our planned investment to the U.S. market, we have also
closely monitored recent policy developments and evaluated their potential
impact on our strategy. We have evaluated the potential impact of recent tariff
adjustments on our overseas expansion strategy, particularly in relation to the
U.S. market. To mitigate these effects and support the continued execution of
our international growth plans, we have made the following operational
adjustments: (i) we have negotiated tariff-inclusive pricing arrangements with
our freight forwarding partners, third-party logistics providers that manages
shipping on behalf of companies, to reduce the extent to which increased tariffs
are directly born by us, as our negotiated agreement fixes the price they
receive, making them financially responsible for any subsequent duty
increases; (ii) we will prioritize smaller products in the U.S. market, which
FUTURE PLANS AND USE OF PROCEEDS
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--- page 395 ---
incur lower shipping costs and, under the tariff-inclusive shipment
arrangement, effectively result in a lower tariff burden as well, and we
currently do not intend to promote bulkier nursery products in the U.S. market;
and (iii) we will accelerate our expansion in the European market, which
remains our primary destination for larger products and is currently less
affected by tariff changes. Our diversified geographic footprint provides
additional insulation against U.S.-specific trade risks. See “Risk Factors —
Risks Relating to Our Business and Industry — Changes to international trade
regulations, quotas, tariffs and duties may affect prices of and demand for our
products.”
(ii) Approximately 6.0% of the net proceeds, or HK$40.0 million, will be used for
our expansion in Germany, the United Kingdom, the Netherlands, Italy, Spain,
Poland and France.
According to Frost & Sullivan, the European nursery product market grew
from US$16.9 billion in 2020 to US$19.2 billion in 2024, with a CAGR pf
3.3% from 2020 to 2024 and is projected to reach US$24.1 billion by 2029,
with a CAGR of 4.7% from 2025 to 2029. Key demand regions in Europe
include Germany, France and the United Kingdom, where safety-certified
products (such as car seats) are particularly sought after, according to Frost &
Sullivan. See “Industry Overview” for details.
To improve operational efficiency and market reach, we plan to utilize
Amazon’ s Pan-European Fulfilment Programme , which enables streamlined
logistics across more than 30 countries and reduces compliance burdens, such
as the need for separate V A T registrations. In addition, we intend to establish
regional warehouses in the Netherlands or Poland, taking advantage of the
strong logistics infrastructure in both Western and Central Europe. We are also
actively preparing for CE certification and GDPR compliance to address legal
requirements associated with market entry and cross-border operations.
In the initial phase up to 2026, we will conduct market research to gain a
comprehensive understanding of certification requirements, consumer
preferences and local regulations for nursery products in key countries and
regions. We plan to select and enter three priority regions, establishing
partnerships with major local retail chains for offline distribution. Based on
market feedback, we will refine our product lines and introduce customized
products tailored to local consumer needs. For the second phase from 2026 to
2028, we will expand our product portfolio to include a wider range of
EU-compliant nursery products, such as feeding accessories, bedding and baby
care products to meet the diverse needs of European consumers. Additionally,
we plan to open interactive stores in select cities to enhance our brand presence
and deepen consumer engagement.
FUTURE PLANS AND USE OF PROCEEDS
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To support our business expansion into Europe, we plan to recruit between 40
and 80 employees from 2026 to 2028, with roles divided between offline sales
and customer services. These positions will range from specialist to director
level, typically requiring a college or bachelor’s degree and two to over five
years of relevant experience, depending on seniority. We intend to offer
market-competitive compensation packages aligned with each role’s level and
responsibilities.
The table below sets forth our implementation plan in Europe with the intended
timeframe.
Country
Market Entry
Timeline
(Actual/Planned)
Distribution Channels
(Actual/Planned)
Revenue
Generation
Timeline
(Actual/Projected) Order Status
Germany /H1118/H1118/H1118/H1118Fourth quarter of
2025
Cross-border
e-commerce
platforms, direct-
to-consumer
websites and
local distributors
Fourth quarter of
2025
N/A
United
Kingdom /H1118/H1118
Fourth quarter of
2025
Cross-border
e-commerce
platforms, direct-
to-consumer
websites and
local distributors
Fourth quarter of
2025
N/A
Netherlands /H1118/H1118Fourth quarter of
2025
Local distributors First half of
2026
N/A
Italy /H1118/H1118/H1118/H1118/H1118/H1118First half of
2026
Local distributors First half of
2026
N/A
Spain /H1118/H1118/H1118/H1118/H1118/H1118First half of
2026
Cross-border
e-commerce
platforms, direct-
to-consumer
websites and
local distributors
Second half of
2026
N/A
Poland /H1118/H1118/H1118/H1118/H1118First half of
2026
Local distributors First half of
2026
N/A
FUTURE PLANS AND USE OF PROCEEDS
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--- page 397 ---
Country
Market Entry
Timeline
(Actual/Planned)
Distribution Channels
(Actual/Planned)
Revenue
Generation
Timeline
(Actual/Projected) Order Status
France /H1118/H1118/H1118/H1118/H1118First half of
2026
Cross-border
e-commerce
platforms, direct-
to-consumer
websites and
local distributors
First half of
2026
N/A
(iii) Approximately 3.0% of the net proceeds, or HK$20.0 million, will be used for
our expansion in Southeast Asia, including Malaysia, Thailand, Indonesia and
Philippines.
According to Frost & Sullivan, the nursery product market in Southeast Asia
has experienced the fastest growth globally, expanding from US$5.6 billion in
2020 to US$7.7 billion in 2024, with a CAGR 8.6% from 2020 to 2024 and is
expected to reach US$11.4 billion by 2029, with a CAGR 8.1% from 2025 to
2029. According to Frost & Sullivan, fertility rates in countries such as
Indonesia and the Philippines remain above 2.0 as of 2024, and the growing
middle class in markets including Indonesia, Thailand and Malaysia is driving
increased demand for mid- to high-end nursery products. Despite this growth,
high-quality nursery product penetration, particularly for categories such as
strollers and car seats, remains below 30% in many Southeast Asian markets,
which leaves significant opportunities in the underserved mid- to high-end
segments. We believe we are well-positioned to capture market share in
Southeast Asia by focusing on nursery product offerings targeting mid- to
high-end consumers and operating with a localized approach, which has proven
effective for other Chinese brands expanding into this region, according to
Frost & Sullivan. In addition, Indonesia and Thailand have recently eased
foreign investment restrictions and lifted import quotas, and we are actively
developing compliance plans to address these regulatory changes and support
our entry and expansion in these markets.
In connection with our expansion in Southeast Asia, we plan to recruit
approximately 120 to 170 employees between 2026 and 2028 to strengthen key
market-facing and operational functions, which include nine to 16 in
e-commerce operations, 31 to 41 in offline sales, 23 to 29 in brand marketing,
34 to 41 in customer service, ten to 16 in logistics, seven to 11 in finance, and
seven to 13 in human resources. The proposed roles will range from specialist
to director level, and most positions will require a college or bachelor’s degree
and two to over five years of relevant experience depending on the function.
For all functions, we expect to offer competitive salaries aligned with local
market benchmarks and role seniority.
FUTURE PLANS AND USE OF PROCEEDS
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--- page 398 ---
The table below sets forth our implementation plan in Southeast Asia with the
intended timeframe.
Country
Market Entry
Timeline
(Actual/Planned)
Distribution Channels
(Actual/Planned)
Revenue
Generation
Timeline
(Actual/Projected) Order Status
Malaysia /H1118/H1118/H1118/H1118April 2025 Local distributors Second half of
2025
Received orders
since July
2025
Thailand /H1118/H1118/H1118/H1118Second half of
2025
Local distributors First half of
2026
N/A
Indonesia /H1118/H1118/H1118/H1118Second half of
2025
Local distributors First half of
2026
N/A
Philippines /H1118/H1118/H1118First half of
2026
Local distributors Second half of
2026
N/A
 Approximately 34.1% of the net proceeds, or HK$225.5 million, will be used for our
branding activities and the expansion of our sales network. We plan to invest in
online marketing initiatives to raise brand awareness and drive sales growth. Among
them, (i) approximately 9.1% of the net proceeds, or HK$60.5 million, will be used
for identifying, evaluating and collaborating with reputable influencers to create
high-quality promotional content across online platforms that increases engagement
with our target audience; (ii) approximately 1.5% of the net proceeds, or HK$10.0
million, will be used for producing promotional videos and documentaries for
distribution on e-commerce platforms and private domains; (iii) approximately 2.3%
of the net proceeds, or HK$15.0 million, will be used for recruiting approximately
ten e-commerce sales personnel with experience in influencer partnerships and
management in 2026 to increase our digital advertising efforts to support the
continued growth of our online business; (iv) approximately 9.1% of the net
proceeds, or HK$60.0 million, will be used for advertising placements, primarily
including large-scale exposure campaigns associated with brand marketing events or
major product launches, including but not limited to airport, high-speed rail station,
shopping mall, elevator and subway advertising, and television and variety show
placements; (v) approximately 7.6% of the net proceeds, or HK$50.0 million, will
be used for performance-driven digital advertising on leading e-commerce
platforms, which is aimed at converting online traffic on such platforms into sales
at our online stores; and (vi) approximately 4.5% of the net proceeds, or HK$30.0
million, will be used for other types of marketing campaigns, encompassing
cross-industry collaborations that broaden our brand reach, public welfare
initiatives, and campaigns such as online IP collaboration events and offline themed
promotional activities.
FUTURE PLANS AND USE OF PROCEEDS
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--- page 399 ---
 Approximately 13.6% of the net proceeds, or HK$90.0 million, is expected to be
used for the research and development of new products, aimed at expanding both the
breadth and depth of our product portfolio. Among them, (i) approximately 6.0% of
the net proceeds, or HK$40.0 million, is expected to be used for recruiting 40 to 50
R&D professionals with expertise in packaging design, CMF design, structural
design, molding, project quality and laboratory testing between 2026 and 2028, and
offering them competitive compensation in line with market standards; and (ii)
approximately 7.6% of the net proceeds, or HK$50.0 million, is expected to be used
for (a) purchasing equipment for product analysis and testing, including building a
digital-driven, fully-equipped laboratory to support the R&D team in product
development and testing, (b) improving production techniques by implementing an
automated warehouse and distribution system, introducing a fully unmanned
molding system, and optimizing production lines with intelligent automation, and
(c) protecting our intellectual property, filing new patent applications, and
safeguarding our existing patents.
 Approximately 10% of the net proceeds, or HK$66.2 million, is expected to be used
for working capital and general corporate purposes.
If the net proceeds of the Global Offering are not immediately applied to the above
purposes, we will only deposit those net proceeds into short-term interest-bearing accounts at
licensed commercial banks and/or other authorized financial institutions as defined under the
SFO or the applicable laws and regulations in other jurisdictions.
If the Offer Price is set at HK$71.20 per Share, being the high end of the indicative Offer
Price range, the net proceeds from the Global Offering will increase to approximately HK$710
million. If the Offer Price is set at HK$62.01 per Share, being the low end of the indicative
Offer Price range, the net proceeds from the Global Offering will decrease to approximately
HK$613 million. The above allocation of the net proceeds from the Global Offering will be
adjusted on a pro rata basis in the event that the Offer Price is fixed at a higher or lower level
compared to the mid-point of the indicative Offer Price range stated in this prospectus.
If the Over-allotment Option is exercised in full, the net proceeds that we will receive will
be approximately HK$768 million, assuming an Offer Price of HK$66.60 per Share (being the
mid-point of the indicative Offer Price range). In the event that the Over-allotment Option is
exercised, we intend to apply the additional net proceeds to the above purposes in the
proportions stated above.
We will issue an appropriate announcement if there is any material change to the above
proposed use of proceeds.
FUTURE PLANS AND USE OF PROCEEDS
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--- page 400 ---
HONG KONG UNDERWRITERS
CLSA Limited
Haitong International Securities Company Limited
Futu Securities International (Hong Kong) Limited
SPDB International Capital Limited
Huatai Financial Holdings (Hong Kong) Limited
Livermore Holdings Limited
Patrons Securities Limited
UNDERWRITING
This prospectus is published solely in connection with the Hong Kong Public Offering.
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a
conditional basis. The International Offering is expected to be fully underwritten by the
International Underwriters. If, for any reason, the Offer Price is not agreed between the Overall
Coordinators (for themselves and on behalf of the Underwriters) and our Company, the Global
Offering will not proceed and will lapse.
The Global Offering comprises the Hong Kong Public Offering of initially 1,098,100
Hong Kong Offer Shares and the International Offering of initially 9,882,800 International
Offer Shares, subject, in each case, to reallocation on the basis described in “Structure of the
Global Offering,” as well as to the Over-allotment Option in the case of the International
Offering.
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
The Hong Kong Underwriting Agreement was entered into on or around September 12,
2025. Pursuant to the Hong Kong Underwriting Agreement, we are offering initially 1,098,100
Hong Kong Offer Shares for subscription by the public in Hong Kong on the terms and
conditions set out in this prospectus and the Hong Kong Underwriting Agreement at the Offer
Price.
Subject to (i) the Stock Exchange granting approval for the listing of, and permission to
deal in, the Shares in issue and to be issued pursuant to the Global Offering (including any
additional Shares that may be issued pursuant to the exercise of the Over-allotment Option and
the Shares to be issued pursuant to the Share Incentive Plan) on the Main Board of the Stock
Exchange and such approval not subsequently having been revoked or withdrawn prior to the
commencement of trading of the Shares on the Stock Exchange and (ii) certain other conditions
UNDERWRITING
– 391 –


--- page 401 ---
set out in the Hong Kong Underwriting Agreement, the Hong Kong Underwriters have agreed
severally but not jointly to subscribe or procure subscribers for their respective applicable
proportions of the Hong Kong Offer Shares now being offered which are not taken up under
the Hong Kong Public Offering on the terms and conditions set out in this prospectus and the
Hong Kong Underwriting Agreement.
The Hong Kong Underwriting Agreement is conditional on, among other things, the
International Underwriting Agreement having been executed and becoming unconditional and
not having been terminated in accordance with its terms.
If there is any change to the offer size due to change in the number of Offer Shares
initially offered in the Global Offering (other than pursuant to the exercise of the Over-
allotment Option and/or reallocation mechanism as disclosed in this prospectus), or change to
the Offer Price which leads to the resulting price falling outside the indicative Offer Price
range as stated in this prospectus, or if our Company becomes aware that there has been a
significant adverse change affecting any matter contained in this prospectus or a significant
new matter has arisen, the inclusion of information in respect of which would have been
required to be in this prospectus if it had arisen before this prospectus was issued, after the
issue of this prospectus and before the commencement of dealings in our Shares as prescribed
under Rule 11.13 of the Listing Rules, we are required to cancel the Global Offering and
relaunch the offer and issue a supplemental prospectus or a new prospectus in FINI.
Grounds for Termination
If any of the events set out below shall occur at any time prior to 8:00 a.m. on the Listing
Date, the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the
Hong Kong Underwriters), in their sole and absolute discretion, shall be entitled, orally or in
writing to our Company, terminate the Hong Kong Underwriting Agreement with immediate
effect:
(a) there develops, occurs, exists or comes into effect:
(i) any event or circumstance in the nature of force majeure (including, without
limitation, any acts of government, declaration of a national or international
emergency or war, calamity, crisis, epidemic, pandemic, outbreak, escalation,
adverse mutation or aggravation of disease (including, without limitation,
COVID-19, Severe Acute Respiratory Syndrome (SARS), swine or avian flu,
H5N1, H1N1, H7N9, Ebola virus, Middle East respiratory syndrome and such
related/mutated forms and the escalation of such disease), economic sanctions,
strikes, labour disputes, lock-outs, other industry actions, fire, explosion,
flooding, tsunami, earthquake, volcanic eruption, civil commotion, riots,
rebellion, public disorder, acts of war, outbreak, escalation of hostilities
(whether or not war is declared), acts of God or acts of terrorism (whether or
not responsibility has been claimed), paralysis in government operations in or
affecting Hong Kong, the PRC, the Cayman Islands, the United States, the
UNDERWRITING
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--- page 402 ---
European Union (or any of its member), the United Kingdom, Singapore, or
any other jurisdictions relevant to any member of the Group or the Global
Offering (each a “ Relevant Jurisdiction ” and collectively, the “ Relevant
Jurisdictions ”); or
(ii) any change, or any development involving a prospective change, or any event
or circumstance likely to result in any change or development involving a
prospective change, in any financial, economic, political, military, industrial,
fiscal, regulatory, currency, credit or market conditions (including, without
limitation, conditions in the stock and bond markets, money and foreign
exchange markets, the interbank markets and credit markets) in or affecting
any of the Relevant Jurisdictions; or
(iii) 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 American Stock Exchange, the NASDAQ Global
Market, the London Stock Exchange, the Tokyo Stock Exchange, the Shanghai
Stock Exchange or the Shenzhen Stock Exchange; or
(iv) any general moratorium on commercial banking activities in any of the
Relevant Jurisdictions (declared by the relevant competent authority), or any
disruption in commercial banking or foreign exchange trading or securities
settlement or clearance services, procedures or matters in or affecting any of
the Relevant Jurisdictions; or
(v) any new law, or any change or any development involving a prospective
change or any event or circumstance likely to result in a change or a
development involving a prospective change in (or in the interpretation or
application by any court or other competent authority of) existing laws, in each
case, in or affecting the Relevant Jurisdictions; or
(vi) the imposition of economic sanctions, in whatever form, directly or indirectly,
by, or for the PRC or any other jurisdiction relevant to any member of the
Group; or
(vii) a change or development involving a prospective change in or affecting
taxation or exchange control, currency exchange rates or foreign investment
regulations (including, without limitation, a material devaluation of the U.S.
dollar, the Hong Kong dollar or the Renminbi against any foreign currencies),
or the implementation of any exchange control, in any of the Relevant
Jurisdictions; or
(viii) any litigation or claim of any third party being threatened or instigated against
any member of the Group or any Director; or
UNDERWRITING
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--- page 403 ---
(ix) any Director or member of the senior management of the Company is being
charged with an indictable offence or prohibited by operation of law or
otherwise disqualified from taking part in the management of a company; or
the chairman or CEO vacating his office; or
(x) an authority or a political body or organization in any Relevant Jurisdiction
commencing any investigation or other action, or announcing an intention to
investigate or take other action, against any Director; or
(xi) a contravention by any member of the Group of the Listing Rules or applicable
Laws; or
(xii) a prohibition on the Company for whatever reason from offering, allotting,
issuing or selling any of the Shares (including the Option Shares) pursuant to
the terms of the Global Offering; or
(xiii) non-compliance of this prospectus (or any other documents used in connection
with the contemplated offer and sale of the Shares) or any aspect of the Global
Offering with the Listing Rules or any other applicable Laws; or
(xiv) 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 Shares) pursuant to the Companies
Ordinance or 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
(xv) an order or petition for the winding up of any member of the Group or any
composition or arrangement made by any member of the Group with its
creditors or a scheme of arrangement entered into by any member of the Group
or any resolution for the winding-up of any member 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 member of the Group or anything
analogous thereto occurring in respect of any member of the Group, which,
individually or in the aggregate, in the sole opinion of the Overall Coordinators
(for themselves and on behalf of the Hong Kong Underwriters)
(1) has or will have or may have a material adverse effect on the assets,
liabilities, business, general affairs, management, prospects,
shareholders’ equity, profits, losses, results of operations, position or
condition, financial or otherwise, or performance of the Group as a
whole; or
UNDERWRITING
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--- page 404 ---
(2) has or will have 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
(3) makes or will make or may make it inadvisable or inexpedient or
impracticable for the Global Offering to proceed or to market the Global
Offering; or
(4) has or will have or may have the effect of making any part of the Hong
Kong Underwriting Agreement (including underwriting) incapable of
performance in accordance with its terms or preventing the processing of
applications and/or payments pursuant to the Global Offering or pursuant
to the underwriting thereof; or
(b) there has come to the notice of the Joint Sponsors and/or the Overall Coordinators
(for themselves and on behalf of the Hong Kong Underwriters):
(i) that any statement contained in this prospectus 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) was, when it was
issued, or has become, untrue, incorrect or misleading in any respect, or that
any forecast, estimate, expression of opinion, intention or expectation
contained in this prospectus and/or any notices, announcements,
advertisements, communications or other documents issued or used by or on
behalf of the Company in connection with the Hong Kong Public Offering
(including any supplement or amendment thereto) is not fair and honest and
based on reasonable assumptions; or
(ii) that any matter has arisen or has been discovered which would, had it arisen
or been discovered immediately before the date of this prospectus, constitute
an omission from this prospectus 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); or
(iii) any breach of any of the obligations imposed upon any party to the Hong Kong
Underwriting Agreement or the International Underwriting Agreement (other
than upon any of the Hong Kong Underwriters or the International
Underwriters); or
(iv) any event, act or omission which gives or is likely to give rise to any liability
of any of the indemnifying parties set out in the Hong Kong Underwriting
Agreement; or
UNDERWRITING
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--- page 405 ---
(v) any adverse change, or any development involving a prospective adverse
change, in the assets, liabilities, business, general affairs, management,
prospects, shareholders’ equity, profits, losses, results of operations, position
or condition, financial or otherwise, or performance of the Group as a whole;
or
(vi) any breach of, or any event or circumstance rendering untrue or incorrect or
misleading in any respect, in any of the representations, warranties, agreements
and undertakings of the Company and its controlling Shareholders; or
(vii) that approval by the listing committee of the Stock Exchange of the listing of,
and permission to deal in, the Shares to be issued or sold (including any
additional Shares that may be issued or sold pursuant to the exercise of the
Over-Allotment Option and the Shares to be issued pursuant to the Share
Incentive Plan) under the Global Offering is refused or not granted, other than
subject to customary conditions, on or before the Listing Date, or if granted,
that the approval is subsequently withdrawn, cancelled, qualified (other than
by customary conditions) revoked or withheld; or
(viii) a withdrawal by the Company of this prospectus (and/or any other documents
issued or used in connection with the Global Offering) or the Global Offering;
or
(ix) that a material portion of the orders placed or confirmed in the bookbuilding
process, or of the investment commitments made by any cornerstone investors
under agreements signed with such cornerstone investors, have been
withdrawn, terminated or cancelled, or any Cornerstone Investment Agreement
is terminated.
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 it will not, at any time within six months from the Listing Date, issue any shares
or other securities convertible into equity securities of our Company (whether or not of a class
already listed) or enter into any agreement or arrangement to issue any shares or such other
securities (whether or not such issue of the shares or such other securities will be completed
within six months from the Listing Date, except (i) pursuant to the Global Offering (including
the Over-allotment Option) or any exercise of the Share Options granted under the Share
Incentive Plan, or (ii) under any of the circumstances provided under Rule 10.08 of the Listing
Rules.
UNDERWRITING
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--- page 406 ---
Undertakings by the controlling Shareholders
Pursuant to Rule 10.07 of the Listing Rules and Chapter 4.13 of the Guide, our controlling
Shareholders have irrevocably and unconditionally undertaken to the Stock Exchange and to
our Company that, except pursuant to (i) the Global Offering, or (ii) the exercise of the
Over-allotment Option (if applicable), or (iii) exercise of the Share Options granted under the
Share Incentive Plan, or (iv) the Stock Borrowing Agreement, or as permitted under the Listing
Rules, they shall not and shall procure that the relevant registered holder(s) will not:
(a) in the period commencing on the date by reference to which disclosure of their
shareholding 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 ”), 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 securities of our Company in
respect of which they are shown by this prospectus to be the beneficial owners; and
(b) in the period of six months 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 securities referred to in paragraph (a) above if, immediately following such
disposal or upon the exercise or enforcement of such options, rights, interests or
encumbrances, it would cease to be a controlling shareholder of the Company.
Pursuant to Note 3 to Rule 10.07(2) of the Listing Rules, our controlling Shareholders
have irrevocably and unconditionally undertaken to the Stock Exchange and to our Company
that, within the period commencing on the date by reference to which disclosure of their
shareholding in our Company is made in this prospectus and ending on the date which is 12
months from the date on which dealings in the Shares commence on the Stock Exchange, they
will and will procure that the relevant registered holder(s) will:
(a) when they pledge or charge any securities of our Company beneficially owned by
him 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 for a bona fide commercial loan, immediately inform our Company
of such pledge or charge together with the number of the securities so pledged or
charged; and
(b) when they receive indications, either verbal or written, from the pledgee or chargee
that any of the pledged or charged securities will be disposed of, immediately inform
our Company of such indications.
Our Company will inform the Stock Exchange as soon as it has been informed of the
matters referred to in paragraph (a) and (b) above (if any) by our controlling Shareholders and
subject to the then requirements of the Listing Rules disclose such matters by way of an
announcement which is published in accordance with Rule 2.07C of the Listing Rules as soon
as possible.
UNDERWRITING
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--- page 407 ---
Undertakings pursuant to the Hong Kong Underwriting Agreement
Undertakings by our Company
Our Company has undertaken to each of the Hong Kong Underwriters, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers
and the Joint Sponsors not to and to procure each other member of the Group not to, without
the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves
and on behalf of the Hong Kong Underwriters) and unless in compliance with the requirements
of the Listing Rules, at any time during the period commencing on the date of the Hong Kong
Underwriting Agreement and ending on, and including, the date that is six months after the
Listing Date (the “ First Six-Month Period ”):
(a) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree
to allot, issue or sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any
option, warrant, contract or right to subscribe for or purchase, grant or purchase any
option, warrant, contract or right to allot, issue or sell, or otherwise transfer or
dispose of or create an encumbrance over, or agree to transfer or dispose of or create
an encumbrance over, either directly or indirectly, conditionally or unconditionally,
any Shares or other securities of the Company or any shares or other securities of
such other member of the Group, as applicable, or any interest in any of the
foregoing (including, without limitation, any securities convertible into or
exchangeable or exercisable for or that represent the right to receive, or any warrants
or other rights to purchase, any Shares or any shares of such other member of the
Group, as applicable), or deposit any Shares or other securities of the Company or
any shares or other securities of such other member of the Group, as applicable, 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 Shares or other
securities of the Company or any shares or other securities of such other member of
the Group, as applicable, or any interest in any of the foregoing (including, without
limitation, any securities convertible into or exchangeable or exercisable for or that
represent the right to receive, or any warrants or other rights to purchase, any Shares
or any shares of such other member of the Group, as applicable); or
(c) enter into any transaction with the same economic effect as any transaction specified
in paragraphs (a) or (b) above; or
(d) offer to or agree to or announce any intention to effect any transaction specified in
paragraphs (a), (b) or (c) above,
UNDERWRITING
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--- page 408 ---
In the event that, during the period of six months commencing on the date on which the
First Six-Month Period expires (the “ Second Six-Month Period ”), our Company enters into
any such transactions specified in paragraphs (a), (b) or (c) above or offers or agrees or
contracts to, or announces, or publicly discloses, any intention to, enter into any such
transactions, our Company shall take all reasonable steps to ensure that it will not create a
disorderly or false market in the securities of our Company.
Undertakings by the controlling Shareholders
The controlling Shareholders have undertaken to our Company, the Overall Coordinators,
the Joint Global Coordinators, the Joint Sponsors and the Hong Kong Underwriters that,
without the prior written consent of the Joint Sponsors and the Overall Coordinators (for
themselves and on behalf of the Hong Kong Underwriters) and unless in compliance with the
requirements of the Listing Rules:
(a) they will not, at any time during the First Six-Month Period, (i) 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 the Company or any interest therein (including, without limitation, any
securities convertible into or exchangeable or exercisable for or that represent the
right to receive, or any warrants or other rights to purchase, any Shares), or deposit
any Shares or other securities of the Company with a depositary in connection with
the issue of depositary receipts, or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of any Shares or other securities of the Company or any interest therein
(including, without limitation, any securities convertible into or exchangeable or
exercisable for or that represent the right to receive, or any warrants or other rights
to purchase, any Shares), or (iii) enter into any transaction with the same economic
effect as any transaction specified in (i) or (ii) above, or (iv) offer to or agree to or
announce any intention to effect any transaction specified in (i), (ii) or (iii) above,
in each case, whether any of the transactions specified in (i), (ii) or (iii) above is to
be settled by delivery of Shares or other securities of the Company or in cash or
otherwise (whether or not the issue of such Shares or other securities will be
completed within the First Six-Month Period);
(b) they will not, during the Second Six-Month Period, enter into any of the transactions
specified in (a)(i), (ii) or (iii) above or offer to or agree to or announce any intention
to effect any such transaction if, immediately following any sale, transfer or disposal
or upon the exercise or enforcement of any option, right, interest or encumbrance
pursuant to such transaction, they will cease to be the controlling Shareholders of
the Company; and
UNDERWRITING
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--- page 409 ---
(c) until the expiry of the Second Six-Month period, in the event that they enter into any
of the transactions specified in (a)(i), (ii) or (iii) above or offer to or agrees to or
announce any intention to effect any such transaction, they will take all reasonable
steps to ensure that they will not create a disorderly or false market in the securities
of the Company.
The controlling Shareholders have further undertaken to our Company, the Overall
Coordinators, the Joint Global Coordinators, the Joint Sponsors and the Hong Kong
Underwriters that they will, at any time within the period commencing on the date of the Hong
Kong Underwriting Agreement and ending on the date which is 12 months after the Listing
Date:
(a) upon any pledge or charge in favor of an authorized institution (as defined in the
Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) of any Shares or
securities or interests in the Shares or securities of our Company beneficially owned
by them for a bona fide commercial loan, immediately inform our Company, the
Overall Coordinators, the Joint Global Coordinators and the Joint Sponsors in
writing of such pledge or charge together with the number of Shares or securities so
pledged or charged; and
(b) upon any indication received by them, either verbal or written, from any pledgee or
chargee that any of the pledged or charged Shares or securities or interests in the
Shares or securities of our Company will be disposed of, immediately inform our
Company, the Overall Coordinators, the Joint Global Coordinators and the Joint
Sponsors in writing of such indications.
Our Company has agreed and undertaken to the Joint Sponsors, the Overall Coordinators,
the Joint Global Coordinators and each of the Hong Kong Underwriters, that, upon receiving
such information in writing from the controlling Shareholders, it shall, as soon as practicable,
notify the Stock Exchange and make an announcement in accordance with the Listing Rules.
Hong Kong Underwriters’ interests in our Company
Save for their respective obligations under the Hong Kong Underwriting Agreement
and/or the International Underwriting Agreement, as of the Latest Practicable Date, none of the
Hong Kong Underwriters was interested, legally or beneficially, directly or indirectly, in any
Shares or other securities of our Company or any other member of the Group or had any right
or option (whether legally enforceable or not) to subscribe for or purchase, or to nominate
persons to subscribe for or purchase, any Shares or other securities of our Company or any
other member of the Group.
Following the completion of the Global Offering, the Hong Kong Underwriters and their
affiliated companies may hold a certain portion of the Shares as a result of fulfilling their
respective obligations under the Hong Kong Underwriting Agreement and/or the International
Underwriting Agreement. See “Structure of the Global Offering” for details.
UNDERWRITING
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--- page 410 ---
International Offering
International Underwriting Agreement
In connection with the International Offering, our Company and the controlling
Shareholders expect to enter into the International Underwriting Agreement with the
International Underwriters. Under the International Underwriting Agreement and subject to the
Over-allotment Option, the International Underwriters would, subject to certain conditions set
out therein, agree severally but not jointly to procure purchasers for, or themselves purchase,
their respective proportions of the International Offer Shares being offered pursuant to the
International Offering. See “Structure of the Global Offering-The International Offering” for
details. It is expected that the International Underwriting Agreement may be terminated in
similar grounds as the Hong Kong Underwriting Agreement. Potential investors should note
that in the event that the International Underwriting Agreement is not entered into, the Global
Offering will not proceed. See “Structure of the Global Offering” for details.
Over-allotment Option
Our Company is expected to grant to the International Underwriters the Over-allotment
Option, exercisable by the Overall Coordinators on behalf of the International Underwriters at
any time from the date of the International Underwriting Agreement until 30 days after the last
date for the lodging of applications under the Hong Kong Public Offering, to require our
Company to issue and allot up to an aggregate of 1,647,100 additional Offer Shares
representing approximately 15% of the number of initial Offer Shares, at the same price per
Offer Share under the International Offering to, among other things, cover over allocations (if
any) in the International Offering.
Commissions and expenses
The Underwriters will receive an underwriting commission of 2.5% of the aggregate
Offer Price of all the Offer Shares for both the Hong Kong Public Offering and the
International Offering (including Offer Shares issued pursuant to the Over-allotment Option),
out of which they will pay any sub-underwriting commission and other fees. Our Company may
pay the Underwriters an incentive fee up to 1.0% of the aggregate Offer Price of all the Offer
Shares for both the Hong Kong Public Offering and International Offering (including Offer
Shares issued pursuant to the Over-allotment Option) to be awarded at our Company’s
discretion. For any unsubscribed Hong Kong Offer Shares reallocated to the International
Offering, we will pay the underwriting commission for such Offer Shares to the International
Underwriters (but not the Hong Kong Underwriters).
The aggregate underwriting commissions and fees payable to the Underwriters, together
with the Stock Exchange listing fees, the SFC transaction levy, the AFRC transaction levy and
the Stock Exchange trading fee, legal and other professional fees and printing and all other
expenses in relation to the Global Offering are estimated to be approximately HK$69.6 million
(assuming the Over-allotment Option is not exercised and no Shares are further issued pursuant
to the Share Incentive Plan, and based on an Offer Price of HK$66.60 per Offer Share (which
is the mid-point of the indicative Offer Price range) and the full payment of the discretionary
incentive fee) in total and are payable by our Company.
UNDERWRITING
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--- page 411 ---
Indemnity
Each of our Company and the controlling Shareholders have agreed to indemnify the
Hong Kong Underwriters for certain losses which they may suffer or incur, including losses
arising from their performance of their obligations under the Hong Kong Underwriting
Agreement and any breach by our Company of the Hong Kong Underwriting Agreement.
UNDERTAKING BY OTHER EXISTING SHAREHOLDERS
Other than the controlling Shareholders, each of the other existing Shareholders of the
Company has entered into a deed of lock-up undertaking (the “ Lock-up Undertakings ”) in
favor of the Company, the Joint Sponsors, the Overall Coordinators and the Hong Kong
Underwriters imposing certain restrictions on dealings with their respective Shares.
Pursuant to the Lock-up Undertakings, each of the other existing Shareholders undertakes
that, inter alia, it will not and, will procure that none of its associates and companies controlled
by it will, without the prior written consent of the Overall Coordinators (for themselves and on
behalf of the Hong Kong Underwriters), at any time during the period commencing from the
Listing Date until the expiry of six months from the Listing Date (the “ Lock-up 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 any other securities of the Company or any interest therein (including,
without limitation, any securities convertible into or exchangeable or exercisable for
or that represent the right to receive, or any warrants or other rights to purchase, any
Shares or any such other securities or any interest in any of the foregoing, as
applicable) (the “ Relevant Shares ”);
(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 the Relevant Shares;
(c) enter into any transaction with the same economic effect as any transaction
described in (a) or (b) above; or
(d) offer or agree or contract to, or publicly announce any intention to enter into, any
transaction described in (a), (b) or (c) above.
The restrictions in the Lock-up Undertakings shall not apply to any transfer of the
Relevant Shares during the Lock-up Period to any Affiliate (as defined in the deed of the
Lock-up Undertakings) of the other existing Shareholders, provided that the transferee(s) shall
have duly executed a document by which such transferee(s) agree to be a party to, and bound
by, the deed.
UNDERWRITING
– 402 –


--- page 412 ---
INDEPENDENCE OF THE JOINT SPONSORS
The Joint Sponsors satisfy the independence criteria applicable to sponsors set out in Rule
3A.07 of the Listing Rules.
ACTIVITIES BY SYNDICATE MEMBERS
The underwriters of the Hong Kong Public Offering and the International Offering
(together, the “ Syndicate Members ”) and their affiliates may each individually undertake a
variety of activities (as further described below) which do not form part of the underwriting or
stabilizing process.
The Syndicate Members and their affiliates are diversified financial institutions with
relationships in countries around the world. These entities engage in a wide range of
commercial and investment banking, brokerage, funds management, trading, hedging,
investing and other activities for their own account and for the account of others. In the
ordinary course of their various business activities, the Syndicate Members and their respective
affiliates may purchase, sell or hold a broad array of investments and actively trade securities,
derivatives, loans, commodities, currencies, credit default swaps and other financial
instruments for their own account and for the accounts of their customers. Such investment and
trading activities may involve or relate to assets, securities and/or instruments of 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 the Shares, the activities of the Syndicate Members and their affiliates could
include acting as agent for buyers and sellers of the Shares, entering into transactions with
those buyers and sellers in a principal capacity, including as a lender to initial purchasers of
the Shares (which financing may be secured by the Shares) in the Global Offering, proprietary
trading in the Shares, and entering into over the counter or listed derivative transactions or
listed or unlisted securities transactions (including issuing securities such as derivative
warrants listed on a stock exchange) which have as their underlying assets, assets including the
Shares. Such transactions may be carried out as bilateral agreements or trades with selected
counterparties. Those activities may require hedging activity by those entities involving,
directly or indirectly, the buying and selling of the Shares, which may have a negative impact
on the trading price of the Shares. All such activities could occur in Hong Kong and elsewhere
in the world and may result in the Syndicate Members and their affiliates holding long and/or
short positions in the Shares, in baskets of securities or indices including the Shares, in units
of funds that may purchase the Shares, or in derivatives related to any of the foregoing.
In relation to issues by Syndicate Members or their affiliates of any listed securities
having the Shares as their underlying securities, whether on the Stock Exchange or on any
other stock exchange, the rules of the stock exchange may require the issuer of those securities
(or one of its affiliates or agents) to act as a market maker or liquidity provider in the security,
and this will also result in hedging activity in the Shares in most cases.
UNDERWRITING
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--- page 413 ---
All such activities may occur both during and after the end of the stabilizing period. See
“Structure of the Global Offering” for details. Such activities may affect the market price or
value of the Shares, the liquidity or trading volume in the Shares and the volatility of the price
of the Shares, and the extent to which this occurs from day to day cannot be estimated.
It should be noted that when engaging in any of these activities, the Syndicate Members
will be subject to certain restrictions, including the following:
(a) the Syndicate Members (other than the Stabilizing Manager or any person acting for
it) must not, in connection with the distribution of the Offer Shares, effect any
transactions (including issuing or entering into any option or other derivative
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 Company’s affiliates for which such Syndicate Members or their respective
affiliates have received or will receive customary fees and commissions.
In addition, the Syndicate Members or their respective affiliates may provide financing to
investors to finance their subscriptions of Offer Shares in the Global Offering.
UNDERWRITING
– 404 –


--- page 414 ---
THE GLOBAL OFFERING
This prospectus is published in connection with the Hong Kong Public Offering as part
of the Global Offering. CLSA Limited and Haitong International Securities Company Limited
are the Sponsor-Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint
Lead Managers of the Global Offering. Futu Securities International (Hong Kong) Limited is
the Overall Coordinator, Joint Global Coordinator, Joint bookrunner and Joint lead manager of
the Global Offering.
The listing of the Shares on the Stock Exchange is sponsored by the Joint Sponsors. The
Joint Sponsors have made an application on behalf of our Company to the Stock Exchange for
the listing of, and permission to deal in, the Shares in issue and to be issued as mentioned in
this prospectus.
10,980,900 Offer Shares will initially be made available under the Global Offering
(subject to reallocation and the Over-allotment Option) comprising:
(i) the Hong Kong Public Offering of initially 1,098,100 Shares (subject to
reallocation) in Hong Kong as described in “— The Hong Kong Public Offering”;
and
(ii) the International Offering of initially 9,882,800 Shares (subject to reallocation and
the Over-allotment Option) outside the United States (including to professional and
institutional investors within Hong Kong) in offshore transactions in accordance
with Regulation S as described in “— The International Offering.”
Investors may either:
(i) apply for Hong Kong Offer Shares under the Hong Kong Public Offering; or
(ii) apply for or indicate an interest for International Offer Shares under the
International Offering,
but may not do both.
The Offer Shares will represent approximately 12.1% of the issued share capital of our
Company immediately following the completion of the Global Offering, assuming the
Over-allotment Option is not exercised and no Shares are further issued pursuant to the Share
Incentive Plan. If the Over-allotment Option is exercised in full, the Offer Shares will represent
approximately 13.7% of the enlarged issued share capital of our Company immediately
following the completion of the Global Offering (excluding any shares to be issued under the
Share Incentive Plan).
The number of Offer Shares to be offered under the Hong Kong Public Offering and the
International Offering may be subject to reallocation as described in “— The Hong Kong
Public Offering — Reallocation.”
References in this prospectus to applications, application monies or the procedure for
applications relate solely to the Hong Kong Public Offering.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 415 ---
THE HONG KONG PUBLIC OFFERING
Number of Offer Shares Initially Offered
We are initially offering 1,098,100 Shares (subject to reallocation) for subscription by the
public in Hong Kong at the Offer Price, representing approximately 10.0% of the total number
of Offer Shares initially available under the Global Offering. The Hong Kong Offer Shares
initially offered under the Hong Kong Public Offering, subject to any reallocation of Offer
Shares between the International Offering and the Hong Kong Public Offering, will represent
approximately 1.2% of the total issued share capital of our Company immediately following
the completion of the Global Offering assuming that the Over-allotment Option is not exercised
and no Shares are further issued pursuant to the Share Incentive Plan.
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, companies (including fund managers) whose ordinary business involves dealing in
shares and other securities and corporate entities that regularly invest in shares and other
securities.
Completion of the Hong Kong Public Offering is subject to the conditions set out in “—
Conditions of the Global Offering.”
Allocation
Allocation of Offer Shares to investors under the Hong Kong Public Offering will be
based solely on the level of valid applications received under the Hong Kong Public Offering.
The basis of allocation may vary, depending on the number of Hong Kong Offer Shares validly
applied for by applicants. Such allocation could, where appropriate, consist of balloting, which
could mean that some applicants may receive a higher allocation than others who have applied
for the same number of Hong Kong Offer Shares, and those applicants who are not successful
in the ballot may not receive any Hong Kong Offer Shares.
For allocation purposes only, the total number of Hong Kong Offer Shares available under
the Hong Kong Public Offering (after taking into account any reallocation referred to below)
will be divided equally (to the nearest board lot) into two pools: pool A and pool B. The Hong
Kong Offer Shares in pool A will be allocated on an equitable basis to applicants who have
applied for Hong Kong Offer Shares with an aggregate subscription price of HK$5 million
(excluding the brokerage, the SFC transaction levy, the AFRC transaction levy and the Stock
Exchange trading fee payable) or less. The Hong Kong Offer Shares in pool B will be allocated
on an equitable basis to applicants who have applied for Hong Kong Offer Shares with an
aggregate subscription price of more than HK$5 million (excluding the brokerage, the SFC
transaction levy, the AFRC transaction levy and the Stock Exchange trading fee payable) and
up to the total value in pool B.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 416 ---
Investors should be aware that applications in pool A and applications in pool B may
receive different allocation ratios. If any Hong Kong Offer Shares in one (but not both) of the
pools are undersubscribed, such undersubscribed Hong Kong Offer Shares will be transferred
to the other pool to satisfy demand in that other pool and be allocated accordingly. For the
purpose of the immediately preceding paragraph only, the “price” for Hong Kong Offer Shares
means the price payable on application therefor (without regard to the Offer Price as finally
determined). Applicants can only receive an allocation of Hong Kong Offer Shares from either
pool A or pool B and not from both pools. Multiple or suspected multiple applications under
the Hong Kong Public Offering and any application for more than 549,000 Hong Kong Offer
Shares are liable to be rejected.
Reallocation
The Offer Shares to be offered in the Hong Kong Public Offering and the International
Offering may, in certain circumstances, be reallocated as between these offerings at the
discretion of the Overall Coordinators (for themselves and on behalf of the Underwriters).
Subject to the allocation cap described in the subsequent paragraph, the Overall Coordinators
(for themselves and on behalf of the Underwriters) may in their discretion reallocate Offer
Shares from the International Offering to the Hong Kong Public Offering to satisfy valid
applications under the Hong Kong Public Offering. In addition, if the Hong Kong Public
Offering is not fully subscribed, the Overall Coordinators (for themselves and on behalf of the
Underwriters) will have the discretion (but shall not be under any obligation) to reallocate to
the International Offering all or any unsubscribed Hong Kong Offer Shares in such amounts as
they deem appropriate. In each case, the additional Offer Shares reallocated to the Hong Kong
Public Offering will be allocated between pool A and pool B and the number of Offer Shares
allocated to the International Offering will be correspondingly reduced in such manner as the
Overall Coordinators deem appropriate.
If (i) the Offer Shares under the International Offering are fully subscribed or
over-subscribed, and the Offer Shares under Hong Kong Public Offering are fully subscribed
or oversubscribed irrespective of the number of times; or (ii) the Offer Shares under the
International Offering are not fully subscribed, and the Hong Kong Offer Shares are fully
subscribed or oversubscribed irrespective of the number of times, then up to 549,000 Offer
Shares may be reallocated from the International Offering to the Hong Kong Public Offering,
so that the total number of Offer Shares available for subscription under the Hong Kong Public
Offering will increase up to 1,647,100 Offer Shares, representing approximately 15% of the
number of Offer Shares initially available under the Global Offering (before any exercise of the
Over-allotment Option) and the Offer Price must be fixed at the bottom of the offer price range,
in accordance with Chapter 4.14 of the Guide for New Listing Applicants issued by the Stock
Exchange. In the circumstance where the International Offer Shares are fully subscribed or
oversubscribed and the Hong Kong Offer Shares are undersubscribed, there will be no
reallocation from the International Offering to the Hong Kong Public Offering, and no
over-allocation of Shares to the Hong Kong Public Offering.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 417 ---
Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the
International Offering follows Mechanism B set out under paragraph 2 of Chapter 4.14 of the
Guide and the provision of Paragraph 4.2(b) of Practice Note 18 of the Listing Rules, no
mandatory clawback or reallocation mechanism is required to increase the number of Offer
Shares under the Hong Kong Public Offering to a certain percentage of the total number of
Offer Shares offered under the Global Offering.
Details of any reallocation of Offer Shares between the Hong Kong Public Offering and
the International Offering will be disclosed in the results announcement of the Global Offering
expected to be published on Monday, September 22, 2025.
Where the International Offer Shares are undersubscribed, if the Hong Kong Offer Shares
are also undersubscribed, the Global Offering will not proceed unless the Underwriters would
subscribe or procure subscribers for their respective applicable proportions of the Offer Shares
being offered which are not taken up under the Global Offering on the terms and conditions of
this Prospectus and the Underwriting Agreements.
Applications
Each applicant under the Hong Kong Public Offering will be required to give an
undertaking and confirmation in the application submitted by him/her/it that he/she/it and any
person(s) for whose benefit he/she/it is making the application has not applied for or taken up,
or indicated an interest for, and will not apply for or take up, or indicate an interest for, any
International Offer Shares under the International Offering. Such applicant’s application is
liable to be rejected if such undertaking and/or confirmation is breached and/or untrue (as the
case may be) or if it has been or will be placed or allocated International Offer Shares under
the International Offering.
Multiple or suspected multiple applications and any application for more than 50% of the
1,098,100 Shares initially comprised in the Hong Kong Public Offering (that is 549,000 Hong
Kong Offer Shares) will be rejected.
The listing of the Shares on the Stock Exchange is sponsored by the Joint Sponsors.
Applicants under the Hong Kong Public Offering may be required to pay, on application
(subject to application channels), the maximum Offer Price of HK$71.20 per Offer Share in
addition to the brokerage, the SFC transaction levy, the AFRC transaction levy and the Stock
Exchange trading fee payable on each Offer Share, amounting to a total of HK$7,191.80 for
one board lot of 100 Shares. If the Offer Price, as finally determined in the manner described
in “— Pricing of the Global Offering,” is less than the maximum Offer Price of HK$71.20 per
Offer Share, appropriate refund payments (including the brokerage, the SFC transaction levy,
the AFRC transaction levy and the Stock Exchange trading fee attributable to the surplus
application monies) will be made to successful applicants (subject to application channels),
without interest. See “How to Apply for Hong Kong Offer Shares” for details.
References in this prospectus to applications, application monies or the procedure for
application relate solely to the Hong Kong Public Offering.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 418 ---
THE INTERNATIONAL OFFERING
Number of International Offer Shares Initially Offered
Subject to reallocation as described above and the Over-allotment Option, the
International Offering will consist of an offering of initially 9,882,800 Shares, representing
approximately 90% of the total number of Offer Shares initially available under the Global
Offering. Subject to the reallocation of Offer Shares between the International Offering and the
Hong Kong Public Offering, the International Offer Shares will represent approximately 10.9%
of our Company’s enlarged issued share capital immediately after completion of the Global
Offering assuming that the Over-allotment Option is not exercised and no Shares are further
issued pursuant to the Share Incentive Plan.
Allocation
Pursuant to the International Offering, the International Offer Shares will be conditionally
placed on behalf of our Company by the International Underwriters or through selling agents
appointed by them. The International Offering will include selective marketing of Offer Shares
to institutional and professional investors and other investors anticipated to have a sizable
demand for such Offer Shares. 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.
Allocation of Offer Shares pursuant to the International Offering will be effected in
accordance with the “book-building” process described in “— Pricing of the Global Offering”
and based on a number of factors, including the level and timing of demand, the total size of
the relevant investor’s invested assets or equity assets in the relevant sector and whether or not
it is expected that the relevant investor is likely to buy further Offer Shares, and/or hold or sell
its Offer Shares, after the Listing. Such allocation is intended to result in a distribution of the
Offer Shares on a basis which would lead to the establishment of a solid professional and
institutional shareholder base to the benefit of our Company and the Shareholders as a whole.
The Overall Coordinators (for themselves 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 Overall Coordinators 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 allotment 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,” the exercise of the Over-allotment Option in whole or in part and/or
any reallocation of unsubscribed Offer Shares originally included in the Hong Kong Public
Offering to the International Offering.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 419 ---
OVER-ALLOTMENT OPTION
In connection with the Global Offering, we are expected to grant the Over-allotment
Option to the International Underwriters, exercisable by the Overall Coordinators on behalf of
the International Underwriters.
Pursuant to the Over-allotment Option, the International Underwriters will have the right,
exercisable by the Overall Coordinators at any time from the date of the International
Underwriting Agreement until 30 day period from the last day for lodging applications under
the Hong Kong Public Offering, to require our Company to issue up to an aggregate of
1,647,100 additional Offer Shares, representing not more than 15% of the total number of Offer
Shares initially available under the Global Offering, at the Offer Price under the International
Offering to, amongst others, cover over-allocations in the International Offering, if any. If the
Over-allotment Option is exercised, an announcement will be made.
If the Over-allotment Option is exercised in full, the additional International Offer Shares
to be issued pursuant thereto will represent approximately 1.8% of the issued share capital of
the Company immediately after the completion of the Global Offering.
STABILIZATION
Stabilization is a practice used by underwriters in some markets to facilitate the
distribution of securities. To stabilize, the underwriters may bid for, or purchase, the new
securities in the secondary market, during a specified period of time, to retard and, if possible,
prevent a decline in the initial public market price of the securities below the offer price. Such
transactions may be effected in all jurisdictions where it is permissible to do so, in each case
in compliance with all applicable laws and regulatory requirements, including those of Hong
Kong. In Hong Kong, the price at which stabilization is effected is not permitted to exceed the
offer price.
In connection with the Global Offering, the Stabilizing Manager, its affiliates or any
person acting for it, on behalf of the Underwriters, may, to the extent permitted by applicable
laws of Hong Kong or elsewhere, over-allocate or effect transactions with a view to stabilizing
or supporting the market price of the Shares at a level higher than that which might otherwise
prevail for a limited period after the Listing Date. However, there is no obligation on the
Stabilizing Manager or any person acting for it to conduct any such stabilizing action. Such
stabilizing action, if taken, (i) will be conducted at the absolute discretion of the Stabilizing
Manager or any person acting for it and in what the Stabilizing Manager reasonably regards as
the best interest of us, (ii) may be discontinued at any time and (iii) is required to be brought
to an end within 30 days of the last day for lodging applications under the Hong Kong Public
Offering. The number of Shares that may be over-allocated will not exceed the number of
Shares that may be issued and/or sold under the Over-allotment Option, namely 1,647,100
Shares, which is approximately 15% of the Offer Shares initially available under the Global
Offering.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 420 ---
Stabilization action permitted in Hong Kong pursuant to the Securities and Futures (Price
Stabilizing) Rules of the SFO includes (i) over-allocating for the purpose of preventing or
minimizing any reduction in the market price of the Shares, (ii) selling or agreeing to sell the
Shares so as to establish a short position in them for the purpose of preventing or minimizing
any reduction in the market price of the Shares, (iii) purchasing, or agreeing to purchase, the
Shares pursuant to the Over-allotment Option in order to close out any position established
under (i) or (ii) above, (iv) purchasing, or agreeing to purchase, any of the Shares for the sole
purpose of preventing or minimizing any reduction in the market price of the Shares, (v) selling
or agreeing to sell any Shares in order to liquidate any position established as a result of those
purchases and (vi) offering or attempting to do anything as described in (ii), (iii), (iv) or (v)
above.
Specifically, prospective applicants for and investors in the Offer Shares should note that:
 the Stabilizing Manager or any person acting for it may, in connection with the
stabilizing action, maintain a long position in the Shares;
 there is no certainty as to the extent to which and the time or period for which the
Stabilizing Manager or any person acting for it will maintain such a long position;
 liquidation of any such long position by the Stabilizing Manager or any person
acting for it and selling in the open market, may have an adverse impact on the
market price of the Shares;
 no stabilizing action can be taken to support the price of the Shares for longer than
the stabilization period, which will begin on the Listing Date, and is expected to
expire on the 30th day after the last day for lodging applications under the Hong
Kong Public Offering. After this date, when no further stabilizing action may be
taken, demand for the Shares, and therefore the price of the Shares, could fall;
 the price of the Shares cannot be assured to stay at or above the Offer Price by the
taking of any stabilizing action; and
 Stabilizing bids or transactions effected in the course of the stabilizing action may
be made at any price at or below the Offer Price and can, therefore, be done at a
price below the price paid by applicants for, or investors in, the Offer Shares.
In order to effect stabilization actions, the Stabilizing Manager will arrange cover of up
to an aggregate of 1,647,100 Shares, representing up to 15% of the initial Offer Shares, through
delayed delivery arrangements with investors who have been allocated Offer Shares in the
International Offering. The delayed delivery arrangements (if specifically agreed by an
investor) relate only to the delay in the delivery of the Offer Shares to such investor and the
Offer Price for the Offer Shares allocated to such investor will be fully paid on the Listing
Date, accordingly there will be no delayed settlement of the Offer Shares.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 421 ---
Our Company will ensure or procure that an announcement in compliance with the
Securities and Futures (Price Stabilizing) Rules of the SFO will be made within seven days of
the expiration of the stabilization period.
Over-allocation
Following any over-allocation of the Shares in connection with the Global Offering, the
Stabilizing Manager or any person acting for it may cover such over-allocations by, amongst
others, exercising the Over-allotment Option in full or in part, by using Shares purchased by
the Stabilizing Manager (or any person acting for it) in the secondary market at prices that do
not exceed the Offer Price or through the Stock Borrowing Arrangement as detailed below or
a combination of these means.
STOCK BORROWING ARRANGEMENT
In order to facilitate the settlement of over-allocations in connection with the Global
Offering, the Stabilizing Manager or any person acting for it may choose to borrow up to
1,647,100 Shares (being the maximum number of the Shares which may be issued pursuant to
the exercise of the Over-allotment Option) pursuant to the Stock Borrowing Agreement, which
is expected to be entered into between the Stabilizing Manager or any person acting for it and
on or around the Price Determination Date or acquire Shares from other sources, including
exercising the Over-allotment Option or by making purchases in the secondary market at prices
that do not exceed the Offer Price.
If such Stock Borrowing Arrangement with W ANGBOY AN is entered into, it will only be
effected by the Stabilizing Manager or any person acting for it for the settlement of
over-allocations in the International Offering and such arrangement is not subject to the
restrictions of Rule 10.07(1)(a) of the Listing Rules, provided that the requirements set out in
Rule 10.07(3) of the Listing Rules, being that the Stock Borrowing Agreement will be for the
sole purpose of covering any short position prior to the exercise of the Over-allotment Option
in connection with the International Offering, are complied with.
The same number of the Shares so borrowed must be returned to W ANGBOY AN or its
nominees, as the case may be, on or before the third Business Day following the earlier of (i)
the last day for exercising the Over-allotment Option and (ii) the day on which the
Over-allotment Option is exercised in full.
The Stock Borrowing Arrangement will be effected in compliance with all applicable
laws, rules and regulatory requirements. No payment will be made to W ANGBOY AN by the
Stabilizing Manager or any person acting for it in relation to such Stock Borrowing
Arrangement.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 422 ---
PRICING OF THE GLOBAL 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 about
Friday, September 19, 2025, by agreement between the Overall Coordinators (for themselves
and on behalf of the Underwriters) and us, and the number of Offer Shares to be allocated under
the various offerings will be determined shortly thereafter.
The Offer Price will not be more than HK$71.20 per Offer Share and is expected to be
not less than HK$62.01 per Offer Share unless otherwise announced, as further explained
below. Applicants under the Hong Kong Public Offering may be required to pay, on application
(subject to application channels), the maximum Offer Price of HK$71.20 per Offer Share plus
brokerage, SFC transaction levy, the AFRC transaction levy and Stock Exchange trading fee,
amounting to a total of HK$7,191.80 for one board lot of 100 Shares. 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 Offer Price range stated in this
prospectus.
The International Underwriters will be soliciting from prospective investors indications
of interest in acquiring Offer Shares in the International Offering. Prospective professional and
institutional investors will be required to specify the number of Offer Shares under the
International Offering they would be prepared to acquire either at different prices or at a
particular price. This process, known as “book-building”, is expected to continue up to, and to
cease on or around, the last day for lodging applications under the Hong Kong Public Offering.
The Overall Coordinators, on behalf of the Underwriters, may, where they deem
appropriate, based on the level of interest expressed by prospective investors during the
book-building process in respect of the International Offering, and with the consent of the
Company, reduce the number of Offer Shares offered and/or the Offer Price range below that
stated in this prospectus at any time on or prior to the morning of the last day for lodging
applications under the Hong Kong Public Offering. In such a case, we will, as soon as
practicable following the decision to make such reduction, and in any event not later than the
morning of the last day for lodging applications under the Hong Kong Public Offering, publish
notice of the reduction, the cancellation of the Global Offering and the relaunch of the Global
Offering at the revised number of Offer Shares on the websites of our Company and the Stock
Exchange at www.butong.com and www.hkexnews.hk , respectively. This notice will also
include confirmation or revision, as appropriate, of the working capital statement and the
Global Offering statistics as set out in this prospectus, as well as any other financial
information which may change as a result of the reduction.
We will, as soon as practicable following the decision to make the reduction, in addition
to publishing the notice, issue a supplemental prospectus containing details in relation to the
change in the number of Offer Shares being issued. The Global Offering will be cancelled and
subsequently relaunched on FINI pursuant to the supplemental prospectus.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 423 ---
Before making applications for the Hong Kong Offer Shares, applicant should have
regard to the possibility that any announcement of a reduction in the number of Offer Shares
may not be made until or before the day which is the last day for making applications under
the Hong Kong Public Offering.
In the absence of a notice of reduction, the number of Offer Shares (if the Company
agrees with the Overall Coordinator (on behalf of the Underwriters)) will not be reduced.
The final Offer Price, the level of indications of interest in the International Offering, the
level of applications in the Hong Kong Public Offering, the basis of allocation of the Hong
Kong Offer Shares and the results of allocations in the Hong Kong Public Offering are
expected to be made available through a variety of channels in the manner described in “How
to Apply for Hong Kong Offer Shares — B. Publication of Results.”
UNDERWRITING
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters
under the terms and conditions of the Hong Kong Underwriting Agreement and is conditional
upon the International Underwriting Agreement being signed and becoming unconditional and
is subject to our Company and the Overall Coordinators (for themselves 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.
These underwriting arrangements, including the Underwriting Agreements, are
summarized in “Underwriting.”
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares will be conditional on:
(i) the Stock Exchange granting approval for the listing of, and permission to deal in,
the Shares in issue and to be issued pursuant to the Global Offering on the Main
Board of the Stock Exchange (including the additional Shares which may be issued
pursuant to the exercise of the Over-allotment Option, the Share Incentive Plan), and
such listing and permission not subsequently having been revoked prior to the
commencement of dealings in the Shares on the Stock Exchange;
(ii) the Offer Price having been agreed between our Company and the Overall
Coordinators (for themselves and on behalf of the Underwriters) on or around the
Price Determination Date;
(iii) the execution and delivery of the International Underwriting Agreement on or
around the Price Determination Date; and
STRUCTURE OF THE GLOBAL OFFERING
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--- page 424 ---
(iv) the obligations of the Underwriters under each of the Hong Kong Underwriting
Agreement and the International Underwriting Agreement 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).
If, for any reason, the Offer Price is not agreed between our Company and the Overall
Coordinators (for themselves and on behalf of the Underwriters) on or before 12:00 noon on
Friday, September 19, 2025, the Global Offering will not proceed and will lapse.
The consummation of each of the Hong Kong Public Offering and the International
Offering is conditional upon, amongst others, the other offering becoming unconditional and
not having been terminated in accordance with its terms.
If the above conditions are not fulfilled or waived prior to the dates and times specified,
the Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of
the lapse of the Hong Kong Public Offering will be published by our Company on the websites
of the Stock Exchange at www.hkexnews.hk and our Company at www.butong.com on the
next day following such lapse. In such a situation, all application monies will be returned,
without interest, on the terms set out in “How to Apply for Hong Kong Offer Shares — D.
Despatch/Collection of Share Certificates and Refund of Application Monies.” In the
meantime, all application monies will be held in separate bank account(s) with the receiving
bank or other bank(s) in Hong Kong licensed under the Banking Ordinance (Chapter 155 of the
Laws of Hong Kong).
Share certificates for the Offer Shares will only become valid at 8:00 a.m. on Tuesday,
September 23, 2025, the date of commencement of the dealing in our Shares, provided that the
Global Offering has become unconditional in all respects and the right of termination described
in “Underwriting” has not been exercised. Investors who trade Shares prior to the receipt of
Share certificates or prior to the Share certificates bearing valid evidence of title do so entirely
at their own risk.
DEALING
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00
a.m. in Hong Kong on Tuesday, September 23, 2025, it is expected that dealings in the Shares
on the Stock Exchange will commence at 9:00 a.m. on Tuesday, September 23, 2025.
The Shares will be traded in board lots of 100 Shares each and the stock code of the
Shares will be 6090.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 425 ---
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.butong.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, you cannot apply for any Hong Kong Offer Shares
if you or the person(s) for whose benefit you are applying for:
 are an existing Shareholder or close associates; or
 are a Director or any of his/her close associates.
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Monday,
September 15, 2025 and end at 12:00 noon on Thursday, September 18, 2025 (Hong Kong
time).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 426 ---
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
www.eipo.com.hk
Investors who would
like to receive a
physical Share
certificate.
Hong Kong Offer
Shares successfully
applied for will be
allotted and issued
in your own name.
From 9:00 a.m. on
Monday, September
15, 2025 to 11:30
a.m. on Thursday,
September 18, 2025
Hong Kong time.
The latest time for
completing full
payment of
application monies
will be 12:00 noon
on Thursday,
September 18, 2025,
Hong Kong time.
HKSCC EIPO
channel /H1118/H1118/H1118/H1118
Y our broker or custodian
who is a HKSCC
Participant will submit
an EIPO application on
your behalf through
HKSCC’s FINI system
in accordance with
your instruction.
Investors who would
not like to receive a
physical Share
certificate.
Hong Kong Offer
Shares successfully
applied for will be
allotted and issued
in the name of
HKSCC Nominees,
deposited directly
into CCASS and
credited to your
designated HKSCC
Participant’ s stock
account.
Contact your broker or
custodian for the
earliest and latest
time for giving such
instructions, as this
may vary by broker
or custodian.
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--- page 427 ---
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 payment 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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 428 ---
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
 Identity document’s issuing country or
jurisdiction
 Identity document type, with order of
priority:
i. HKID card; or
ii. National identification document;
or
iii. Passport; and
 Identity document number
 Full name(s)
2 as shown on your
identity document
 Identity document’s issuing country or
jurisdiction
 Identity document type, with order of
priority:
i. LEI registration document; or
ii. Certificate of incorporation; or
iii. Business registration certificate; or
iv. Other equivalent document; and
 Identity document number
Notes:
1. If you are applying through the White Form eIPO service, you are required to provide a valid e-mail
address, a contact telephone number and a Hong Kong address. 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
shares in a public offer. 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 is capped at four in accordance with market
practice.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 429 ---
5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity
document), the identity document’s issuing country or jurisdiction, the identity document type; and (ii),
the identity document number, for each of the beneficial owners or, in the case(s) of joint beneficial
owners, for each joint beneficial owner. If you do not include this information, the application will be
treated as being made for your benefit.
6. If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be treated
as being for your benefit and you should provide the required information in your application as stated
above.
“Unlisted company ” means a company with no equity securities listed on the Stock Exchange or any
other stock exchange.
“Statutory control ” means you:
 control the composition of the board of directors of the company;
 control more than half of the voting power of the company; or
 hold more than half of the issued share capital of the company (not counting any part of it which
carries no right to participate beyond a specified amount in a distribution of either profits or
capital).
For those applying through HKSCC EIPO channel, and making an application under a
power of attorney, we and the Overall Coordinators, as our agent, have discretion to consider
whether to accept it on any conditions we think fit, including evidence of the attorney’s
authority.
Failing to provide any required information may result in your application being rejected.
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: 100 Shares
Permitted number of
Hong Kong Offer
Shares for application
and amount payable on
application/successful
allotment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
: Hong Kong Offer Shares are available for application
in specified board lot sizes only. Please refer to the
amount payable associated with each specified board
lot size in the table below.
The maximum Offer Price is HK$71.20 per Share.
If you are applying through the HKSCC EIPO
channel, you are required to prefund your application
based on the amount specified by your broker or
custodian, as determined based on the applicable
laws and regulations in Hong Kong.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 430 ---
By instructing your broker or custodian to apply for
the Hong Kong Offer Shares on your behalf through
the HKSCC EIPO channel, you (and, if you are joint
applicants, each of you jointly and severally) are
deemed to have instructed and authorized HKSCC to
cause HKSCC Nominees (acting as nominee for the
relevant HKSCC Participants) to arrange payment of
the final Offer Price, brokerage, SFC transaction
levy, the Stock Exchange trading fee and the AFRC
transaction levy by debiting the relevant nominee
bank account at the designated bank for your broker
or custodian.
If you are applying through the White Form eIPO
service, you may refer to the table below for the
amount payable for the number of Shares you have
selected. Y ou must pay the respective maximum
amount payable on application in full upon
application for Hong Kong Offer Shares.
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
100 7,191.80 1,500 107,877.07 8,000 575,344.41 90,000 6,472,624.68
200 14,383.60 2,000 143,836.10 9,000 647,262.47 100,000 7,191,805.20
300 21,575.42 2,500 179,795.14 10,000 719,180.52 150,000 10,787,707.80
400 28,767.22 3,000 215,754.16 20,000 1,438,361.05 200,000 14,383,610.40
500 35,959.02 3,500 251,713.18 30,000 2,157,541.55 250,000 17,979,513.00
600 43,150.82 4,000 287,672.21 40,000 2,876,722.08 300,000 21,575,415.60
700 50,342.64 4,500 323,631.23 50,000 3,595,902.60 350,000 25,171,318.20
800 57,534.45 5,000 359,590.25 60,000 4,315,083.12 400,000 28,767,220.80
900 64,726.25 6,000 431,508.31 70,000 5,034,263.65 500,000 35,959,026.00
1,000 71,918.05 7,000 503,426.37 80,000 5,753,444.15 549,000
(1) 39,483,010.55
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).
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--- page 431 ---
5. Multiple Applications Prohibited
Y ou or your joint applicants 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 “— A. Application for Hong Kong Offer Shares — 3.
Information Required to Apply” above. If you are suspected of submitting or cause to submit
more than one application, all of your applications will be rejected.
Multiple applications made either through (i) the White Form eIPO service, (ii) HKSCC
EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you
have made an application through the White Form eIPO service or HKSCC EIPO channel,
you or the person(s) for whose benefit you have made the application shall not apply further
for any Offer Shares in the Global Offering.
The Hong Kong Share Registrar would record all applications into its system and identify
suspected multiple applications with identical names and identification document numbers
according to the Best Practice Note on Treatment of Multiple/Suspected Multiple Applications
(“Best Practice Note ”) issued by the Federation of Share Registrars Limited. Since
applications are subject to personal information collection statements, identification document
numbers displayed are redacted.
6. Terms and Conditions of An Application
By applying for Hong Kong Offer Shares through the 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
Overall Coordinators, as our agents, to execute any documents for you and to do on
your behalf all things necessary to register any Hong Kong Offer Shares allocated
to you in your name or in the name of HKSCC Nominees as required by the Articles
of Association, and (if you are applying through the HKSCC EIPO channel) to
deposit the allotted Hong Kong Offer Shares directly into CCASS for the credit of
your designated HKSCC Participant’s stock account on your behalf;
(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;
(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;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 432 ---
(iv) confirm that you are aware of the restrictions on offers and sales of shares set out
in this prospectus and they do not apply to you, or the person(s) for whose benefit
you have made the application;
(v) confirm that you have read this prospectus and any supplement to it and have relied
only on the information and representations contained therein in making your
application (or as the case may be, causing your application to be made) and will not
rely on any other information or representations;
(vi) agree that the Joint Sponsors, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters,
any of their or our Company’s respective directors, officers, employees, partners,
agents, advisers and any other parties involved in the Global Offering (collectively,
the “ Relevant Persons ”), the Hong Kong Share Registrar and HKSCC will not be
liable for any information and representations not in this prospectus and any
supplement to it;
(vii) agree to disclose the details of your application and your personal data and any other
personal data which may be required about you and the person(s) for whose benefit
you have made the application to us, the Relevant Persons, the Hong Kong Share
Registrar, HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and any other
statutory regulatory or governmental bodies or otherwise as required by laws, rules
or regulations, for the purposes under the paragraphs headed “— G. Personal Data
— 3. Purposes” and “— G. Personal Data — 4. Transfer of personal data” below;
(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 Hong Kong Share
Registrar by way of publication of the results at the time and in the manner as
specified in the paragraph headed “— B. Publication of Results” in this section;
(x) confirm that you are aware of the situations specified in “— C. Circumstances In
Which Y ou will not be Allocated Hong Kong Offer Shares” below;
(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;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 433 ---
(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any
place outside Hong Kong that apply to your application and that neither we nor the
Relevant Persons will breach any law inside and/or outside Hong Kong as a result
of the acceptance of your offer to purchase, or any action arising from your rights
and obligations under the terms and conditions contained in this prospectus;
(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf
is not financed directly or indirectly by the Company, any of the directors, chief
executives, substantial Shareholders or existing shareholders of the Company or any
of its subsidiaries or any of their respective close associates; and (b) you are not
accustomed or will not be accustomed to taking instructions from the Company, any
of the directors, chief executives, substantial shareholders or existing shareholders
of the Company or any of its subsidiaries or any of their respective close associates
in relation to the acquisition, disposal, voting or other disposition of the Shares
registered in your name or otherwise held by you;
(xiv) warrant that the information you have provided is true and accurate;
(xv) confirm that you understand that we and the Overall Coordinators will rely on your
declarations and representations in deciding whether or not to allocate any Hong
Kong Offer Shares to you and that you may be prosecuted for making a false
declaration;
(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 (a) 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 (b) you have due authority to give
electronic application instructions on behalf of that other person as its agent.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 434 ---
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/H1118From the “Allotment Results” page at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment ) with
a “search by ID” function.
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 at www.iporesults.com.hk
(alternatively:
www.eipo.com.hk/eIPOAllotment ).
24 hours, from 11:00
p.m. on Monday,
September 22, 2025 to
12:00 midnight on
Sunday, September 28,
2025 (Hong Kong
time).
The Stock Exchange’s website at
www.hkexnews.hk and our website at
www.butong.com which will provide
links to the above mentioned websites of
the Hong Kong Share Registrar.
No later than 11:00 p.m.
on Monday, September
22, 2025 (Hong Kong
time).
Telephone /H1118/H1118/H1118+852 2862 8555 — the allocation results
telephone enquiry line provided by the
Hong Kong Share Registrar.
between 9:00 a.m. and
6:00 p.m., from
Tuesday, September
23, 2025 to Friday,
September 26, 2025
(Hong Kong time) on
a Business Day.
For those applying through HKSCC EIPO channel, you may also check with your
broker or custodian from 6:00 p.m. on Friday, September 19, 2025 (Hong Kong
time).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 435 ---
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Friday, September 19, 2025 (Hong Kong time) on a 24-hour basis and should report any
discrepancies on allotments to HKSCC as soon as practicable.
Allocation Announcement
We expect to announce the results of the final Offer Price, the level of indications of
interest in the Global 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.butong.com by no later than 11:00 p.m. on
Monday, September 22, 2025 (Hong Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER SHARES
Y ou should note the following situations in which the 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.
2. If we or our agents exercise our discretion to reject your application:
We, the Overall Coordinators, the Hong Kong Share Registrar and their respective agents
and nominees have full discretion to reject or accept any application, or to accept only part of
any application, without giving any reasons.
3. If the allocation of Hong Kong Offer Shares is void:
The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not
grant permission to list the Shares either:
 within three weeks from the closing date of the application lists; or
 within a longer period of up to six weeks if the Stock Exchange notifies us of that
longer period within three weeks of the closing date of the application lists.
4. If:
 you make multiple applications or suspected multiple applications. See “— A.
Application for Hong Kong Offer Shares — 5. Multiple Applications Prohibited” on
what constitutes multiple applications;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 436 ---
 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 Overall Coordinators believe that by accepting your application, it or we
would violate applicable securities or other laws, rules or regulations.
5. If there is money settlement failure for allotted Shares:
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC
Participants will be required to hold sufficient application funds on deposit with their
designated bank (the “ Designated Bank ”) before balloting. After balloting of Hong Kong
Offer Shares, the Receiving Banks will collect the portion of these funds required to settle each
HKSCC Participant’s actual Hong Kong Public Offering Share allotment from their Designated
Bank.
There is a risk of money settlement failure. In the extreme event of money settlement
failure by a HKSCC Participant (or its Designated Bank), who is acting on your behalf in
settling payment for your allotted shares, HKSCC will contact the defaulting HKSCC
Participant and its Designated Bank to determine the cause of failure and request such
defaulting HKSCC Participant to rectify or procure to rectify the failure.
However, if it is determined that such settlement obligation cannot be met, the affected
Hong Kong Offer Shares will be reallocated to the Global Offering. Hong Kong Offer Shares
applied for by you through the broker or custodian may be affected to the extent of the
settlement failure. In the extreme case, you will not be allocated any Hong Kong Offer Shares
due to the money settlement failure by such HKSCC Participant. None of us, the Relevant
Persons, the Hong Kong Share Registrar and HKSCC is or will be liable if Hong Kong Offer
Shares are not allocated to you due to the money settlement failure.
D. DESPATCH/COLLECTION OF SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
Y ou will receive one Share certificate for all Hong Kong Offer Shares allotted to you
under the Hong Kong Public Offering (except pursuant to applications made through the
HKSCC EIPO channel where the Share certificates will be deposited into CCASS as described
below).
No temporary document of title will be issued in respect of the Shares. No receipt will
be issued for sums paid on application.
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Share certificates will only become valid at 8:00 a.m. on Tuesday, September 23, 2025
(Hong Kong time) provided that the Global Offering has become unconditional and the right
of termination described in “Underwriting” has not been exercised. Investors who trade Shares
prior to the receipt of Share certificates or the Share certificates becoming valid do so entirely
at their own risk.
The right is reserved to retain any Share certificate(s) and (if applicable) any surplus
application monies pending clearance of application monies.
The following sets out the relevant procedures and time:
White Form eIPO service HKSCC EIPO channel
Despatch/collection of Share certificate (note)
For physical
share
certificates of
500,000 or
more Offer
Shares issued
under your
own name /H1118/H1118
Collection in person at the Hong Kong
Share Registrar, Computershare Hong
Kong Investor Services Limited, at
Shops 1712-1716, 17th Floor,
Hopewell Centre, 183 Queen’s Road
East, Wan Chai, Hong Kong
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
Tuesday, September 23, 2025
(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 Hong Kong Share
Registrar.
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--- page 438 ---
White Form eIPO service HKSCC EIPO channel
If you do not collect your Share
certificate(s) personally within the
time above, it/they will be sent to the
address specified in your application
instructions by ordinary post at your
own risk
For physical
share
certificates of
less than
500,000 Offer
Shares issued
under your
own name /H1118/H1118/H1118
Y our Share certificate(s) will be sent
to the address specified in your
application instructions by ordinary
post at your own risk
Date: Monday, September 22, 2025
Note: Except in the event of a tropical cyclone warning signal number eight or above, a black rainstorm
warning and/or an “extreme conditions” announcement issued after a super typhoon in force in Hong
Kong, collectively (“ Severe Weather signals ”) in the morning on Monday, September 22, 2025
rendering it impossible for the relevant share certificates to be dispatched to HKSCC in a timely
manner, our Company shall procure the Share Registrar to arrange for delivery of the supporting
documents and Share certificates in accordance with the contingency arrangements as agreed between
them. See “— E. Bad Weather Arrangements” for details.
Refund mechanism for surplus application monies paid by you
Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tuesday, September 23, 2025 Subject to the
arrangement between
you and your broker or
custodian
Responsible
party /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Hong Kong 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
Refund cheque(s) will be despatched
to the address as specified in your
application instructions by ordinary
post at your own risk
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 439 ---
E. SEVERE WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Thursday, September 18, 2025 if, there is:
 a tropical cyclone warning signal number 8 or above;
 a black rainstorm warning; and/or
 an “extreme conditions” announcement issued after a super typhoon (“ 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, September
18, 2025.
Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on
the next Business Day which does not have Bad Weather Signals in force at any time between
9:00 a.m. and 12:00 noon.
Prospective investors should be aware that a postponement of the opening/closing of the
application lists may result in a delay in the Listing Date. Should there be any changes to the
dates mentioned in “Expected Timetable,” an announcement will be made and published on the
Stock Exchange’s website at www.hkexnews.hk and our website at www.butong.com of the
revised timetable.
If a Severe Weather Signal is hoisted on Monday, September 22, 2025, the Hong Kong
Share Registrar will make appropriate arrangements for the delivery of the Share certificates
to the CCASS Depository’s service counter so that they would be available for trading on
Tuesday, September 23, 2025.
If a Severe Weather Signal is hoisted on Monday, September 22, 2025, the despatch of
physical Share certificates for application of less than 500,000 Hong Kong Offer Shares, will
be made by ordinary post when the post office re-opens after the Severe Weather Signal is
lowered or cancelled (e.g. in the afternoon of Monday, September 22, 2025 or on Tuesday,
September 23, 2025).
If a Severe Weather Signal is hoisted on Tuesday, September 23, 2025, for application of
500,000 Hong Kong Offer Shares or more, physical Share certificates will be available for
collection in person at the Hong Kong Share Registrar’s office after the Severe Weather Signal
is lowered or cancelled (e.g. in the afternoon of Tuesday, September 23, 2025 or on Wednesday,
September 24, 2025).
Prospective investors should be aware that if they choose to receive physical Share
Certificates issued in their own name, there may be a delay in receiving the Share
certificates.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 430 –


--- page 440 ---
F. ADMISSION OF THE SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the Shares on the
Stock Exchange and we comply with the stock admission requirements of HKSCC, the Shares
will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in
CCASS with effect from the date of commencement of dealings in the Shares or any other date
HKSCC chooses. Settlement of transactions between Exchange Participants (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 HKSCC
Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling the Shares to be admitted into
CCASS.
Y ou should seek the advice of your broker or other professional adviser for details of the
settlement arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following personal information collection statement (the “ Personal Information
Collection Statement ”) applies to any personal data collected and held by the Company, the
Hong Kong Share Registrar, the receiving banks and the Relevant Persons about you in the
same way as it applies to personal data about applicants other than HKSCC Nominees. This
personal data may include client identifier(s) and your identification information. By giving
application instructions to HKSCC, you acknowledge that you have read, understood and agree
to all of the terms of the Personal Information Collection Statement below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of,
Hong Kong Offer Shares, of the policies and practices of the Company and the Hong Kong
Share Registrar in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter
486 of the Laws of Hong Kong).
2. Reasons for the collection of your personal data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure
that personal data supplied to the Company or its agents and the Hong Kong Share Registrar
is accurate and up-to-date when applying for Hong Kong Offer Shares or transferring Hong
Kong Offer Shares into or out of their names or in procuring the services of the Hong Kong
Share Registrar.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 431 –


--- page 441 ---
Failure to supply the requested data or supplying inaccurate data may result in your
application for Hong Kong Offer Shares being rejected, or in the delay or the inability of the
Company or the Hong Kong Share Registrar to effect transfers or otherwise render their
services. It may also prevent or delay registration or transfers of Hong Kong Offer Shares
which you have successfully applied for and/or the despatch of Share certificate(s) to which
you are entitled.
It is important that applicants for and holders of Hong Kong Offer Shares inform the
Company and the Hong Kong Share Registrar immediately of any inaccuracies in the personal
data supplied.
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
Shares including, where applicable, HKSCC Nominees;
 maintaining or updating the register of members of the Company;
 verifying identities of applicants for and holders of the Shares and identifying any
duplicate applications for the Shares;
 facilitating Hong Kong Offer Shares balloting;
 establishing benefit entitlements of holders of the Shares, such as dividends, rights
issues, bonus issues, etc.;
 distributing communications from the Company and its subsidiaries;
 compiling statistical information and profiles of the holder of the Shares;
 disclosing relevant information to facilitate claims on entitlements;
 and any other incidental or associated purposes relating to the above and/or to
enable the Company and the Hong Kong Share Registrar to discharge their
obligations to applicants and holders of the Shares and/or regulators and/or any
other purposes to which applicants and holders of the Shares may from time to time
agree.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 432 –


--- page 442 ---
4. Transfer of personal data
Personal data held by the Company and the Hong Kong Share Registrar relating to the
applicants for and holders of Hong Kong Offer Shares will be kept confidential but the
Company and the Hong Kong Share Registrar may, to the extent necessary for achieving any
of the above purposes, disclose, obtain or transfer (whether within or outside Hong Kong) the
personal data to, from or with any of the following:
 the Company’s appointed agents such as financial advisers, receiving banks and
overseas Principal Share Registrar;
 HKSCC or HKSCC Nominees, who will use the personal data and may transfer the
personal data to the Hong Kong Share Registrar, in each case for the purposes of
providing its services or facilities or performing its functions in accordance with its
rules or procedures and operating FINI and CCASS (including where applicants for
the Hong Kong Offer Shares request a deposit into CCASS);
 any agents, contractors or third-party service providers who offer administrative,
telecommunications, computer, payment or other services to the Company or the
Hong Kong Share Registrar in connection with their respective business operation;
 the Stock Exchange, the SFC and any other statutory regulatory or governmental
bodies or otherwise as required by laws, rules or regulations, including for the
purpose of the Stock Exchange’s administration of the Listing Rules and the SFC’s
performance of its statutory functions; and
 any persons or institutions with which the holders of Hong Kong Offer Shares have
or propose to have dealings, such as their bankers, solicitors, accountants or brokers
etc.
5. Retention of personal data
The Company and the Hong Kong Share Registrar will keep the personal data of the
applicants and holders of Hong Kong Offer Shares for as long as necessary to fulfil 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
the Company or the Hong Kong Share Registrar hold their personal data, to obtain a copy of
that data, and to correct any data that is inaccurate. The Company and the Hong Kong Share
Registrar have the right to charge a reasonable fee for the processing of such requests. All
requests for access to data or correction of data should be addressed to the Company and the
Hong Kong Share Registrar, at their registered address disclosed in “Corporate Information”
or as notified from time to time, for the attention of the company secretary, or the Hong Kong
Share Registrar for the attention of the privacy compliance officer.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 433 –


--- page 443 ---
The following is the text of a report set out on pages I-1 to I-60, 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 BUTONG GROUP, CITIC SECURITIES (HONG KONG) LIMITED
AND HAITONG INTERNATIONAL CAPITAL LIMITED
Introduction
We report on the historical financial information of BUTONG GROUP (the “Company”)
and its subsidiaries (together, the “Group”) set out on pages I-4 to I-60, which comprises the
consolidated statements of financial position of the Group as at 31 December 2022, 2023 and
2024 and 30 June 2025, the statements of financial position of the Company as at 31 December
2023 and 2024 and 30 June 2025, the consolidated statements of profit or loss and other
comprehensive income, the consolidated statements of changes in equity and the consolidated
cash flow statements for each of the years ended 31 December 2022, 2023 and 2024 and the
six months ended 30 June 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-4 to I-60 forms an
integral part of this report, which has been prepared for inclusion in the prospectus of the
Company dated 15 September 2025 (the “Prospectus”) in connection with the initial listing of
shares of the Company on the Main Board of The Stock Exchange of Hong Kong Limited.
Directors’ Responsibility for Historical Financial Information
The directors of the Company are responsible for the preparation of Historical Financial
Information that gives a true and fair view in accordance with the basis of preparation and
presentation set out in Note 2 to the Historical Financial Information, and for such internal
control as the directors of the Company determine is necessary to enable the preparation of the
Historical Financial Information that is free from material misstatement, whether due to fraud
or error.
Reporting Accountants’ Responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to
report our opinion to you. We conducted our work in accordance with Hong Kong Standard on
Investment Circular Reporting Engagements 200 “Accountants’ Reports on Historical
Financial Information in Investment Circulars” issued by the Hong Kong Institute of Certified
Public Accountants (“HKICPA”). This standard requires that we comply with ethical standards
and plan and perform our work to obtain reasonable assurance about whether the Historical
Financial Information is free from material misstatement.
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 444 ---
Our work involved performing procedures to obtain evidence about the amounts and
disclosures in the Historical Financial Information. The procedures selected depend on the
reporting accountants’ judgement, including the assessment of risks of material misstatement
of the Historical Financial Information, whether due to fraud or error. In making those risk
assessments, the reporting accountants consider internal control relevant to the entity’s
preparation of Historical Financial Information that give a true and fair view in accordance
with the basis of preparation and presentation set out in Note 2 to the Historical Financial
Information in order to design procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Our
work also included evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the directors, as well as evaluating the overall
presentation of the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion, the Historical Financial Information gives, for the purpose of the
accountants’ report, a true and fair view of the Company’s financial position as at 31 December
2023 and 2024 and 30 June 2025, the Group’s financial position as at 31 December 2022, 2023
and 2024 and 30 June 2025 and 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 2
to the Historical Financial Information.
Review of Stub Period Corresponding Financial Information
We have reviewed the stub period corresponding financial information of the Group
which comprises the consolidated statement of profit or loss and other comprehensive income,
the consolidated statement of changes in equity and the consolidated cash flow statement for
the six months ended 30 June 2024 and other explanatory information (the “Stub Period
Corresponding Financial Information”). The directors of the Company are responsible for the
preparation and presentation of the Stub Period Corresponding Financial Information in
accordance with the basis of preparation and presentation set out in Note 2 to the Historical
Financial Information. Our responsibility is to express a conclusion on the Stub Period
Corresponding Financial Information based on our review. We conducted our review in
accordance with Hong Kong Standard on Review Engagements 2410 “Review of Interim
Financial Information Performed by the Independent Auditor of the Entity” issued by the
HKICPA. A review consists of making enquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review procedures. A review is
substantially less in scope than an audit conducted in accordance with Hong Kong Standards
on Auditing and consequently does not enable us to obtain assurance that we would become
aware of all significant matters that might be identified in an audit. Accordingly, we do not
express an audit opinion. Based on our review, nothing has come to our attention that causes
us to believe that the Stub Period Corresponding Financial Information, for the purpose of the
accountants’ report, is not prepared, in all material respects, in accordance with the basis of
preparation and presentation set out in Note 2 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 445 ---
Report on matters under the Rules Governing the Listing of Securities on The 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-4 have been made.
Dividends
We refer to Note 29(c) to the Historical Financial Information which contains information
about the dividend paid by the Company in respect of the Track Record Period.
No statutory statements for the Company
No statutory financial statements have been prepared for the Company since its
incorporation.
Certified Public Accountants
8th Floor, Prince’s Building
10 Chater Road
Central, Hong Kong
15 September 2025
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 446 ---
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 Huazhen LLP Shanghai
Branch (ה(౷ஷΥྫ)הin accordance with Hong Kong
Standards on Auditing issued by the HKICPA (“Underlying Financial Statements”).
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 447 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
(Expressed in Renminbi)
Y ear ended 31 December
Six months ended
30 June
Note 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 507,202 852,103 1,248,875 581,863 725,812
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(265,421) (424,764) (619,821) (289,566) (367,326)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118241,781 427,339 629,054 292,297 358,486
Other income and net gain /H1118/H1118/H1118/H1118/H11186 5,691 12,145 20,372 1,194 26,481
Selling and distribution expenses /H1118 (188,869) (285,738) (391,116) (182,049) (224,609)
Administrative and other
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(27,560) (41,630) (91,497) (32,131) (48,522)
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(16,247) (23,845) (21,411) (9,390) (10,716)
Impairment loss on trade
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4) (69) (24) (16) (201)
Profit from operations /H1118/H1118/H1118/H1118/H1118/H1118/H111814,792 88,202 145,378 69,905 100,919
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187(a) (27,222) (27,500) (28,672) (14,224) (13,628)
Share of loss of an associate /H1118/H1118/H1118/H1118 – – – – (20)
(Loss)/profit before taxation /H1118/H1118/H11187 (12,430) 60,702 116,706 55,681 87,271
Income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188(a) (8,799) (33,478) (58,190) (27,502) (38,764)
(Loss)/profit for the year/period /H1118 (21,229) 27,224 58,516 28,179 48,507
Other comprehensive income for
the year/period (after tax and
reclassification adjustments) /H1118/H1118/H1118 –– ( 2 ) –6
Total comprehensive income for
the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,229) 27,224 58,514 28,179 48,513
Earnings per share
Basic and diluted (RMB) /H1118/H1118/H1118/H1118/H1118/H111811 N/A N/A N/A N/A N/A
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 448 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Renminbi)
As at 31 December
As at 30
June
Note 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Non-current assets
Property, plant and equipment /H1118 12 31,599 48,521 56,813 79,232
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 8,171 14,229 45,293 43,031
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 41,701 35,724 29,450 26,280
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824(b) 22,208 25,207 25,722 26,578
Interests in an associate /H1118/H1118/H1118/H1118/H1118/H111816 – – – 721
103,679 123,681 157,278 175,842-------- -------- -------- --------
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 52,833 61,110 98,613 62,209
Trade and other receivables /H1118/H1118/H111818 39,803 49,429 64,119 100,582
Financial assets measured at
fair value through profit and
loss (“FVTPL”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 73,593 36,637 31,039 152,285
Restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H111820(a) – 6,851 9,695 12,792
Cash and cash equivalents /H1118/H1118/H1118/H111820(a) 49,715 118,686 217,120 201,152
215,944 272,713 420,586 529,020-------- -------- -------- --------
Current liabilities
Bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 59,850 29,452 40,000 44,840
Trade and other payables /H1118/H1118/H1118/H1118/H111822 82,658 98,963 167,367 199,882
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 1,964 9,267 11,845 16,297
Income tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824(a) 9,019 26,462 31,896 23,171
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 6,241 6,589 6,570 6,481
Provisions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 2,555 4,259 6,244 6,930
Redeemable preferred shares /H1118/H111827 – – – 361,016
162,287 174,992 263,922 658,617-------- -------- -------- --------
Net current assets/
(liabilities) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,657 97,721 156,664 (129,597)--------
-------- -------- --------
Total assets less current
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118157,336 221,402 313,942 46,245-------- -------- -------- --------
Non-current liabilities
Bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 – – – 20,000
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 2,040 7,918 8,297 5,109
Redeemable preferred shares /H1118/H111827 300,140 325,725 348,428 –
302,180 333,643 356,725 25,109-------- -------- -------- --------
Net (liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118(144,844) (112,241) (42,783) 21,136
Capital and reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829
Paid-in capital/share capital /H1118/H1118/H1118 1,259 1,220 39 39
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(146,103) (113,461) (42,822) 21,097
Total (deficit)/equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(144,844) (112,241) (42,783) 21,136
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 449 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
(Expressed in Renminbi)
Note As at 31 December
As at 30
June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Investment in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 – 356,869 371,186
– 356,869 371,186------- ------- -------
Current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 – 3,369
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,421 659
34 1,421 4,028------- ------- -------
Current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,313 871
Amounts due to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,281 7,588
Redeemable preferred shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 – – 361,016
– 7,594 369,475------- ------- -------
Net current assets/(liabilities) /H1118/H1118/H1118/H1118/H1118/H1118 34 (6,173) (365,447)------- ------- -------
Total assets less current liability /H1118/H1118/H1118/H1118 34 350,696 5,739------- ------- -------
Non-current liability /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Redeemable preferred shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 – 348,428 –
– 348,428 –------- ------- -------
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 2,268 5,739------- ------- -------
Capital and reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(b)
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836 39 39
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2) 2,229 5,700
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 2,268 5,739
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 450 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in Renminbi)
Note
Paid-in
capital/Share
capital
Share
premium
Share-based
payment reserve
Other
reserves
Accumulated
losses Total deficit
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note 29(a)) (Note 29(a))
(Note 29
(d)(i))
(Note 29
(d)(ii))
Balance at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,259* – 5,299 (50,929) (84,662) (129,033)
Changes in equity for 2022:
Loss 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– – – – (21,229) (21,229)
Other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– – – – –
Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (21,229) (21,229)
Equity-settled share-based transactions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 – – 5,418 – – 5,418------------ ---------- -------------- ---------- --------- -----------
Balance at 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,259* – 10,717 (50,929) (105,891) (144,844)
Balance at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,259* – 10,717 (50,929) (105,891) (144,844)------------ ---------- -------------- -- -------- --------- -----------
Changes in equity for 2023:
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– – – – 27,224 27,224
Other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– – – – –
Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 27,224 27,224------------ ---------- -------------- -- -------- --------- -----------
Effect arising from Reorganisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(39) – – – – (39)
Equity-settled share-based transactions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 – – 5,418 – – 5,418------------ ---------- -------------- ---------- --------- -----------
Balance at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,220* – 16,135 (50,929) (78,667) (112,241)
APPENDIX I ACCOUNTANTS’ REPORT
– I-8 –


--- page 451 ---
Note
Paid-in
capital/Share
capital
Share
premium
Share-based
payment reserve
Other
reserves
Exchange
reserve
Accumulated
losses Total deficit
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note 29(a)) (Note 29(a))
(Note 29
(d)(i))
(Note 29
(d)(ii))
(Note 29
(d)(iii))
Balance at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,220* – 16,135 (50,929) – (78,667) (112,241)------------ ---------- -------------- -- -------- --------- ----------- ----------
Changes in equity for 2024:
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – 58,516 58,516
Other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (2) – (2)
Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (2) 58,516 58,514------------ ---------- -------------- -- -------- --------- ----------- ----------
Effect arising from Reorganisation /H1118/H1118/H1118/H1118 (1,181) – – (371) – – (1,552)
Re-designation of redeemable preferred
shares to ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 – 2,682 – – – – 2,682
Equity-settled share-based transactions /H1118/H111828 – – 9,814 – – – 9,814------------ ---------- -------------- ---------- --------- ----------- ----------
Balance at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H111839 2,682 25,949 (51,300) (2) (20,151) (42,783)
* The balance as at 1 January 2022, 31 December 2022 and 2023 represents the paid-in capital of BeBeBus Technology prior to the completion of Reorganisa tion.
APPENDIX I ACCOUNTANTS’ REPORT
– I-9 –


--- page 452 ---
Note Share capital
Share
premium
Share-based
payment reserve
Other
reserves
Exchange
reserve
(Accumulated
losses)/
Retained
earning
Total
(deficit)/
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note 29(a)) (Note 29(a)) (Note 29(d)(i))
(Note
29(d)(ii))
(Note
29(d)(iii))
Balance at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839 2,682 25,949 (51,300) (2) (20,151) (42,783)------------ ---------- -------------- -- -------- --------- ----------- ----------
Changes in equity for six months
ended 30 June 2025:
Profit for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – 48,507 48,507
Other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– – – 6 – 6
Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 6 48,507 48,513------------ ---------- -------------- -- -------- --------- ----------- ----------
Equity-settled share-based transactions /H1118/H111828 – – 15,406 – – – 15,406------------ ---------- -------------- ---------- --------- ----------- ----------
Balance at 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839 2,682 41,355 (51,300) 4 28,356 21,136
APPENDIX I ACCOUNTANTS’ REPORT
– I-10 –


--- page 453 ---
Note
Paid-in
capital/Share
capital
Share
premium
Share-based
payment reserve
Other
reserves
Accumulated
losses Total deficit
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note 29(a)) (Note 29(a)) (Note 29(d)(i))
(Note
29(d)(ii))
(Unaudited)
Balance at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,220* – 16,135 (50,929) (78,667) (112,241)------------ ---------- -------------- -- -------- ----------- ----------
Changes in equity for six months ended
30 June 2024:
Profit for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 28,179 28,179
Other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– – – – –
Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 28,179 28,179------------ ---------- -------------- -- -------- ----------- ----------
Effect arising from Reorganisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,181) – – – – (1,181)
Equity-settled share-based transactions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 – – 902 – – 902------------ ---------- -------------- ---------- ----------- ----------
Balance at 30 June 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839 – 17,037 (50,929) (50,488) (84,341)
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-11 –


--- page 454 ---
CONSOLIDATED CASH FLOW STATEMENTS
(Expressed in Renminbi)
Y ear ended 31 December
Six months ended
30 June
Note 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Operating activities:
Cash generated from operations /H111820(b) 35,795 115,501 193,681 132,892 165,351
Income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824(a) (6,252) (19,034) (53,271) (13,016) (48,345)
Net cash generated from
operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,543 96,467 140,410 119,876 117,006------- ------- ------- ------- -------
Investing activities:
Payment for purchase of
property, plant and
equipment, right-of-use assets
and intangible assets /H1118/H1118/H1118/H1118/H1118/H1118(14,868) (28,603) (46,216) (33,476) (28,114)
Capital injection to an associate –––– (741)
Proceeds from disposal of
property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 4 4 5 7–––
Payment for purchase of
financial assets measured at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(188,100) (313,400) (831,300) (325,400) (738,900)
Proceeds from disposal of
financial assets measured at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118138,606 351,429 839,754 282,611 619,011
Increase in restricted time
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (5,000)
Interest income received /H1118/H1118/H1118/H1118/H1118 519 1,165 3,209 1,294 951
Net cash (used in)/generated
from investing activities /H1118/H1118/H1118/H1118 (63,779) 11,048 (34,553) (74,971) (152,793)------- ------- ------- ------- -------
APPENDIX I ACCOUNTANTS’ REPORT
– I-12 –


--- page 455 ---
Y ear ended 31 December
Six months ended
30 June
Note 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Financing activities:
Proceeds from bank loans /H1118/H1118/H1118/H1118/H111820(c) 59,850 29,452 169,591 129,591 24,840
Repayments of bank loans /H1118/H1118/H1118/H111820(c) – (59,850) (159,043) (49,051) –
Interest paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820(c) (1,203) (1,322) (2,788) (1,214) (712)
Proceeds received for the
issuance of ordinary shares /H1118/H111829(a) – – 36 36 –
Effect arising from
Reorganisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (1,588) (1,217) –
Payment for listing expenses /H1118/H1118/H1118 – (180) (2,654) (527) (535)
Capital element of lease rentals
paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820(c) (5,883) (6,042) (8,732) (5,648) (3,277)
Interest element of lease rentals
paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820(c) (434) (593) (499) (287) (328)
Net cash generated from/(used
in) financing activities /H1118/H1118/H1118/H1118/H1118 52,330 (38,535) (5,677) 71,683 19,988--------- --------- --------- --------- ---------
Net increase/(decrease) in cash
and cash equivalents /H1118/H1118/H1118/H1118/H1118/H111818,094 68,980 100,180 116,588 (15,799)
Cash and cash equivalents at the
beginning of
the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,605 49,715 118,686 118,686 217,120
Effect of foreign exchange
rate changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 (9) (1,746) (1,899) (169)
Cash and cash equivalents at the
end of the year/period /H1118/H1118/H1118/H1118/H111820(a) 49,715 118,686 217,120 233,375 201,152
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-13 –


--- page 456 ---
NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1 GENERAL INFORMATION
BUTONG GROUP (the “Company”) was incorporated as an exempted company with limited liability in the
Cayman Islands under the Companies Act (as Revised) of the Cayman Islands on 2 August 2023. The registered office
address of the Company is Palm Grove Unit 4, 265 Smith Road, George Town, P .O. Box 52A, Edgewater Way #1653,
Grand Cayman KY1-9006, Cayman Islands.
The Company is an investment holding company and has not carried out any business operations since the date
of its incorporation. The Company and its subsidiaries, (together, the “Group”) are principally engaged in designing,
manufacturing and selling of premium nursery products in the People’s Republic of China (the “PRC”).
2 BASIS OF PREPARATION AND PRESENTATION OF HISTORICAL FINANCIAL INFORMATION
Prior to the incorporation of the Company, the aforementioned principal activities were carried out by
BeBeBus IoT Technology (Shanghai) Co., Ltd. (“BeBeBus Technology”) and its subsidiaries. To rationalise the
corporate structure in preparation of the listing of the Company’s shares on the Stock Exchange of Hong Kong
Limited, the Group underwent the reorganisation, as detailed in the section headed “History, Reorganisation and
Corporate Structure” in the Prospectus (the “Reorganisation”). Upon completion of the Reorganisation, the Company
became the holding company of the Group. Details of the Group’s subsidiaries as at 30 June 2025 are set out below.
Name of company Note
Place and date
of incorporation/
establishment
Particulars of
issued and
paid-up capital
Proportion of
ownership interest Principal activities
Held by the
Company
Held by the
subsidiary
BUTONG GROUP
HOLDING INC. /H1118/H1118
(ii) The British
Virgin
Islands/
10 August
2023
50,000 shares of
US$1 each
100% – Investment holding
BUTONG GROUP
INVESTMENT
LIMITED /H1118/H1118/H1118/H1118/H1118
(ii) (iii) Hong Kong/
24 August
2023
HK$1 – 100% Investment holding
BUTONG GROUP
INTERNA TIONAL
LIMITED /H1118/H1118/H1118/H1118/H1118
(ii) (iii) Hong Kong/
13 March
2024
HK$1 – 100% Provision of
product sales in
overseas regions
BEBEBUS GROUP
USA INC. /H1118/H1118/H1118/H1118/H1118
(ii) United States
of America/
4 October
2024
200 shares – 100% No substantial
operation
BEBEBUS
INTERNA TIONAL
LIMITED /H1118/H1118/H1118/H1118/H1118
(ii) Hong Kong/
22 November
2024
HK$10,000 – 100% No substantial
operation
PT BEBEBUS
INTERNA TIONAL
INDONESIA /H1118/H1118/H1118/H1118
(ii) Indonesia/
6 December
2024
IDR11,000,000,000 – 100% No substantial
operation
Create Butong
Holding Co., Ltd.
ٰ(ت)
ʮ̡ /H1118/H1118/H1118/H1118/H1118/H1118
(i) (ii) The PRC/
27 September
2023
US$30,000,000/
US$20,116,698
– 100% No substantial
operation
BeBeBus IOT
Technology
(Shanghai) Co.,
Ltd.߅
Ҧ(ɪऎ)ʮ̡ /H1118
(i) (ii) The PRC/
14 November
2018
RMB110,666,160/
RMB73,052,242
– 100% Investment
holding, product
procurement,
sales, design
and research and
development
APPENDIX I ACCOUNTANTS’ REPORT
– I-14 –


--- page 457 ---
Name of company Note
Date and location
of incorporation/
establishment/
operation
Particulars of
issued and
paid-up capital
Proportion of
ownership interest
Principal
activities
Held by the
Company
Held by the
subsidiary
Ningbo BeBeBus
Network Technology
Co., Ltd.̺ഁၣ
ʮ̡ /H1118/H1118/H1118
(i) (ii) The PRC/
27 September
2019
RMB1,000,000 – 100% E-commerce
business
BeBeBus Network
Technology
(Kunshan) Co., Ltd.
Ҧ(ʆ)
ʮ̡ /H1118/H1118/H1118/H1118/H1118/H1118
(i) (ii) The PRC/
2 July 2020
RMB15,000,000 – 100% Sales and after-
sales service
BeBeBus Safety
Technology (Ningbo)
Co., Ltd.߅
Ҧ(ت)ʮ̡ /H1118/H1118
(i) (ii) The PRC/
6 August
2021
RMB100,000,000/
RMB83,000,000
– 100% Manufacturing
and
production
BeBeBus Network
Technology
(Shanghai) Co., Ltd.
Ҧ(ɪऎ)
ʮ̡ /H1118/H1118/H1118/H1118/H1118/H1118
(i) (ii) The PRC/
22 February
2023
RMB1,000,000/
RMB100,000
– 100% Marketing and
promotion
BeBeBus Real Estate
(Shanghai) Co., Ltd.
̺ഁໄุ(ɪऎ)ࠢ
ʮ̡ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(i) (ii) The PRC/
23 February
2023
RMB11,500,000 – 100% No substantial
operation
BeBeBus Electronic
Information
Technology (Ningbo)
Co., Ltd.ڦ
Ҧ(ت)ʮ
̡ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(i) (ii) The PRC/
5 September
2023
RMB500,000 – 100% Sales of products
Create Butong
Technology (Ningbo)
Co., Ltd.߅
Ҧ(ت)ʮ̡ /H1118/H1118
(i) (ii) The PRC/
30 October
2023
RMB50,000,000 – 100% No substantial
operation
Zhepu Technology
(Ningbo) Co., Ltd.
Ҧ(ت)ࠢ
ʮ̡ (formerly
known as Zhepu
Technology
(Shanghai) Co., Ltd.
Ҧ(ɪऎ)ࠢ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(i) (ii) The PRC/
6 March 2024
RMB1,000,000 – 100% No substantial
operation
BeBeBus E-commerce
(Guangdong
Hengqin) Co., Ltd.
(̺ഁཥɿਠਕ(؇
ዑೞ)ʮ̡) /H1118/H1118/H1118
(i) (ii) The PRC/
24 October
2024
RMB35,000,000/
RMB25,000,000
– 100% No substantial
operation
Notes:
(i) The official name of these entities is in Chinese. The English name is for identification purpose only.
(ii) No audited financial statements of these entities for the years ended 31 December 2022, 2023 and 2024
were prepared as they are either newly incorporated or not required to issue audited financial statements
under local statutory requirements of their respective places of incorporation.
APPENDIX I ACCOUNTANTS’ REPORT
– I-15 –


--- page 458 ---
(iii) The statutory financial statements for the year ended 31 December 2024 is under preparation and not
issued yet at the date of this report.
(iv) All the above PRC companies are the limited liability companies.
(v) All companies now comprising the Group have adopted 31 December as their financial year end date.
As the Reorganisation only involved inserting some newly formed entities with no business operations as the
new holding companies of BeBeBus Technology, the former holding company of the Group, there were no changes
in the economic substance of the ownership and the business of the Group. Accordingly, the Reorganisation has been
accounted for using principles similar to those for a reverse acquisition, with BeBeBus Technology treated as the
acquirer for accounting purposes. The Historical Financial Information has been prepared and presented as a
continuation of the consolidated financial statements of BeBeBus Technology with the assets and liabilities of
BeBeBus Technology recognised and measured at their historical carrying amounts prior to the Reorganisation.
Intra-group balances, transactions and unrealised gains/losses on intra-group transactions are eliminated in full in
preparing the Historical Financial Information.
As at 30 June 2025, the Group had net current liabilities of RMB129,597,000, including the redeemable
preferred shares amounted to RMB361,016,000. The directors of the Company are of the opinion that no payment
is expected for the settlement of the liabilities arising from redeemable preferred shares as the related redemption
rights would terminate and the redeemable preferred shares would be converted into equity upon the qualified initial
public offering of the Company’s shares on the Stock Exchange of Hong Kong Limited. Taken the above into
consideration, and together with cashflow forecast for the next twelve months from the date of this report prepared
by management of the Company, the directors of the Company are of the opinion that the Group will have sufficient
financial resources to continue as a going concern for the next twelve months. Therefore, the directors of the
Company are satisfied that it is appropriate to prepare the Historical Financial Information on a going concern basis.
The Historical Financial Information has been prepared in accordance with all applicable HKFRS Accounting
Standards which collective term includes all applicable individual Hong Kong Financial Reporting Standards, Hong
Kong Accounting Standards (“HKASs”) and Interpretations issued by the Hong Kong Institute of Certified Public
Accountants (“HKICPA”). Further details of the material accounting policy information are set out in Note 3.
The HKICPA has issued a number of new and revised HKFRS Accounting Standards. For the purpose of
preparing this Historical Financial Information, the Group has adopted all applicable new and revised HKFRS
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 33.
The Historical Financial Information also complies with the applicable disclosures provisions of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). The
accounting policies set out below have been applied consistently to all periods presented in the Historical Financial
Information. The Stub Period Corresponding Financial Information has been prepared in accordance with same basis
of preparation and presentation adopted in respect of the Historical Financial Information.
3 MATERIAL ACCOUNTING POLICY INFORMATION
(a) Basis of measurement
Item included in the financial statements of each entity in the Group are measured using the currency that best
reflects the economic substance of the underlying events and circumstances relevant to the entity (the “Functional
Currency”). The Historical Financial Information and The Stub Period Corresponding Financial Information are
presented in Renminbi (“RMB”), rounded to the nearest thousand except when otherwise indicated.
The measurement basis used in the preparation of the Historical Financial Information is the historical cost
basis except certain financial assets, which are stated at their fair value as explained in Note 3(e).
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(b) Use of estimates and judgments
The preparation of Historical Financial Information in conformity with HKFRS Accounting Standards requires
management to make judgements, 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 judgements 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 recognised 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.
Judgements made by management in the application of HKFRS Accounting Standards that have significant
effect on the Historical Financial Information and major sources of estimation uncertainty are discussed in Note 4.
(c) Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has
rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its
power over the entity. The financial statements of subsidiaries are included in the Historical Financial Information
from the date on which control commences until the date on which control ceases.
Intra-group balances and transactions, and any unrealised income and expenses (except for foreign currency
transaction gains or losses) arising from intra-group transactions, are eliminated. Unrealised losses resulting from
intra-group transactions are eliminated in the same way as unrealised gains, but only to the extent that there is no
evidence of impairment.
Changes in the Group’s interests in a subsidiary that do not result in a loss of control are accounted for as
equity transactions.
When the Group loses control of a subsidiary, it is accounted for as a disposal of the entire interest in that
subsidiary, with a resulting gain or loss being recognised in profit or loss. Any interest retained in that former
subsidiary at the date when control is lost is recognised at fair value and this amount is regarded as the fair value
on initial recognition of a financial asset or, when appropriate, the cost on initial recognition of an investment in an
associate or joint venture.
In the Company’s statement of financial position, an investment in a subsidiary is stated at cost less any
impairment losses (see Note 3(i)(ii)). Cost includes deemed investment arising from the Reorganisation and
equity-settled share-based payment expenses.
(d) Associates
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 recognised 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 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 3(i)).
Unrealised gains arising from transactions with equity-accounted investees are eliminated against the
investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as
unrealised gains, but only to the extent there is no evidence of impairment.
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(e) Investments in securities other than equity investments
Investments in securities are recognised/derecognised 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 FVTPL for which transaction costs are recognised directly in profit or loss. These
investments are subsequently accounted for as follows, depending on their classification.
Non-equity investments are classified into one of the following measurement categories:
– amortised 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 (see Note 3(t)(ii)(a)), foreign exchange gains and losses are recognised in
profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
– fair value through other comprehensive income (“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.
Changes in fair value are recognised in other comprehensive income, except for the recognition in profit
or loss of expected credit losses and interest income (calculated using the effective interest method).
When the investment is derecognised, the amount accumulated in OCI is recycled from equity to profit
or loss.
– fair value through profit or loss (“FVTPL”) if the investment does not meet the criteria for being
measured at amortised cost or FVOCI (recycling). Changes in the fair value of the investment (including
interest) are recognised in profit or loss.
(f) Property, plant and equipment
Properties, plant and equipment are stated at cost less accumulated depreciation and any accumulated
impairment losses (see Note 3(i)(ii)).
Gains or losses arising from the retirement or disposal of an item of property and equipment are determined
as the difference between the net disposal proceeds and the carrying amount of the item and are recognised in profit
or loss on the date of retirement or disposal.
Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated
residual values, if any, using the straight-line method over their estimated useful lives as follows:
Plant and buildings 20 years
Machinery and equipment 3 to 10 years
Motor vehicles 4 years
Office and other equipment 3 to 5 years
Leasehold improvement 2 to 5 years
Where parts of an item of property, plant and equipment have different useful lives, the cost is allocated on
a reasonable basis between the parts and each part is depreciated separately. Both the useful life of an asset and its
residual value, if any, are annually.
Construction in progress represents properties under construction and machinery and equipment pending
installation and is stated at cost less impairment losses (see Note 3(i)(ii)). Cost comprises the purchase costs of the
asset and the related construction and installation costs. Construction in progress is transferred to property, plant and
equipment when the asset is substantially ready for its intended use and depreciation will be provided at the
appropriate rates in accordance with the depreciation policies specified above. No depreciation is provided in respect
of construction in progress.
(g) Intangible assets
Expenditure on research activities is recognised in profit or loss as incurred. Development expenditure is
capitalised only if the expenditure can be measured reliably, the product or process is technically and commercially
feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete
development and to use or sell the resulting asset. Otherwise, it is recognised in profit or loss as incurred.
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Other intangible assets, including software and patents, that are acquired by the Group and have finite useful
lives are measured at cost less accumulated amortisation and any accumulated impairment losses (see Note 3(i)(ii)).
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values, if any,
using the straight-line method over their estimated useful lives, and is generally recognised in profit or loss.
The estimated useful lives of intangible assets are as follows:
– Software 3 to 5 years
– Patents 5 to 15 years
The estimates and associated assumptions of useful life of software determined by the Group are based on
technical and commercial obsolescence, legal or contractual limits on the use of the asset and other relevant factors.
Based on the current functionalities equipped by the software and the daily operation needs, the Group considers a
useful life of 3 to 5 years to be their best estimation.
Patents are capitalised on the basis of the cost incurred to acquire and bring to use. The patents owned by the
Group consists of the invention patents, the appearance design patents and the utility model patents, which have
different validity periods as required by the Patent Law of PRC. The estimated useful lives of patents are determined
based on the shorter between the residual validity period of the patents and the expected lifespan of the respective
products using the patents.
Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if
appropriate.
(h) Lease 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 contract contains 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 recognises a right-of-use asset and a lease liability, except for
leases that have a short lease term of 12 months or less, and leases of low-value items such as laptops and office
furniture. When the Group enters into a lease in respect of a low-value item, the Group decides whether to capitalise
the lease on a lease-by-lease basis. If not capitalised, the associated lease payments are recognised in profit or loss
on a systematic basis over the lease term.
Where the lease is capitalised, the lease liability is initially recognised 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 amortised cost and interest expense is recognised 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 are
charged to profit or loss as incurred.
The right-of-use asset recognised when a lease is capitalised 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 Note 3(i)(ii)).
The lease liability is remeasured when there is a change in future lease payments arising from a change in an
index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value
guarantee, or if the Group changes its assessment of whether it will 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.
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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 present value of contractual payments that are due to be settled within twelve months after the
reporting period.
(i) Credit losses and impairment of assets
(i) Credit losses from financial instruments
The Group recognises a loss allowance for expected credit losses (“ECLs”) on the financial assets measured
at amortised cost, including cash and cash equivalents, trade receivables and other receivables. 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 (i.e. the difference between the cash flows due to the Group in accordance
with the contract and the cash flows that the Group expects to receive).
The expected cash shortfalls are discounted using the following discount rates where the effect of
discounting is material:
– fixed-rate financial assets and trade and other receivables: effective interest rate determined at
initial recognition or an approximation thereof; and
– 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 the portion of ECLs that result from default events that are possible
within the 12 months after the reporting date (or a shorter period if the expected life of the
instrument is less than 12 months); and
– lifetime ECLs: these are the ECLs that result from all possible default events over the expected
lives of the items to which the ECL model applies.
Loss allowances for trade receivables are always measured at an amount equal to lifetime ECLs. ECLs
on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss
experience, adjusted for factors that are specific to the debtors and an assessment of both the current and
forecast general economic conditions at the reporting date.
For all other financial instruments, the Group recognises a loss allowance equal to 12-month ECLs
unless there has been a significant increase in credit risk of the financial instrument since initial recognition,
in which case the loss allowance is measured at an amount equal to lifetime ECLs.
Significant increases in credit risk
In assessing whether the credit risk of a financial instrument has increased significantly since initial
recognition, the Group compares the risk of default occurring on the financial instrument assessed at the
reporting date with that assessed at the date of initial recognition. In making this reassessment, the Group
considers that a default event occurs when the borrower is unlikely to pay its credit obligations to the Group
APPENDIX I ACCOUNTANTS’ REPORT
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in full, without recourse by the Group to actions such as realising security (if any is held). The Group considers
both quantitative and qualitative information that is reasonable and supportable, including historical
experience and forward-looking information that is available without undue cost or effort.
In particular, the following information is taken into account when assessing whether credit risk has
increased significantly since initial recognition:
– failure to make payments of principal or interest on their contractually due dates;
– an actual or expected significant deterioration in a financial instrument’s external or internal
credit rating (if available);
– an actual or expected significant deterioration in the operating results of the debtor; and
– existing or forecast changes in the technological, market, economic or legal environment that
have a significant adverse effect on the debtor’s ability to meet its obligation to the Group.
Depending on the nature of the financial instruments, the assessment of a significant increase in credit
risk is performed on either an individual basis or a collective basis. When the assessment is performed on a
collective basis, the financial instruments are grouped based on shared credit risk characteristics, such as past
due status and credit risk ratings.
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 recognised as an impairment gain or loss in profit
or loss. The Group recognises 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
Interest income recognised in accordance with Note 3(t)(ii) is calculated based on the gross carrying
amount of the financial asset unless the financial asset is credit-impaired, in which case interest income is
calculated based on the amortised cost (i.e. the gross carrying amount less loss allowance) of the 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 delinquency in interest or principal payments;
– it is becoming probable that the borrower will enter into bankruptcy or other financial
reorganisation;
– significant changes in the technological, market, economic or legal environment that have an
adverse effect on the debtor; 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 is written off to the extent that there is no realistic
prospect of recovery. This is generally the case when the Group otherwise 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 recognised as a reversal of
impairment in profit or loss in the period in which the recovery occurs.
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(ii) Impairment of other non-current assets
At each reporting date, the Group reviews the carrying amounts of the following non-financial assets to
determine whether there is any indication of impairment:
– property, plant and equipment, including the construction in progress;
– right-of-use assets;
– intangible assets;
– investments in subsidiaries in the Company’s statement of financial position.
If any such indication exists, the asset’s recoverable amount is estimated. In addition, for intangible assets that
are not yet available for use and intangible assets that have indefinite useful lives, the recoverable amount is
estimated annually whether there is any indication of impairment.
Calculation of recoverable amount
The recoverable amount of an asset 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. Where an asset does not generate cash inflows largely independent of those from other assets, the
recoverable amount is determined for the smallest group of assets that generates cash inflows independently
(i.e. a cash-generating unit).
Reversals of impairment losses
For other assets, 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 amortisation, if
no impairment loss had been recognised.
(j) Inventories
Inventories are assets which are held for sale in the ordinary course of business, in the process of production
for such sale or in the form of materials or supplies to be consumed in the production process or in the rendering of
services.
Inventories are measured at the lower of cost and net realisable value.
Cost is calculated using the weighted average cost formula and comprises all costs of purchase, costs of
conversion and other costs incurred in bringing the inventories to their present location and condition.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs
of completion and the estimated costs necessary to make the sale.
When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period
in which the related revenue is recognised.
The amount of any write-down of inventories to net realizable value and all losses of inventories are
recognised as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down
of inventories is recognised as a reduction in the amount of inventories recognised as an expense in the period in
which the reversal occurs.
(k) Contract liabilities
A contract liability is recognised when the customer pays non-refundable consideration before the Group
recognises the related revenue. A contract liability is also recognised if the Group has an unconditional right to
receive non-refundable consideration before the Group recognises the related revenue. In such latter cases, a
corresponding receivable is also recognised (see Note 3(l)).
When the contract includes a significant financing component, the contract balance includes interest accrued
under the effective interest method (see Note 3(t)(ii)).
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(l) Trade and other receivables
A receivable is recognised when the Group has an unconditional right to receive consideration. A right to
receive consideration is unconditional if only the passage of time is required before payment of that consideration
is due. If revenue has been recognised before the Group has unconditional right to receive consideration, the amount
is presented as a contract asset.
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 amortised cost, using the
effective interest method and including an allowance for credit losses (see Note 3(i)(i)).
(m) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial
institutions, and other 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 in accordance with the policy set out in Note 3(i)(i)).
(n) Trade and other payables
Trade and other payables are initially recognised at fair value. Subsequent to initial recognition, trade and other
payables are stated at amortised cost unless the effect of discounting would be immaterial, in which case they are
stated at invoice amounts.
(o) Redeemable preferred shares
The Group’s redeemable preferred shares are classified, on the basis of their component parts, as financial
liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial
liability and an equity instrument.
The Group’s contractual obligations to purchase its own shares/redeem the preferred shares for cash upon the
occurrence of events that are beyond the control of both the Group and the holders give rise to financial liabilities.
The financial liabilities are initially measured at the present value of the redemption amount and subsequently
measured at amortised cost with changes in the carrying amount of the financial liabilities recognised in profit or loss.
The Group derecognises the financial liabilities arising from redeemable preferred shares when, and only
when, the Group’s redemption obligations are discharged, cancelled, or have expired. When the redemption
obligations expire without exercise or when the redeemable preferred shares are converted into ordinary shares upon
the Listing of the Company, the carrying amount of the financial liabilities is reclassified or transferred to equity.
(p) Interest-bearing borrowings
Interest-bearing borrowings are measured initially at fair value less transaction costs. Subsequent to initial
recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method. Interest
expense is recognised in accordance with the Group’s accounting policy for borrowing costs (see Note 3(v)).
(q) Employee benefits
(i) Short-term employee benefits and contributions to defined contribution retirement plans
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the
amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result
of past service provided by the employee and the obligation can be estimated reliably.
Obligations for contributions to defined contribution retirement plans are expensed as the related service is
provided.
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(ii) Share-based payments
The grant-date fair value of equity-settled share-based payments granted to employees is measured using the
binomial option pricing model. The amount is generally recognised as an expense, with a corresponding increase in
equity, over the vesting period of the options. The amount recognised as an expense is adjusted to reflect the number
of options for which the related service conditions are expected to be met, such that the amount ultimately recognised
is based on the number of options that meet the related service conditions at the vesting date. At the end of each
period, the Group revises its estimates of the number of options that are expected to vest based on the non-market
vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss,
with a corresponding adjustment to equity. The equity amount is recognised in the reserve until either the option is
exercised (when it is included in the amount recognised in share capital for the shares issued) or the option expires
(when it is released directly to retained profits).
(iii) 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 recognises costs for a restructuring.
(r) Income tax
Income tax expense comprises current tax and deferred tax. It is recognised in profit or loss except to the extent
that it relates to a business combination, or items recognised 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 recognised 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 recognised
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 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 Organisation for Economic Co-operation and Development.
The Group recognised deferred tax assets and deferred tax liabilities separately in relation to its lease liabilities
and right-of-use assets.
Deferred tax assets are recognised 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 recognise 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 realised; such reductions are reversed when the probability
of future taxable profits improves.
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The measurement of deferred tax reflects the tax consequences that would follow from the manner in which
the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if certain criteria are met.
(s) 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. A provision for warranties
is recognised when the underlying products of services are sold, based on historical warranty data and a weighting
of possible outcomes against their associated probabilities.
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.
Where some or all of the expenditure required to settle a provision is expected to be reimbursed by another
party, a separate asset is recognised for any expected reimbursement that would be virtually certain. The amount
recognised for the reimbursement is limited to the carrying amount of the provision.
(t) Revenue and other income
Income is classified by the Group as revenue when it arises from the sale of goods, or the provision of services
in the ordinary course of the Group’s business.
Further details of the Group’s revenue and other income recognition policies are as follows:
(i) Revenue from contracts with customers
Revenue is recognised when control over a product 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.
The Group primarily sells its products to customers through online channels and offline channels. Revenue
from the sale of products is recognised at the point in time when control of the asset is transferred to the customer,
generally upon the acceptance by the customer.
The Group is the principal for its revenue transactions and recognises revenue on a gross basis, including the
sale of products that are sourced externally. In determining whether the Group acts as a principal or as an agent, it
considers whether it obtains control of the products 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 products.
For the contract which the Group grants a customer the option to acquire additional goods (such as loyalty
points and rebates), the Group assesses whether the option provides a material right to the customer. If the option
provides a material right, the Group recognises the option as a performance obligation, and recognises revenue when
those future goods are transferred or when the option expires. If the stand-alone selling price for a customer’s option
to acquire additional goods is not directly observable, the Group estimates it, taking into account all relevant
information, including the difference in the discount that the customer would receive when exercising the option or
without exercising the option, and the likelihood that the option will be exercised.
(ii) Other income
(a) Interest income
Interest income is recognised using the effective interest method. The “effective interest rate” is the rate
that exactly discounts estimated future cash receipt through the expected life of the financial asset to the gross
carrying amount of the financial asset. In calculating interest income, the effective interest rate is applied to
the gross carrying amount of the asset (when the asset is not credit-impaired). However, for financial assets
APPENDIX I ACCOUNTANTS’ REPORT
– I-25 –


--- page 468 ---
that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying
the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired,
then the calculation of interest income reverts to the gross basis.
(b) Government grants
Government grants are recognised 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 recognised as income in profit or loss
on a systematic basis in the same periods in which the expenses are incurred. Grants that compensate the Group
for the cost of an asset are deducted from the carrying amount of the asset and consequently are effectively
recognised in profit or loss over the useful life of the asset by way of reduced depreciation expense.
(u) 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 recognised in profit or
loss.
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 recognised in OCI and accumulated in the exchange reserve, except to the
extent that the translation difference is allocated to non-controlling interest.
(v) 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 capitalised as part of the
cost of that asset. Other borrowing costs are expensed in the period in which they are incurred.
(w) 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 party.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 469 ---
(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.
(x) Segment reporting
Operating segments, and the amounts of each segment item reported in the Historical Financial Information,
are identified from the financial information provided regularly to the Group’s most senior executive management
for the purposes of allocating resources to, and assessing the performance of, the Group’s various lines of business
and geographical locations.
Individually material operating segments are not aggregated for financial reporting purposes unless the
segments have similar economic characteristics and are similar in respect of the nature of products and services, the
nature of production processes, the type or class of customers, the methods used to distribute the products or provide
the services, and the nature of the regulatory environment. Operating segments which are not individually material
may be aggregated if they share a majority of these criteria.
4 ACCOUNTING JUDGEMENTS AND ESTIMATES
The significant sources of estimation uncertainty in the process of applying the Group’s accounting policies
are as follows:
(i) Net realisable value of inventories
Net realisable value of inventories is the estimated selling price in the ordinary course of business, less
estimated costs to completion and selling expenses. These estimates are based on the current market condition and
the historical experience of selling products of similar nature. It could change significantly as a result of changes in
customer preferences and competitor actions in response to serve industry cycles. Management reassesses these
estimates at the end of each reporting period.
(ii) Depreciation and amortisation
Property, plant and equipment, right-of-use assets and intangible assets are depreciated or amortised on a
straight-line basis over the estimated useful lives of the assets. The Group reviews the estimated useful lives of the
assets regularly in order to determine the amount of depreciation or amortisation expense to be recorded during the
Track Record Period. The useful lives are based on the Group’s historical experience with similar assets. The
depreciation and amortisation expenses for future periods are adjusted if there are material changes from previous
estimates.
(iii) Fair value of share-based payments
As mentioned in Note 28, the Group has granted share options to a director and certain employees. The Group
has used binomial option-pricing model to determine the total fair value of the share options granted. Significant
estimate on assumptions, such as the underlying equity value, risk-free interest rate, expected volatility and dividend
yield, is required to be made by the Group in applying the binomial option-pricing model.
(iv) Recognition of deferred tax assets
Deferred tax assets in respect of tax losses carried forward and deductible temporary differences are recognised
and measured based on the expected manner of realization or settlement of the carrying amount of the relevant assets
and liabilities, using tax rates enacted or substantively enacted at the end of each reporting date. In determining the
carrying amounts of deferred tax assets, expected taxable profits are estimated which involves a number of
APPENDIX I ACCOUNTANTS’ REPORT
– I-27 –


--- page 470 ---
assumptions relating to the operating environment of the Group and require a significant level of judgement exercised
by the directors. Any change in such assumptions and judgement would affect the carrying amounts of deferred tax
assets to be recognised and hence the net profit in future years.
(v) Warranty provisions
As explained in Note 26, the Group makes provisions under the warranties it gives on sale of products taking
into account the Group’s recent claim experience. As the Group is continually upgrading its product designs and
launching new models it is possible that the recent claim experience is not indicative of future claims that it will
receive in respect of past sales. Any increase or decrease in the provision would affect profit or loss in future years.
5 REVENUE AND SEGMENT REPORTING
(a) Revenue
The principal activities of the Group are designing, researching and developing, and manufacturing and selling
of premium nursery products.
The Group’s chief operating decision maker is the chief executive officer of the Group, who reviews the
Group’s results of operations as a whole for the purpose of making decisions about resource allocation and
performance assessment. Accordingly, the Group has one reportable operating segment with no reportable segment
information presented.
(i) Disaggregation of revenue
Disaggregation of revenue from contracts with customers by major product type is as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue from contracts
with customers within the
scope of HKFRS 15 /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Disaggregated by major
product type
Travel Gear
– Strollers and accessories /H1118/H1118/H1118/H1118/H1118124,720 165,842 238,142 115,628 112,661
– Car seats /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140,767 188,015 207,407 91,153 98,993
– Baby carriers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,216 120,364 125,082 65,666 46,113
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118324,703 474,221 570,631 272,447 257,767
Sleep Gear /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118124,772 135,860 223,456 96,994 98,878
Feeding Gear /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,543 41,006 66,521 34,069 62,274
Baby Care Products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,184 201,016 388,267 178,353 306,893
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118507,202 852,103 1,248,875 581,863 725,812
Disaggregated by timing of
revenue recognition
– Point in time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118507,202 852,103 1,248,875 581,863 725,812
The Group’s customer base is diversified and only includes one customer with whom transaction has exceeded
10% of the Group’s revenue for the years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June
2024 and 2025 respectively. During the Track Record Period, revenue from sales of products to the customer,
including sales to entities which are known to the Group to be under common control with the customers, are set out
below.
APPENDIX I ACCOUNTANTS’ REPORT
– I-28 –


--- page 471 ---
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Customer A /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,347 97,733 161,526 N/A* 111,932
* Revenue from sales of products to customer A was not accounted for 10% or more of the Group’s total
revenue for the six months ended 30 June 2024.
(ii) Revenue expected to be recognised in the future arising from contracts in existence at the reporting date
As at 31 December 2022, 2023 and 2024 and 30 June 2025, the Group has applied the practical expedient in
paragraph 121 of HKFRS 15 to its contracts for sales of products such that information about revenue expected to
be recognised in the future is not disclosed in respect of revenue that the Group will be entitled to when it satisfied
the remaining performance obligations under the contracts for sales of products that had an expected duration of one
year or less.
(b) Geographic information
The following table sets out information about the geographical location of the Group’s revenue from external
customers at which the goods were delivered.
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Mainland China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118504,221 850,857 1,248,270 581,571 724,846
The Oversea /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,981 1,246 605 292 966
507,202 852,103 1,248,875 581,863 725,812
The geographical location of specified non-current assets (primarily property, plant and equipment,
right-of-use assets and intangible assets) is based on the physical location of the assets, in the case of property, plant
and equipment and right-of-use assets, and the location of the operation to which they are allocated, in the case of
intangible assets. During the Track Record Period, all of the Group’s specified non-current assets are physically
located in the Mainland China except that one newly-leased office in 2024 was located in Hong Kong, the right-of-use
of which is RMB873,000 and RMB602,000 as at 31 December 2024 and 30 June 2025 respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-29 –


--- page 472 ---
6 OTHER INCOME AND NET GAIN
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118519 1,165 3,209 1,294 951
Net realised and unrealised gain
on financial assets measured at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,820 1,073 2,856 674 1,357
Government grants (i)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,757 10,250 15,282 893 23,853
Net loss on disposal of property,
plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118(555) (998) – – –
Net foreign exchange gain/(loss) /H1118 16 (9) (1,743) (1,899) (169)
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118134 664 768 232 489
5,691 12,145 20,372 1,194 26,481
(i) Government grants mainly represented various unconditional cash subsidies granted by certain local
government authorities in the PRC.
7 (LOSS)/PROFIT BEFORE TAXATION
(Loss)/profit before taxation is arrived at after charging:
(a) Finance costs
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Interest on redeemable preferred shares /H1118/H1118/H111825,585 25,585 25,385 12,723 12,588
Interest on bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,203 1,322 2,788 1,214 712
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118434 593 499 287 328
27,222 27,500 28,672 14,224 13,628
(b) Staff costs
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Salaries, wages, and other benefits /H1118/H1118/H1118/H1118/H1118/H111852,207 70,382 98,683 44,112 50,079
Contributions to defined contribution
retirement plan (note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,436 3,396 5,062 2,295 3,190
Equity-settled share-based payment
expenses (Note 28) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,418 5,418 9,814 902 15,406
60,061 79,196 113,559 47,309 68,675
Note: The employees of the subsidiaries of the Group, which were established in the PRC, participate in a
defined contribution basic pension scheme managed by the local municipal governments, whereby these
companies are required to contribute to the scheme at certain rates of the employees’ salaries as agreed
by the local municipal governments. Employees of these companies are entitled to benefits, calculated
based on a percentage of the average salaries level in the PRC, from the aforementioned retirement
scheme at their normal retirement age.
APPENDIX I ACCOUNTANTS’ REPORT
– I-30 –


--- page 473 ---
The subsidiaries incorporated in Hong Kong operate a Mandatory Provident Fund Scheme (“the MPF
scheme”) under the Hong Kong Mandatory Provident Fund Schemes Ordinance for employees employed
under the jurisdiction of the Hong Kong Employment Ordinance. The MPF scheme is a defined
contribution retirement plan. Under the MPF scheme, the employer and its employees are each required
to make contributions to the plan at 5% of the employees’ relevant income, subject to a cap of monthly
relevant income of HK$30,000. Contributions to the plan vest immediately, there is no forfeited
contribution that may be used by the Group to reduce the existing level of contribution.
The Group has no further obligation for payment of other retirement benefits beyond the above
contributions.
(c) Other items
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Cost of inventories sold # /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118265,421 424,764 619,821 289,566 367,326
Depreciation of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,912 9,896 9,507 5,267 4,210
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H11185,425 6,210 6,446 3,030 3,791
Amortisation of intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H11185,758 6,305 6,274 3,137 3,132
Lease expenses not included in the
measurement of lease liabilities – short-
term leases (Note 13) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,325 1,354 1,238 598 507
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,020 17,163 3,078 1,534
# Cost of inventories includes RMB20,039,000, RMB20,379,000, RMB19,090,000, RMB9,763,000 and
RMB9,240,000 for the years ended 31 December 2022, 2023 and 2024 and six months ended 30 June
2024 and 2025, respectively, relating to staff costs, depreciation and amortisation expenses, which
amounts are also included in the respective total amounts disclosed separately above or in Note 7(b) for
each of these types of expenses.
8 INCOME TAX IN THE CONSOLIDATED STATEMENTS OF PROFIT AND LOSS AND OTHER
COMPREHENSIVE INCOME
(a) Taxation in the consolidated statements of profit and loss and other comprehensive income represents:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Current tax:
Provision for the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,433 36,477 58,705 28,534 39,620----- ----- ----- ----- -----
Deferred tax:
Origination and reversal of temporary
differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(634) (2,751) (515) (1,032) (856)
Effect on deferred tax balances at
1 January resulting from a change in tax
rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (248) – – –
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(634) (2,999) (515) (1,032) (856)-----
----- ----- ----- -----
8,799 33,478 58,190 27,502 38,764
APPENDIX I ACCOUNTANTS’ REPORT
– I-31 –


--- page 474 ---
(b) Reconciliation between income tax expense and accounting (loss)/profit at applicable tax rates:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
(Loss)/profit before taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,430) 60,702 116,706 55,681 87,271
Notional tax on (loss)/profit before taxation,
calculated at the applicable rates in the tax
jurisdictions concerned (i, ii & iii) /H1118/H1118/H1118/H1118/H1118/H1118(3,107) 15,175 36,942 15,434 26,757
Tax benefit for subsidiaries subject to
preferential tax rates (iii, iv) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,148) (716) (834) (115) (458)
Additional deduction for qualified research
and development costs (v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,592) (4,478) (4,829) (2,414) (2,513)
Effect on deferred tax balances at 1 January
resulting from a change of tax rate (iv) /H1118/H1118/H1118 – (248) – – –
Tax effect of non-deductible expenses /H1118/H1118/H1118/H1118/H111820,646 23,745 26,911 14,597 14,978
8,799 33,478 58,190 27,502 38,764
(i) Pursuant to the tax rules and regulations of the Cayman Islands and the BVI, the Group is not subject
to any income tax in the Cayman Islands or the BVI.
(ii) The applicable profits tax rate of the Group’s subsidiaries incorporated in Hong Kong was 16.5% for
the Trace Record Period, except for one subsidiary of the Group which is qualifying corporation under
two-tiered Profits Tax rates regime. For this subsidiary, the first HK$2,000,000 of assessable profits are
taxed at half of the current tax rate (8.25%) and the remaining assessable profits are taxed at 16.5%.
The subsidiaries in Hong Kong of the Group did not have any assessable profits for the Trace Record
Period.
(iii) Taxable income for the subsidiaries of the Company in the Mainland China are subject to PRC income
tax rate of 25% for the Track Record Period, unless otherwise specified below.
For the year ended 31 December 2022, two subsidiaries of the Group met the criteria required for
preferential tax rate granted to small and low profit-making enterprise in the PRC, and were entitled to
a preferential tax rate of 2.5% on taxable income for the first RMB1,000,000 and 5% on taxable income
for the subsequent RMB1,000,000 to RMB3,000,000.
For the years ended 31 December 2023 and 2024 and six months ended 30 June 2025, seven, seven and
six subsidiaries of the Group met the criteria required for preferential tax rate granted to small and low
profit-making enterprise in the PRC, and were entitled to a preferential tax rate of 5% on taxable income
for RMB3,000,000.
(iv) BeBeBus Technology was qualified as a High and New Technology Enterprises (“HNTE”) in December
2020 and was entitled for a preferential tax rate of 15% for the years ended 31 December 2020, 2021
and 2022, and is liable to PRC income tax at a rate of 25% during the years ended 31 December 2023
and 2024 and the six months ended 30 June 2025.
(v) Prior to 1 October 2022, an additional 75% of qualified research and development expenses incurred is
allowed to be deducted from taxable income under the PRC Income Tax Law and relevant regulations.
Starting from 1 October 2022, the additional deduction ratio was increased to 100%.
(vi) According to the New Corporate Income Tax Law (“New EIT Law”), distribution of profits earned by
companies in the Mainland China since 1 January 2008 to foreign investors is subject to withholding
tax of 5% or 10%, depending on the country of incorporation of the foreign investors, upon the
distribution of profits to overseas-incorporated immediate holding companies. The Group did not have
any distributable profit in its PRC subsidiaries as of 30 June 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-32 –


--- page 475 ---
(vii) Bebebus Group USA Inc, which is the Company’s subsidiary in New Y ork, the United States (U.S.), is
subject to U.S. federal corporate tax and New Y ork state income tax incorporated on its taxable income
determined in accordance with the relevant U.S. tax laws. The applicable U.S. federal corporate tax rate
is 21%, and the New Y ork state income tax rate is 6.0% to 6.5% for the year ended 31 December 2024
and the six months ended 30 June 2025.
(viii) PT Bebebus International Indonesia, which is the Company’s subsidiary incorporated in Indonesia, is
subject to Indonesia Corporate Income Tax (“Indonesia CIT”) at the statutory rate of 22% on any
estimated assessable profits arising in Indonesia for the year ended 31 December 2024 and the six
months ended 30 June 2025.
9 DIRECTORS’ EMOLUMENTS
Directors’ emoluments as recorded in the Historical Financial Information are as follows:
Y ear ended 31 December 2022
Note
Directors’
fees
Salaries
allowance
and benefits
in kind
Discretionary
bonuses
Contributions
to retirement
scheme Subtotal
Equity-
settled
share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Mr. Wang Wei /H1118/H1118/H1118(i) – 1,254 200 63 1,517 – 1,517
Ms. Shen Ling /H1118/H1118/H1118(ii) – 1,254 200 63 1,517 – 1,517
– 2,508 400 126 3,034 – 3,034
Y ear ended 31 December 2023
Note
Directors’
fees
Salaries
allowance
and benefits
in kind
Discretionary
bonuses
Contributions
to retirement
scheme Subtotal
Equity-
settled
share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Mr. Wang Wei /H1118/H1118/H1118(i) – 1,268 2,000 68 3,336 – 3,336
Ms. Shen Ling /H1118/H1118/H1118(ii) – 1,268 1,200 68 2,536 – 2,536
Mr. Y an Dong /H1118/H1118/H1118(iii) – 184 50 8 242 – 242
– 2,720 3,250 144 6,114 – 6,114
Y ear ended 31 December 2024
Note
Directors’
fees
Salaries
allowance
and benefits
in kind
Discretionary
bonuses
Contributions
to retirement
scheme Subtotal
Equity-
settled
share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Mr. Wang Wei /H1118/H1118(i) (v) – 2,658 1,279 57 3,994 3,527 7,521
Ms. Shen Ling /H1118/H1118(ii) – 1,542 2,000 70 3,612 – 3,612
Mr. Y an Dong /H1118/H1118(iii) – 314 50 14 378 – 378
– 4,514 3,329 141 7,984 3,527 11,511
APPENDIX I ACCOUNTANTS’ REPORT
– I-33 –


--- page 476 ---
Six months ended 30 June 2025
Note
Directors’
fees
Salaries
allowance
and benefits
in kind
Discretionary
bonuses
Contributions
to retirement
scheme Subtotal
Equity-
settled
share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Mr. Wang Wei /H1118/H1118(i) (v) – 1,130 – 18 1,148 6,582 7,730
Ms. Shen Ling /H1118 (ii) – 1,073 – 26 1,099 – 1,099
Mr. Y an Dong /H1118/H1118(iii) – 299 – 15 314 – 314
– 2,502 – 59 2,561 6,582 9,143
Six months ended 30 June 2024 (Unaudited)
Note
Directors’
fees
Salaries
allowance
and benefits
in kind
Discretionary
bonuses
Contributions
to retirement
scheme Subtotal
Equity-
settled
share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Mr. Wang Wei /H1118/H1118(i) – 1,360 – 35 1,395 – 1,395
Ms. Shen Ling /H1118/H1118(ii) – 758 – 35 793 – 793
Mr. Y an Dong /H1118/H1118(iii) – 157 – 7 164 – 164
– 2,275 – 77 2,352 – 2,352
Notes:
(i) Mr. Wang Wei was appointed as a director of BeBeBus Technology on 14 November 2018 and as a
director of the Company on 2 August 2023. He was appointed as the chairman of the board and
re-designated as an executive director on 31 December 2024.
(ii) Ms. Shen Ling was appointed as a director of BeBeBus Technology on 13 October 2020 and as a director
of the Company on 9 January 2024. She was re-designated as an executive director on 31 December
2024.
(iii) Mr. Y an Dong joined the Group on 1 June 2023 and was appointed as an executive director of the
Company on 31 December 2024.
(iv) Mr. Y an Jianjun, Mr. Y u Chun Kau and Ms. Chan Wing Ki were appointed as independent non-executive
directors on 31 December 2024, which will be effective from the listing date.
(v) These equity-settled share-based payment expenses above represent the estimated value of share options
granted to a director under the Company’s share option scheme. The value of these share options is
measured according to the Group’s accounting policies for share-based payment transactions as set out
in Note 3(q)(ii). The details of share-based payment, including the principal terms and number of
options granted, are disclosed in Note 28.
During the Track Record Period, there were no amounts paid or payable by the Group to the directors or any
of the highest paid individuals set out in Note 10 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 waived or agreed to waive any
remuneration during the Track Record Period.
APPENDIX I ACCOUNTANTS’ REPORT
– I-34 –


--- page 477 ---
10 INDIVIDUALS WITH HIGHEST EMOLUMENTS
Of the five individuals with the highest emoluments, two, two, two, two (unaudited) and two are directors
whose emoluments are disclosed in Note 9 during the years ended 31 December 2022, 2023 and 2024 and the six
months ended 30 June 2024 and 2025, respectively. The aggregate of the emoluments in respect of the paid amount
to remaining individuals are as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Salaries, allowances and benefits in kind /H1118/H1118 1,873 1,807 3,528 1,453 1,519
Discretionary bonuses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118135 550 500 250 883
Contributions to retirement benefit
schemes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 28 71 26 43
Equity-settled share-based payment
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,987 2,987 3,739 24 6,910
5,021 5,372 7,838 1,753 9,355
The emoluments of the three, three, three, three (unaudited) and three individuals with the highest emoluments
are within the following bands:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
Number of
individuals
Number of
individuals
Number of
individuals
Number of
individuals
Number of
individuals
(Unaudited)
Hong Kong Dollar (“HKD”)
Nil-1,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––3–
1,000,001-1,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118331–1
1,500,001-2,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––1––
2,000,001-3,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
3,000,001-4,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––1–1
4,000,001-5,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
5,000,001-6,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––1
During the Track Record Period, no amounts were paid or payable by the Group to the above non-director
highest paid individuals as an inducement to join or upon joining the Group or as compensation for loss of any office
in connection with the management of the affairs of any member of the Group.
11 EARNINGS PER SHARE
No earnings per share information is presented as its inclusion, for the purpose of this report, is not considered
meaningful due to Reorganisation and the basis of preparation and presentation set out Note 2.
APPENDIX I ACCOUNTANTS’ REPORT
– I-35 –


--- page 478 ---
12 PROPERTY, PLANT AND EQUIPMENT
Plant and
buildings
Machinery
and
equipment
Motor
vehicles
Office
and other
equipment
Leasehold
improvement
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Cost:
At 1 January 2022 /H1118/H1118/H1118/H1118/H111812,684 20,102 1,355 1,600 2,174 – 37,915
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,516 150 981 439 1,191 5,277
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7 4 5––– (745) –
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (707) – (12) – – (719)
At 31 December 2022
and 1 January 2023 /H1118/H1118/H111812,684 22,656 1,505 2,569 2,613 446 42,473
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,724 951 2,415 960 9,722 3,618 28,390
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 219 – – 19 (238) –
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (3,524) (999) (4) (117) – (4,644)
At 31 December 2023
and 1 January 2024 /H1118/H1118/H111823,408 20,302 2,921 3,525 12,237 3,826 66,219
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 933 845 839 668 14,514 17,799
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,80 7––– (7,807) –
At 31 December 2024
and 1 January 2025 /H1118/H1118/H111823,408 29,042 3,766 4,364 12,905 10,533 84,018
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 500 – 330 320 25,479 26,629
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,51 6––– (1,516) –
At 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H111823,408 31,058 3,766 4,694 13,225 34,496 110,647
Accumulated
depreciation:
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118(50) (2,104) (186) (480) (242) – (3,062)
Charge for the year /H1118/H1118/H1118/H1118(602) (5,549) (337) (577) (847) – (7,912)
Written back on
disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 9 4–6–– 1 0 0
At 31 December 2022
and 1 January 2023 /H1118/H1118/H1118(652) (7,559) (523) (1,051) (1,089) – (10,874)
Charge for the year /H1118/H1118/H1118/H1118(985) (5,563) (551) (750) (2,047) – (9,896)
Written back on
disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,454 61 44–– 3,072
At 31 December 2023
and 1 January 2024 /H1118/H1118/H1118(1,637) (10,668) (460) (1,797) (3,136) – (17,698)
Charge for the year /H1118/H1118/H1118/H1118(1,112) (4,222) (811) (832) (2,530) – (9,507)
At 31 December 2024
and 1 January 2025 /H1118/H1118/H1118(2,749) (14,890) (1,271) (2,629) (5,666) – (27,205)
Charge for the period /H1118/H1118/H1118(556) (1,703) (434) (414) (1,103) – (4,210)
At 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118(3,305) (16,593) (1,705) (3,043) (6,769) – (31,415)
Net book value:
At 31 December 2022 /H1118/H1118/H111812,032 15,097 982 1,518 1,524 446 31,599
At 31 December 2023 /H1118/H1118/H111821,771 9,634 2,461 1,728 9,101 3,826 48,521
At 31 December 2024 /H1118/H1118/H111820,659 14,152 2,495 1,735 7,239 10,533 56,813
At 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H111820,103 14,465 2,061 1,651 6,456 34,496 79,232
Note: As at 31 December 2023, the properties with carrying amount of RMB12,684,000 were secured for bank loans
amounting to RMB4,200,000. This collateral was released in May 2024 upon the repayment of the loan. No
properties were secured and pledged for bank loans as at 31 December 2022, 31 December 2024 and 30 June
2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-36 –


--- page 479 ---
13 RIGHT-OF-USE ASSETS
The analysis of the carrying amount of the Group’s right-of-use assets by class of underlying asset is as
follows:
Leasehold land Properties Total
RMB’000 RMB’000 RMB’000
Cost:
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 15,300 15,300
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– 1,753 1,753
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– (3,580) (3,580)
At 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118 – 13,473 13,473
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– 12,268 12,268
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– (1,401) (1,401)
At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118 – 24,340 24,340
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/H111828,418 9,092 37,510
At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H111828,418 33,432 61,850
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/H11181,541 – 1,541
Effect of exchange rate adjustment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (16) (16)
At 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,959 33,416 63,375
Accumulated depreciation:
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (3,457) (3,457)
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (5,425) (5,425)
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– 3,580 3,580
At 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118 – (5,302) (5,302)
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (6,210) (6,210)
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– 1,401 1,401
At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118 – (10,111) (10,111)
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(190) (6,256) (6,446)
At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118(190) (16,367) (16,557)
Change for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(310) (3,481) (3,791)
Effect of exchange rate adjustment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–44
At 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(500) (19,844) (20,344)
Net book value:
At 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,171 8,171
At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 14,229 14,229
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,228 17,065 45,293
At 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,459 13,572 43,031
The right-of-use assets represented the land and properties leased for own use. The Group obtained land use
rights in the PRC with lease period of no more than 50 years when granted. The other properties leases typically run
for an initial period of lease terms of 2 to 5 years. The additions to right-of-use assets primarily related to capitalised
lease payable under new tenancy agreements. None of the leases include variable lease payments.
As at 30 June 2025, leasehold land for own use with carrying amount of RMB29,459,000 were pledged as
collaterals for certain bank loan (see Note 21).
APPENDIX I ACCOUNTANTS’ REPORT
– I-37 –


--- page 480 ---
The analysis of expense items in relation to leases recognised in profit or loss is as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Depreciation charge of right-of-use
assets of properties and land /H1118/H1118/H1118/H11185,425 6,210 6,446 3,030 3,791
Interest on lease liabilities
(Note 7(a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118434 593 499 287 328
Expenses relating to short-term
leases (Note 7(c)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,325 1,354 1,238 598 507
Details of total cash outflow for leases and the maturity analysis of lease liabilities are set out in Note 20(d)
and Note 25 respectively.
14 INTANGIBLE ASSETS
Software Patents Total
RMB’000 RMB’000 RMB’000
Cost:
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 40,104 40,104
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/H1118178 9,434 9,612
At 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118178 49,538 49,716
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/H1118328 – 328
At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118506 49,538 50,044
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–––
At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118506 49,538 50,044
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(97) – (97)
At 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118409 49,538 49,947
Accumulated amortisation:
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (2,257) (2,257)
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(19) (5,739) (5,758)
At 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118 (19) (7,996) (8,015)
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(92) (6,213) (6,305)
At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118(111) (14,209) (14,320)
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(146) (6,128) (6,274)
At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118(257) (20,337) (20,594)
Charge for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(68) (3,064) (3,132)
Written back on disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859 – 59
At 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(266) (23,401) (23,667)
Net book value:
At 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118159 41,542 41,701
At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118395 35,329 35,724
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118249 29,201 29,450
At 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118143 26,137 26,280
The patents capitalised by the Group represented primarily the consideration paid for those patents acquired
from third parties.
APPENDIX I ACCOUNTANTS’ REPORT
– I-38 –


--- page 481 ---
15 INVESTMENTS IN SUBSIDIARIES
As at 31 December As at 30 June
2024 2025
RMB’000 RMB’000
Investment in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118356,869 371,186
Investment in subsidiaries represented the total equity in the separate financial statements of BeBeBus
Technology at the date of the Reorganisation and the deemed investment arising from equity-settled share based
payments in respect of the share options granted by the Company to qualifying participants of the specified
subsidiaries under the Company’s equity-settled shares option scheme as disclosed in Note 28.
16 INTERESTS IN AN ASSOCIATE
The following list contains the particulars of the associate, which is an unlisted corporate entity whose quoted
market price is not available:
Name of
associate
Form of
business
structure
Place of
incorporation
and business
Particulars of
issued and paid
up capital
Proportions of ownership interest
Group’s
effective
interest
Held by
the
Company
Held by a
subsidiary
Principal
activity
BeBeBus Korea
Co., Ltd.
(“BeBeBus
Korea”) /H1118/H1118/H1118/H1118
Limited
liability
company
The South Korea KRW710,000,000 20% – 20% Provision of
product sales
in overseas
regions
BeBeBus Korea is a sales company registered in South Korea on 12 May 2025. The associate is accounted for
using the equity method in the consolidated financial statements.
17 INVENTORIES
(a) Inventories in the consolidated statements of financial position comprise:
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,053 4,405 9,203 6,141
Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,263 2,856 2,725 2,684
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,517 53,849 86,685 53,384
52,833 61,110 98,613 62,209
(b) The analysis of the amount of inventories recognised as an expense and included in profit or loss is as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Carrying amount of inventories
sold /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118265,110 424,336 618,896 288,736 366,670
Write-down of inventories /H1118/H1118/H1118/H1118/H1118311 428 925 830 656
265,421 424,764 619,821 289,566 367,326
APPENDIX I ACCOUNTANTS’ REPORT
– I-39 –


--- page 482 ---
18 TRADE AND OTHER RECEIV ABLES
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables, net of loss allowance /H1118 12,890 26,656 31,369 71,464
Amounts due from related parties (Note
32(d)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,842 5,442 175 273
Prepayment for purchase of raw material
and merchandise /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,907 3,858 2,668 1,901
Prepayment for advertising and promotion
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,290 4,791 12,948 7,387
Prepayment for listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 180 2,834 3,369
V A T recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118301 1,947 3,159 6,116
Deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,991 2,679 5,120 4,757
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118582 3,876 5,846 5,315
39,803 49,429 64,119 100,582----- ----- ----- -----
All of the trade and other receivables of the Group are expected to be recovered or recognised as expenses
within one year.
Ageing analysis of trade receivables
As of the end of each reporting period, the ageing analysis of net trade receivables, based on the date of
revenue recognition date, is as follows:
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 90 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,890 26,656 31,369 71,464
Further details of the Group’s credit policy are set out in Note 30(a).
19 FINANCIAL ASSETS MEASURED AT FVTPL
As at 31 December 2022 and 2023 and 2024 and 30 June 2025, financial assets measured at FVTPL held by
the Group were wealth management products issued by certain financial institutions in the PRC. The expected returns
of these wealth management products are not guaranteed.
20 CASH AND CASH EQUIV ALENTS
(a) Cash and cash equivalents comprise:
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cash at bank and on hand /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,715 125,537 226,815 213,944
Less: Restricted bank deposits (i) /H1118/H1118/H1118/H1118/H1118– (6,851) (9,695) (12,792)
Cash and cash equivalents in the
consolidated statements of financial
position and cash flow statements /H1118/H1118/H1118/H111849,715 118,686 217,120 201,152
(i) Restricted bank deposits mainly represent deposits placed at certain banks secured for issuance of notes
payables and certain bank loans (see Note 21).
APPENDIX I ACCOUNTANTS’ REPORT
– I-40 –


--- page 483 ---
(b) Reconciliation of (loss)/profit before taxation to cash generated from operations:
Y ear ended 31 December Six months ended 30 June
Note 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
(Loss)/profit before taxation /H1118 (12,430) 60,702 116,706 55,681 87,271
Adjustments for:
Depreciation of owned
property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187(c) 7,912 9,896 9,507 5,267 4,210
Depreciation of right-of-use
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187(c) 5,425 6,210 6,446 3,030 3,791
Amortisation of intangible
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187(c) 5,758 6,305 6,274 3,137 3,132
Net loss/(gain) on disposal of
property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 5 5 5 9 9 8–––
Net realised and unrealised
gain on financial assets
measured at FVTPL /H1118/H1118/H1118/H1118/H11186 (1,820) (1,073) (2,856) (674) (1,357)
Interest on redeemable
preferred shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187(a) 25,585 25,585 25,385 12,723 12,588
Interests on bank loans and
lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187(a) 1,637 1,915 3,287 1,501 1,040
Net foreign exchange
(gain)/loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (16) 9 1,743 1,899 169
Equity-settled share-based
payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H11187(b) 5,418 5,418 9,814 902 15,406
Share of loss of associate /H1118/H1118/H111816 –––– 2 0
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(519) (1,165) (3,209) (1,294) (951)
Operating profit before
changes in working
capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,505 114,800 173,097 82,172 125,319
(Increase)/decrease in
inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(22,750) (8,277) (37,503) (9,361) 36,404
Decrease/(increase) in
restricted bank deposits /H1118/H1118/H1118 1,123 (6,851) (2,844) (3,497) 1,903
Decrease/(increase) in trade
and other receivables /H1118/H1118/H1118/H1118/H111815,483 (9,446) (12,036) (4,265) (35,928)
Increase in trade and other
payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,608 16,268 68,404 61,971 32,515
(Decrease)/increase in
provisions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(76) 1,704 1,985 862 686
Increase in contract liabilities /H1118 1,902 7,303 2,578 5,010 4,452
Cash generated from
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,795 115,501 193,681 132,892 165,351
APPENDIX I ACCOUNTANTS’ REPORT
– I-41 –


--- page 484 ---
(c) 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 financial activities are liabilities for which cash flows were, or future cash
flows will be, classified in the Group’s consolidated cash flow statements as cash flows from financing activities.
Bank loans
Redeemable
preferred shares Lease liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000
(Note 21) (Note 27) (Note 25)
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 274,555 12,411 286,966----- -- ---- ----- -- ----
Changes from financing cash flows:
Proceeds from bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,850 – – 59,850
Capital element of lease rentals paid /H1118/H1118/H1118 – – (5,883) (5,883)
Interest element of lease rentals paid /H1118/H1118/H1118 – – (434) (434)
Interest of bank loans paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,203) – – (1,203)
Total changes from financing
cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,647 – (6,317) 52,330----- -- ---- ----- -- ----
Other changes:
Interest charges (Note 7(a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,203 25,585 434 27,222
Increase in lease liabilities from entering
into new leases during the year /H1118/H1118/H1118/H1118/H1118– – 1,753 1,753
Total other changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,203 25,585 2,187 28,975----- ------ ----- ------
At 31 December 2022 and
1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,850 300,140 8,281 368,271----- -- ---- ----- -- ----
Changes from financing cash flows:
Proceeds from bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,452 – – 29,452
Repayments of bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(59,850) – – (59,850)
Capital element of lease rentals paid /H1118/H1118/H1118 – – (6,042) (6,042)
Interest element of lease rentals paid /H1118/H1118/H1118 – – (593) (593)
Interest of bank loans paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,322) – – (1,322)
Total changes from financing
cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(31,720) – (6,635) (38,355)----- -- ---- ----- -- ----
Other changes:
Interest charges (Note 7(a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,322 25,585 593 27,500
Increase in lease liabilities from entering
into new leases during the year /H1118/H1118/H1118/H1118/H1118– – 12,268 12,268
Total other changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,322 25,585 12,861 39,768----- ------ ----- ------
At 31 December 2023 and 1 January
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,452 325,725 14,507 369,684----- -- ---- ----- -- ----
Changes from financing cash flows:
Proceeds from bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118169,591 – – 169,591
Repayments of bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(159,043) – – (159,043)
Capital element of lease rentals paid /H1118/H1118/H1118 – – (8,732) (8,732)
Interest element of lease rentals paid /H1118/H1118/H1118 – – (499) (499)
Interest of bank loans paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,788) – – (2,788)
Total changes from financing
cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,760 – (9,231) (1,471)
APPENDIX I ACCOUNTANTS’ REPORT
– I-42 –


--- page 485 ---
Bank loans
Redeemable
preferred shares Lease liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000
(Note 21) (Note 27) (Note 25)
Other changes:
Interest charges (Note 7(a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,788 25,385 499 28,672
Re-designation of redeemable preferred
shares to ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (2,682) – (2,682)
Increase in lease liabilities from entering
into new leases during the year /H1118/H1118/H1118/H1118/H1118– – 9,092 9,092
Total other changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,788 22,703 9,591 35,082
At 31 December 2024 and 1 January
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,000 348,428 14,867 403,295----- -- ---- ----- -- ----
Changes from financing cash flows:
Proceeds from bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,840 – – 24,840
Capital element of lease rentals paid /H1118/H1118/H1118 – – (3,277) (3,277)
Interest element of lease rentals paid /H1118/H1118/H1118 – – (328) (328)
Interest of bank loans paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(712) – – (712)
Total changes from financing
cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,128 – (3,605) 20,523
Other changes:
Interest charges (Note 7(a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118712 12,588 328 13,628
Total other changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118712 12,588 328 13,628
At 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,840 361,016 11,590 437,446
(d) Total cash outflow for leases
Amounts included in the consolidated cash flow statements for leases comprise the following:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Within operating cash flows /H1118/H1118/H1118/H11181,325 1,354 1,238 598 507
Within financing cash flows /H1118/H1118/H1118/H11186,317 6,635 9,231 5,935 3,605
7,642 7,989 10,469 6,533 4,112
21 BANK LOANS
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Secured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,200 – 24,840
Unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,850 25,252 40,000 40,000
59,850 29,452 40,000 64,840
As at 31 December 2022, the Group had unsecured bank loans of RMB29,850,000, bearing interest at 4.7%
per annum, which was guaranteed by the controlling shareholder of the Company. In addition, the Group had another
unsecured and unguaranteed bank loan of RMB30,000,000, bearing interest at 3.4% per annum.
APPENDIX I ACCOUNTANTS’ REPORT
– I-43 –


--- page 486 ---
As at 31 December 2023, the Group had a secured bank loan of RMB4,200,000, bearing interest at 3.15% per
annum. This loan was secured by the Group’s properties with carrying amount of RMB12,684,000 as at 31 December
2023. In addition, the Group had unsecured bank loans of RMB25,252,000, bearing interest at 3.6% per annum, of
which RMB5,252,000 was guaranteed by certain subsidiary of the Group.
As at 31 December 2024 and 30 June 2025, the Group had an unsecured bank loan of RMB40,000,000 bearing
interest at 3.1%, per annum, which was guaranteed by certain subsidiary of the Group and will be repaid within one
year upon drawn down.
As at 30 June 2025, the Group had a secured bank loan of RMB4,840,000, bearing interest at 3.10% per annum.
The loan was secured by the Group’s time deposits with carrying amount of RMB5,000,000 as at 30 June 2025. In
addition, the Group had another bank loan of RMB20,000,000 bearing a variable interest rate with reference to the
LPR per annum, which was secured by the leasehold land owned by the subsidiary of the Group and guaranteed by
the other subsidiary of the Group, and would be repaid upon the schedule agreed with the bank.
The analysis of the repayment schedule of bank loans is as follows:
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year or on demand /H1118/H1118/H1118/H1118/H111859,850 29,452 40,000 44,840----- ----- ----- -----
After 1 year but within 2 years /H1118/H1118/H1118/H1118 ––– 5 3 0
After 2 years but within 5 years /H1118/H1118/H1118 – – – 10,070
After 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 9,400
– – – 20,000----- ----- ----- -----
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,850 29,452 40,000 64,840
22 TRADE AND OTHER PAYABLES
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,084 59,397 82,638 128,533
Notes payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 13,700 42,447 38,959
Accrued salaries and employee
benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,516 11,643 16,960 10,673
Payables for property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,434 – – 449
Payables for listing expenses /H1118/H1118/H1118/H1118/H1118 – – 8,263 871
Other payables and accrued charges /H1118 11,624 14,223 17,059 20,397
82,658 98,963 167,367 199,882
All trade and other payables are expected to be settled within one year or are repayable on demand.
As of the end of each reporting period, the ageing analysis of trade payables based on the invoice date, is as
follows:
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 90 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,039 59,174 82,315 128,057
91 to 180 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,045 223 323 476
55,084 59,397 82,638 128,533
APPENDIX I ACCOUNTANTS’ REPORT
– I-44 –


--- page 487 ---
23 CONTRACT LIABILITIES
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Prepaid card (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,556 3,882 5,257
Advance receipts from customers for
sales (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,592 3,903 5,115 7,107
Customer loyalty program points
liability (iii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118372 1,808 2,848 3,933
1,964 9,267 11,845 16,297
(i) Redemption of prepaid cards for sales of goods through e-commerce channel is recognised as when the
related goods are accepted by customers.
(ii) The amounts of consideration received in advance as prepayments by distributors in the offline business
are short-term. And the respective revenue is expected to be recognised when the goods are delivered
and accepted by the distributors.
(iii) The Group operates a customer loyalty program for sales to customers where points can be earned by
customers and to be used to reduce the cost of future purchases. The contract liability in respect of
unredeemed customer loyalty points will be recognised as revenue when the points are redeemed by
those customers or expire, which is expected to occur before the end of the following year based on the
expiry terms of the loyalty points.
All of the contract liabilities are expected to be recognised as income within one year.
Movements in contract liabilities
Y ear ended 31 December
Six months ended
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At the beginning of the year/period /H1118/H1118/H1118/H1118/H111862 1,964 9,267 11,845
Net increase in contract liabilities during
the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,964 9,267 11,845 16,297
Decrease in contract liabilities as a result
of recognising revenue during the
year/period that was included in the
contract liabilities at the beginning of
the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(62) (1,964) (9,267) (11,845)
Balance at the end of the year/period /H1118/H1118/H1118/H11181,964 9,267 11,845 16,297
24 INCOME TAX IN THE CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(a) Income tax payable in the consolidated statements of financial position represent:
Y ear ended 31 December
Six months ended
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Balance at the beginning of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,838 9,019 26,462 31,896
Provision for current income tax for
the year/period (Note 8(a)) /H1118/H1118/H1118/H1118/H11189,433 36,477 58,705 39,620
Income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,252) (19,034) (53,271) (48,345)
Balance at the end of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,019 26,462 31,896 23,171
APPENDIX I ACCOUNTANTS’ REPORT
– I-45 –


--- page 488 ---
(b) Deferred tax assets/(liabilities) recognised:
The components of deferred tax assets/(liabilities) recognised in the consolidated statement of financial
position and the movements during the Track Record Period are as follows:
Financial
assets
measured
at FVTPL
(Note)
Deductible
losses
Right-of-
use assets
Lease
liabilities
Unrealised
profits
arising
from
intercompany
transactions
and others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Deferred tax assets/(liabilities) arising
from:
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,134 307 (1,738) 1,862 9 21,574
(Charged)/credited to profit or loss
(Note 8(a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(273) (1) 593 (620) 935 634
At 31 December 2022 and 1 January 2023 /H1118 20,861 306 (1,145) 1,242 944 22,208
(Charged)/credited to profit or loss
(Note 8(a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(268) 1,010 (1,583) 1,557 2,035 2,751
Effect on deferred tax balances resulting
from a change in tax rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(182) – (763) 828 365 248
At 31 December 2023 and 1 January 2024 /H1118 20,411 1,316 (3,491) 3,627 3,344 25,207
(Charged)/credited to profit or loss
(Note 8(a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(714) (1,316) (110) 90 2,565 515
At 31 December 2024 and 1 January 2025 /H1118 19,697 – (3,601) 3,717 5,909 25,722
(Charged)/credited to profit or loss
(Note 8(a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(334) – 879 (819) 1,130 856
At 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,363 – (2,722) 2,898 7,039 26,578
Note: Deferred tax assets arising from the financial assets measured at FVTPL represented deferred tax over
the temporary differences for fair value changes of the wealth management products invested by the
Group.
(c) Reconciliation to consolidated statements of financial position
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Total deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,353 28,698 29,323 29,300
Total deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118(1,145) (3,491) (3,601) (2,722)
Net deferred tax assets recognised in
the consolidated statement of
financial position /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,208 25,207 25,722 26,578
APPENDIX I ACCOUNTANTS’ REPORT
– I-46 –


--- page 489 ---
25 LEASE LIABILITIES
At the end of each reporting period, the lease liabilities were payable as follows:
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year or on demand /H1118/H1118/H1118/H1118/H11186,241 6,589 6,570 6,481---- ----- ---- ----
After 1 year but within 2 years /H1118/H1118/H1118/H11182,040 2,208 5,271 3,423
After 2 years but within 5 years /H1118/H1118/H1118 – 5,710 3,026 1,686
2,040 7,918 8,297 5,109---- ----- ---- ----
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,281 14,507 14,867 11,590
26 PROVISIONS
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Warranty /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,555 4,259 6,244 6,930
Set out below is the movement for the warranty provision during the Track Record Period.
Y ear ended 31 December
Six months ended
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At the beginning of the year/period /H1118 2,630 2,555 4,259 6,244
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118819 2,225 3,591 2,095
Utilised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(894) (521) (1,606) (1,409)
Balance at the end of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,555 4,259 6,244 6,930
The Group provides warranties to its customers on certain of its products, under which faulty products are
repaired or replaced. The amount of provision for the warranties is estimated based on sales volumes and past
experience of the level of repairs and returns. The estimation basis is reviewed on an ongoing basis and revised where
appropriate.
27 REDEEMABLE PREFERRED SHARES
The movement of the carrying amount of redeemable preferred shares is as follows.
Redeemable
preferred shares
RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118274,555
Interest expenses charged /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,585
At 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118300,140
Interest expenses charged /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,585
At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118325,725
Re-designation of redeemable preferred shares to ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,682)
Interest expenses charged /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,385
At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118348,428
Interest expenses charged /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,588
At 30 June 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/H1118/H1118/H1118361,016
APPENDIX I ACCOUNTANTS’ REPORT
– I-47 –


--- page 490 ---
In November 2020, January and August 2021, BeBeBus Technology completed the Series A, Series A+ and
Series B financing from certain third party investors through capital subscription of BeBeBus Technology’s registered
capital of RMB333,300, RMB302,260 and RMB273,644, respectively, with total consideration received amounting
to RMB206,299,000. In connection with the Series A+ and Series B financing, Mr. Wang Wei, together with certain
equity shareholders controlled by him, transferred their own equity interest in BeBeBus Technology with total
registered capital of RMB390,606 to the new investors with total consideration amounting to RMB51,320,000.
Pursuant to the investment agreements with the investors above, BeBeBus Technology granted redemption rights to
the investors whereby the total consideration paid by the investors are redeemable in cash by these investors when
certain conditions are met. Accordingly, the total consideration paid by the new investors were classified as financial
liabilities.
On 9 January 2024, as part of the Reorganisation, the Company reached a new agreement with these investors.
From January 2024 to April 2024, the Company allotted and issued a total of 6,222,000 Series A preferred shares,
11,511,800 Series A+ preferred shares and 7,818,400 Series B preferred shares with certain preferential rights
respectively, to replace the original shares issued by BeBeBus Technology. Besides, the previously issued and allotted
444,000 ordinary shares to one of investors on 2 August 2023 was re-designated into Series A preferred shares in
January 2024. The key preferential rights attributable to the investors are set out below.
In June 2024, one of the investors transferred 444,000 preferred shares with carrying amount of RMB2,682,000
to Mr. Wang Wei. The 444,000 preferred shares were then fully cancelled and re-designated to ordinary shares
pursuant to the shareholders’ resolution on 26 September 2024.
Redemption rights
The investors shall have the right to request the Company to redeem all or part of the issued and outstanding
shares upon the occurrence of certain contingent events including but not limited to the failure of a qualified IPO
before 30 June 2026 or shares sale by a specified date and any breaches of the agreements by the founders. The
redemption price is determined by the 100% of the issue price with a 10% per annum return calculated from the issue
date, plus any accrued but unpaid dividends upon maturity redemption event. As such, the balance of redeemable
preferred shares was reclassified from non-current liability to current liability as at 30 June 2025.
The redemption rights granted to the investors shall be suspended upon first submission of an IPO application
and will be automatically restored if such application is withdrawn or rejected.
Liquidation preference
In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary,
or in the event of any Deemed Liquidation Event, all assets and funds of the Company should be used to settle the
liquidation expenses, staff costs, social funds and statutory compensation, outstanding taxation expenses and the
debts of Company first. And then the remaining legally available for distribution shall be distributed at the issue price
of the preferred shares in the following order: (1) Series B preferred shares; (2) Series A and A+ preferred shares.
After the amounts of preferred shares have been paid in full, the remaining assets and funds of the Company available
for distribution shall be ratably distributed among all ordinary shareholders and preferred shareholders on an
as-converted basis.
A Deemed Liquidation Event includes (i) a sale or transfer of all or a significant portion of assets or business
of the Group, or (ii) a change in control of the Company upon a merger, acquisition, reorganisation or consolidation
of the Group.
The liquidation preference rights granted to the investors will be automatically terminated upon the completion
of a qualified IPO.
APPENDIX I ACCOUNTANTS’ REPORT
– I-48 –


--- page 491 ---
28 EQUITY-SETTLED SHARE-BASED PAYMENT
On 9 January 2021, BeBeBus Technology granted share options (the “2021 Options”) as equity-based awards
to qualified employees with the purpose of motivating and rewarding certain employees. The exercise price is nil and
the options were valid and effective for 10 years from the grant date of options. The 2021 Options shall vest upon
the completion of a qualified IPO.
In anticipation of the Listing and as part of the Reorganisation, in September 2024, the Company adopted a
Pre-IPO Share Option Scheme (the “Pre-IPO ESOP”) and granted 2,989,240 share options to entirely replace the
previous 2021 Options. As compared with those for the replaced share options, other than the change of issuer of
shares from BeBeBus Technology to the Company, there are no other changes in the terms of these new options. This
change constituted a modification of the 2021 Options without material change to the total fair value of the options
as at the modification date.
In addition, the Company granted additional 2,835,680 options under the Pre-IPO ESOP to other qualified
employees on 26 September 2024. The additional share options issued under the Pre-IPO plan requires the employees
to remain service for a 48 months period from the date of grant, and to meet certain performance conditions, along
with a qualified IPO of the Company. The additional options granted under the Pre-IPO ESOP have exercise price
of US$1.23 per share (equivalent to RMB8.64 per share) and are valid and effective for 10 years from the approval.
The terms and conditions of the grants are as follows:
Number of
instruments Vesting conditions
Contractual life
of options
Options granted to employees:
– In 2021, which were replaced with the
Pre-IPO ESOP options in 2024 /H1118/H1118/H1118/H1118/H1118/H1118
2,989,240 V est on a
qualified IPO
10 years
– In 2024 and 2025 under the Pre-IPO
ESOP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2,835,680 48 months from
the date of grant
and a qualified
IPO
10 years
Total share options granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,824,920
During the six months ended 30 June 2025, a total of 50,832 options were forfeited as two employees resigned
and left the Group and the Company then granted these options to a newly qualified employee, which has been
approved by the board of directors on 4 June 2025. There is no exercisable options at the end of each reporting period
as Company has not completed a qualified IPO.
During the years ended 31 December 2023 and 2024, 2,989,240 and 1,586,398 ordinary shares were issued and
allotted to WEILING HOLDING INC (“WEILING”) respectively. WEILING is wholly owned by Futu Trustee
Limited indirectly, the trustee of the Pre-IPO ESOP Trust (“Trustee”). Such shares will be distributed to the qualified
employees upon the exercise of the options granted under the Pre-IPO ESOP . The Trustee shall not exercise the voting
rights in respect of any shares held upon trust by WEILING.
Fair value of share options
The fair value of share options was estimated using the Binomial Option Pricing Model. The determination of
estimated fair value of the 2021 Options and new options issued in the Pre-IPO ESOP on the grant date is affected
by the fair value of the Company’s ordinary shares as well as assumptions regarding a number of complex and
subjective variables. These variables include the expected volatility of the shares of the Company over the expected
term of the options, actual and projected employee share option exercise behaviors, a risk-free interest rate and
expected dividends, if any. The grant date fair value of the share options was determined with the assistance of an
independent third-party valuation firm. The fair value of the ordinary shares was principally developed through the
application of the discounted cash flow (DCF) model. Based on fair value of the underlying ordinary shares, the
Group has used Binomial Optional Pricing Model to determine the fair value of the share option as at grant date.
APPENDIX I ACCOUNTANTS’ REPORT
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Key assumptions of the share options issued to the qualified employees in 2021 Options which was
subsequently replaced in 2024 are set as below.
As at 9 January 2021
(the grant date)
Risk-free interest rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.14%
Expected volatility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858.34%
Dividend yield /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180%
Exercise price /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Key assumptions of the share options issued to the other qualified employees in Pre-IPO ESOP in 2024 are
set as below.
As at 26 September 2024
(the grant date)
Risk-free interest rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.62%
Expected volatility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852.97%
Dividend yield /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180%
Exercise price /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118US$1.23
Key assumptions of the share options issued to the other qualified employee in Pre-IPO ESOP in 2025 are set
out below.
As at 4 June 2025
(the grant date)
Risk-free interest rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.52%
Expected volatility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855.68%
Dividend yield /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180%
Exercise price /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118US$1.23
29 CAPITAL, RESERVES AND DIVIDENDS
(a) Share capital and share premium
Number of
ordinary shares Share capital Share premium
US$’000 RMB’000 RMB’000
Ordinary shares, issued and
allotted:
At 1 January 2022, 31 December
2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118––––
Issue of ordinary shares upon the
incorporation of the Company /H1118/H1118/H111850,630,160 5 36 –
At 31 December 2023 and 1 January
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,630,160 5 36 –
Issue of ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,588,118 –* 3 –
Re-designation of ordinary shares to
redeemable preferred shares /H1118/H1118/H1118/H1118(444,000) (–*) (–*) –
Re-designation of redeemable
preference shares to ordinary
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118444,000 –* –* 2,682
At 31 December 2024 and 30 June
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,218,278 5 39 2,682
* The amount is under US$1,000/RMB1,000.
APPENDIX I ACCOUNTANTS’ REPORT
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On 2 August 2023, the Company was incorporated as an exempted company with limited liability in the
Cayman Islands with an authorised share capital of US$50,000 dividend into 500,000,000 shares with a par value of
US$0.0001 each. On 2 August 2023, a total of 50,630,160 ordinary shares were issued and allotted to the shareholders
at the incorporation date.
On 9 January 2024 and 22 April 2024, 1,228,840 and 772,880 ordinary shares were issued and allotted to two
investors respectively, and previously issued 444,000 ordinary shares were re-designated into Series A preferred
shares. On 26 September 2024, 1,586,398 ordinary shares were issued and allotted to WEILING.
As at 31 December 2023 and 2024 and 30 June 2025, included in the total number of ordinary shares in issue
of the Company, 2,989,240, 4,575,638 and 4,575,638 ordinary shares were held by WEILING respectively for the
Pre-IPO ESOP as set out in Note 28.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled
to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s
residual assets.
(b) 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 between the beginning and the end of the year are set out below:
Note
Share
capital
Share
premium
Share-based
payment
reserve
Other
reserve
Accumulated
loss Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 2 August 2023 (date of incorporation) /H1118/H1118/H1118 –– –– ––
Issue of ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(a) 36 – – (2) – 34
Balance at 31 December 2023 and 1 January
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836 – – (2) – 34
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (26,031) (26,031)
Other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 –– –– ––
Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 – – – – (26,031) (26,031)
Issue of ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(a) 3– – ( 1 ) –2
Equity-settled share-based transactions /H1118/H1118/H1118/H111828 – – 25,949 – – 25,949
Re-designation of redeemable preferred shares
to ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 – 2,682 – – – 2,682
Effect arising Reorganisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 – – – (368) – (368)
Balance at 31 December 2024 and 1 January
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839 2,682 25,949 (371) (26,031) 2,268
Loss for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (11,935) (11,935)
Other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 –– –– ––
Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 – – – – (11,935) (11,935)
Equity-settled share-based transactions /H1118/H1118/H1118/H1118 – – 15,406 – – 15,406
Balance at 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839 2,682 41,355 (371) (37,966) 5,739
APPENDIX I ACCOUNTANTS’ REPORT
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(c) Dividends
No dividend or distribution has been declared or made by the Company or any of the companies now
comprising the Group during the Track Record Period.
(d) Nature and purpose of reserves
(i) Share-based payments reserve
The share-based payments reserve represents the portion of the grant date fair value of share options granted
to a director and employees of the Group that has been recognised in accordance with the accounting policy adopted
for share-based payments reserve in Note 3(q)(ii).
(ii) Other reserve
The other reserve represents the deemed distribution arising from (i) the fair value of the additional
preferential rights granted for nil consideration upon the recognition of redeemable preferred shares; and (ii) tax
expenses arising from the Reorganisation paid by the Group for the shareholders. The details of redeemable preferred
shares is disclosed in Note 27.
(iii) Exchange reserve
The exchange reserve comprises all foreign exchange differences arising from the translation of the financial
statements of certain subsidiaries within the Group. The reserve is dealt with in accordance with the accounting
policies set out in Note 3(u).
(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 products and 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 shareholder 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.
30 FINANCIAL RISK MANAGEMENT AND FAIR V ALUES OF FINANCIAL INSTRUMENTS
Exposure to credit, liquidity and interest rate 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 and other receivables. The
Group’s exposure to credit risk arising from cash and cash equivalents is limited because the counterparties are banks
and financial institutions with high-credit-quality, for which the Group considers to have low credit risk.
Trade receivables
In respect of 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 due within 30 to 90 days from the date of billing. Normally, the Group does not obtain
collateral from debtors.
APPENDIX I ACCOUNTANTS’ REPORT
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The Group’s exposure to credit risk on trade receivables is influenced mainly by the individual characteristics
of each customer rather than the industry in which the customers operate and therefore significant concentrations of
credit risk primarily arise when the Group has significant exposure to individual debtors. As at 31 December 2022,
2023 and 2024 and 30 June 2025, 71%, 67%, 78% and 71% of total receivables were due from the Group’s largest
customer and 100%, 99%, 98% and 98% of the total trade receivables were due from the Group’s five largest
customers.
The Group measures loss allowances for trade receivables at an amount equal to lifetime ECLs, which is
calculated using a provision matrix. 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 as at 31 December 2022, 2023 and 2024:
As at 31 December 2022
Expected loss rate
Gross carrying
amount Loss allowance
% RMB’000 RMB’000
Within 90 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.50% 12,955 65
As at 31 December 2023
Expected loss rate
Gross carrying
amount Loss allowance
% RMB’000 RMB’000
Within 90 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.50% 26,790 134
As at 31 December 2024
Expected loss rate
Gross carrying
amount Loss allowance
% RMB’000 RMB’000
Within 90 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.50% 31,527 158
As at 30 June 2025
Expected loss rate
Gross carrying
amount Loss allowance
% RMB’000 RMB’000
Within 90 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.50% 71,823 359
Movement in the loss allowance account in respect of trade receivables during the Track Record Period is as
follows:
Y ear ended 31 December
Six months ended
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Balance at the beginning of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861 65 134 158
Loss allowance recognised /H1118/H1118/H1118/H1118/H1118/H111846 92 4 2 0 1
Balance at the end of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865 134 158 359
APPENDIX I ACCOUNTANTS’ REPORT
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Other receivables
Credit risk in respect of other receivables is limited since the balance mainly includes prepayments, deposits,
value-added-tax recoverable, and amounts due from related parties.
The Group has assessed that during the Track Record Period, other receivables have not had a significant
increase in credit risk since initial recognition. Thus, a 12-month expected credit loss approach that results from
possible default event within 12 months of each reporting date is adopted by management. The Group does not expect
any losses from non-performance by the counterparties of other receivables and no loss allowance provision for other
receivables was recognised.
(b) Liquidity risk
In management of liquidity risk, 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.
Historically, the Group has relied principally on both operational sources of cash and non-operational sources of
equity and debt financing to fund its operations and business development.
The Group considered historical cash requirements, working capital and capital expenditures plans, estimated
cash flows provided by operations, existing cash on hand as well as other key factors, including utilization of credit
facilities granted by financial institutions. Management believes the assumptions used in the cash forecast are
reasonable.
The following tables show the remaining contractual maturities at the end of the reporting period of the
Group’s 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 reporting date) and the earliest date the
Group and can be required to pay.
As at 31 December 2022
Contractual undiscounted cash flow
Within 1 year
or on demand
More than
1 year but less
than 2 years
More than
2 years but less
than 5 years Total
Carrying
amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861,024 – – 61,024 59,850
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H11186,485 2,090 – 8,575 8,281
Redeemable preferred
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 386,401 386,401 300,140
Trade and other payables /H1118 82,658 – – 82,658 82,658
150,167 2,090 386,401 538,658 450,929
As at 31 December 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 5 years Total
Carrying
amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,232 – – 30,232 29,452
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H11187,083 2,538 6,004 15,625 14,507
Redeemable preferred
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 386,401 386,401 325,725
Trade and other payables /H1118 98,963 – – 98,963 98,963
136,278 2,538 392,405 531,221 468,647
APPENDIX I ACCOUNTANTS’ REPORT
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As at 31 December 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 5 years Total
Carrying
amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,685 – – 40,685 40,000
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H11187,185 5,550 3,114 15,849 14,867
Redeemable preferred
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 386,401 – 386,401 348,428
Trade and other payables /H1118 167,367 – – 167,367 167,367
215,237 391,951 3,114 610,302 570,662
As at 30 June 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 5
years
More than
5 years Total
Carrying
amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,036 565 11,756 12,068 69,425 64,840
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H11186,927 3,581 1,713 – 12,221 11,590
Redeemable preferred
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118386,401 – – – 386,401 361,016
Trade and other
payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118199,882 – – – 199,882 199,882
638,246 4,146 13,469 12,068 667,929 637,328
(c) Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes
in market interest rates. The Group’s interest rate risk arises primarily from bank loss. Borrowings issued at fixed
rates expose the Group to fair value interest rate risk.
The following table details the interest rate profile of the Group’s borrowings at the end of the reporting period.
As at 31 December As at 30 June
2022 2023 2024 2025
Effective
interest rate RMB’000
Effective
interest rate RMB’000
Effective
interest rate RMB’000
Effective
interest rate RMB’000
Fixed rate
borrowings:
– Bank loans /H1118/H1118/H11183.40% –
4.70%
59,850 3.15% –
3.60%
29,452 3.10% 40,000 3.10% 44,840
– Lease
liabilities /H1118/H1118/H1118/H1118
4.90% 8,281 4.90% 14,507 4.90% –
5.88%
14,867 4.90% –
5.88%
11,590
– Redeemable
preferred
shares /H1118/H1118/H1118/H1118/H1118/H1118
10.00% 300,140 10.00% 325,725 10.00% 348,428 10.00% 361,016
368,271 369,684 403,295 417,446
V ariable rate
borrowings:
– Bank loans /H1118/H1118/H1118 –––––– 3.30% 20,000
APPENDIX I ACCOUNTANTS’ REPORT
– I-55 –


--- page 498 ---
It is estimated that a general increase/decrease of 50 basis points in interest rates, with all other variables held
constant, would have decreased/increased the Group’s profit after tax by approximately RMB1,243,000,
RMB1,137,000, RMB1,165,000 and RMB619,000 for the years ended 31 December 2022, 2023 and 2024 and six
months ended 30 June 2025.
(d) Currency risk
The Group’s businesses are principally conducted in RMB and most of the Group’s monetary assets and
liabilities are denominated in RMB. Accordingly, the directors consider the Group’s exposure to foreign currency risk
is not significant.
(e) Fair value measurement
(i) Financial instruments carried at fair value
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, categorised into the three-level fair value hierarchy as defined in HKFRS 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: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in active markets
for identical assets or liabilities at the measurement date
 Level 2: Fair value measured using Level 2 inputs i.e. observable inputs which fail to meet Level 1, and
not using significant unobservable inputs. Unobservable inputs are inputs for which market data are not
available
 Level 3: Fair value measured using significant unobservable inputs
The following table presents the Group’s financial assets that are measured at fair value at the end of each
reporting dates:
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets measured at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Level 3 – Wealth management
products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111873,593 36,637 31,039 152,285
During the Track Record Period, there were no transfers between Level 2 and Level 3. The Group’s policy is
to recognise transfers between levels of fair value hierarchy as at the end of reporting period in which they occur.
Information about Level 3 fair value measurements
Valuation
techniques
Significant
unobservable
inputs
As at 31 December As at 30 June
2022 2023 2024 2025
Wealth management
products /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Net asset
value
Expected
rate of
return
1.8% to
2.8%
2.2% to
2.8%
1.0% to
2.9%
0.7% to
2.5%
APPENDIX I ACCOUNTANTS’ REPORT
– I-56 –


--- page 499 ---
The fair values of wealth management products have been estimated using a discounted cash flow valuation
model based on assumptions that are not supported by observable market prices or rates. The valuation requires the
directors of the Company to make estimates about the expected future cash flows including expected future interest
return on maturity of the wealth management products. The directors of the Company believe that the estimated fair
values resulting from the valuation technique are reasonable, and that they were the most appropriate values at the
end of each of the reporting period.
As at 31 December 2022, 2023 and 2024 and 30 June 2025, if expected rate of return higher/lower by 0.5%,
fair value of financial assets at FVTPL would have been approximately RMB128,000, RMB131,000, RMB11,000 and
RMB70,000 higher/lower respectively.
The movements during the Track Record Period in the balance of the Level 3 fair value measurements are as
follows:
Financial assets
RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,279
Addition for purchase /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118188,100
Decrease from disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(138,606)
Changes in fair value recognised in profit or loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,820
At 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111873,593
Addition for purchase /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118313,400
Decrease from disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(351,429)
Changes in fair value recognised in profit or loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,073
At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,637
Addition for purchase /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118831,300
Decrease from disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(839,754)
Changes in fair value recognised in profit or loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,856
At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,039
Addition for purchase /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118738,900
Decrease from disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(619,011)
Changes in fair value recognised in profit or loss during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,357
At 30 June 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/H1118/H1118/H1118/H1118152,285
(ii) Fair value of financial assets and liabilities carried at other than fair value
The carrying amounts of all financial assets and liabilities measured at amortised cost are not materially
different from their fair values as at the end of each reporting period.
31 COMMITMENTS
Capital commitments outstanding as at 31 December 2022, 2023 and 2024 and 30 June 2025 not provided for
in the Historical Financial Information were as follows:
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Contracted for /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,000 27,590 155,450 129,752
APPENDIX I ACCOUNTANTS’ REPORT
– I-57 –


--- page 500 ---
32 MATERIAL RELATED PARTY TRANSACTIONS
(a) Key management personnel remuneration
Remuneration for key management personnel of the Group, including amounts paid to the Company’s directors
as disclosed in Note 9 and certain of the highest paid employees as disclosed in Note 10, is as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Salaries, allowances, and
benefits in kind /H1118/H1118/H1118/H1118/H1118/H11184,381 4,527 8,042 3,571 3,722
Discretionary bonus /H1118/H1118/H1118/H1118/H1118535 3,800 3,829 250 883
Contribution to defined
contribution retirement
plan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118152 172 212 96 87
Equity-settled share-based
payment expenses /H1118/H1118/H1118/H11182,987 2,987 7,266 24 13,492
8,055 11,486 19,349 3,941 18,184
(b) Name and relationship with related parties
The following individuals/companies are significant related parties of the Group that had transactions and/or
balances with the Group during the Track Record Period.
Name of party (i) Relationship
Mr. Wang Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Ultimate controlling shareholder of the Company
Aimu Jia Information Consulting (Shanghai)
Co., Ltd.ፔ༔(ɪऎ)ʮ̡/H1118/H1118/H1118/H1118/H1118/H1118
Associate of ultimate controlling shareholder
Aimujia Catering Management (Shanghai) Co., Ltd.
Ў͎̋᎛භ၍ଣ(ɪऎ)ʮ̡ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associate of ultimate controlling shareholder
(i) The English translation of the names is for reference only. The official names of these entities are in
Chinese.
(c) Material related party transactions
Particulars of material transactions between the Group and the above related parties during the Track Record
Period are as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Interest-free advances made to
Mr. Wang Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,700 10,489 1,434 190 –
Interest-free advances repaid by
Mr. Wang Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,858 12,949 6,815 2,154 –
Purchase of motor vehicles from
Mr. Wang Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,080 – – –
APPENDIX I ACCOUNTANTS’ REPORT
– I-58 –


--- page 501 ---
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Payment for the service received
– Aimu Jia Information
Consulting (Shanghai)
Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2 0 0–––
– Aimujia Catering Management
(Shanghai) Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 700 925 200 502
– 900 925 200 502
(d) Balances with related parties
Balances with related parties at the end of each reporting period are as follows:
At 31 December At 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Non-trade amounts due from:
Mr. Wang Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,842 5,342 – –
Aimujia Catering Management
(Shanghai) Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 100 175 273
7,842 5,442 175 273
The non-trade amounts due from the related party are expected to be settled prior to the Listing of the
Company.
(e) Bank loans guaranteed by related parties
Guarantee provided by the controlling shareholder of the Company relating to bank loan as at 31 December
2022 was disclosed in Note 21. The guarantee has been released as the loan was fully repaid in 2023.
33 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 HKICPA has issued a number of amendments, new standards and
interpretations, which are not yet effective for the Track Record Period and which have not been adopted in the
Historical Financial Information. These developments include the following which may be relevant to the Group:
Effective for accounting
periods beginning on or after
Amendments to HKFRS 9 and HKFRS 7, Contracts Referencing
Nature-dependent Electricity /H1118/H1118/H1118/H1118/H1118/H1118/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 January 2026
Amendments to HKFRS 9 and HKFRS 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
1 January 2026
Annual Improvements to HKFRS Accounting Standards – V olume 11 /H1118/H1118/H1118/H1118/H1118/H11181 January 2026
HKFRS 18, Presentation and Disclosure in Financial Statement /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 January 2027
HKFRS 19, Subsidiaries without Public Accountability: Disclosures /H1118/H1118/H1118/H1118/H1118/H1118/H11181 January 2027
Amendments to HKFRS 10 and HKAS 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
To be determined
APPENDIX I ACCOUNTANTS’ REPORT
– I-59 –


--- page 502 ---
The Group is in the process of making an assessment of what the impact of developments are expected to be
in the period of initial application. So far the Group has concluded that the adoption of them is unlikely to have a
significant impact on consolidated financial statements of the Group.
34 SUBSEQUENT EVENT
There were no material subsequent events after 30 June 2025 up to the date of this report.
SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company and its subsidiaries
comprising the Group in respect of any period subsequent to 30 June 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-60 –


--- page 503 ---
The following information does not form part of the Accountants’ Report received from
the Company’ s reporting accountants, KPMG, Certificated Public Accountants, Hong Kong, as
set out in Appendix I to the prospectus, and is included herein for illustrative purposes only.
The unaudited pro forma financial information should be read in conjunction with the section
headed “Financial information” in this prospectus and the Accountants’ Report set out in
Appendix I to this prospectus.
A UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET
TANGIBLE ASSETS
The following unaudited proforma statement of adjusted consolidated net tangible assets
of the Group prepared in accordance with paragraph 4.29 of the Listing Rules is to illustrate
the effect of the Global Offering on the consolidated net tangible liabilities of the Group
attributable to equity shareholders of the Company as at 30 June 2025 as if the Global Offering
had taken place on that date.
The unaudited pro forma statement of adjusted consolidated net tangible assets of the
Group has been prepared for illustrative purposes only and, because of its hypothetical nature,
it may not provide a true picture of the consolidated financial position of the Group had the
Global Offering been completed as at 30 June 2025 or at any future date.
Consolidated net
tangible liabilities
attributable to
equity shareholders
of the Company as
at 30 June 2025
Estimated net
proceeds from
the Global
Offering
Estimated impact
upon the
redesignation of
redeemable
preferred shares
Unaudited pro
forma adjusted
consolidated net
tangible assets
attributable to the
equity shareholders
of the Company
Unaudited pro forma
adjusted consolidated net
tangible assets attributable
to the equity shareholders
of the Company per share
RMB’000 RMB’000 RMB’000 RMB’000 RMB
HK$
equivalent
(Note 1) (Note 2) (Note 3) (Notes 4 and 5)
Based on an Offer
Price of HK$62.01
per Share /H1118/H1118/H1118/H1118/H1118 (5,144) 578,188 361,016 934,060 10.84 11.90
Based on an Offer
Price of HK$71.20
per Share /H1118/H1118/H1118/H1118/H1118 (5,144) 666,890 361,016 1,022,762 11.87 13.03
Notes:
1. The consolidated net tangible liabilities attributable to equity shareholders of the Company as at 30 June 2025
is calculated based on the consolidated total equity attributable to equity shareholders of the Company of
RMB21,136,000 as at 30 June 2025, less the intangible assets of RMB26,280,000 as at 30 June 2025, extracted
from the Accountants’ Report set out in Appendix I to the Prospectus.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 504 ---
2. The estimated net proceeds from the Global Offering are based on the expected issuance of 10,980,900 shares
and the indicative Offer Prices of HK$62.01 and HK$71.20 per Offer Share, being the lower end price and
higher end price of the stated Offer Price range, respectively, after deduction of estimated underwriting fees
and other related listing expenses paid or payable by the Group (excluding the listing expenses charged to
profit or loss during the Track Record Period of RMB19,717,000) and does not take into account of any shares
which may be issued upon the exercise of the Over-allotment Option and the options granted under the Pre-IPO
Share Option Scheme.
3. The estimated impact is calculated based on the redeemable preferred shares of RMB361,016,000 as at 30 June
2025 (as set out in Note 27 to the Historical Financial Information included in the Accountants’ Report in
Appendix I to this prospectus). Upon the Listing and completion of the Global Offering, all special rights of
the preferred shares will terminate and the redeemable preferred shares will be converted into the ordinary
shares on a one-to-one basis by way of re-designation and re-classification from the liabilities to equity.
4. The unaudited pro forma adjusted consolidated net tangible assets attributable to equity shareholders of the
Company per Share are arrived at after the above adjustments and on the basis that 86,175,740 shares
(excluding 4,575,638 shares held by WEILING HOLDING INC for the Pre-IPO Share Option scheme as shown
in Note 29(a) to the Accountants’ Report set out in Appendix I to this prospectus) are expected to be in issue
immediately following the completion of the Global Offering and assuming that the Global Offering had been
completed on 30 June 2025 without taking into account of the Shares which may be issued upon exercise of
the Over-allotment Option and the options granted under the Pre-IPO Share Option Scheme.
5. For illustrative purpose, the estimated net proceeds from the Global Offering are converted from Hong Kong
dollar into Renminbi and the unaudited pro forma adjusted consolidated net tangible assets attributable to
equity shareholders of the Company per Share is converted from the Renminbi into Hong Kong dollar at a rate
of HK$1 = RMB0.91094, being the PBOC rate prevailing on 8 September 2025. No representation is made that
the Hong Kong Dollars amounts have been, could have been or may be converted into Renminbi, or vice versa
at that rate.
6. No adjustment has been made to reflect any trading result or other transactions of the Group entered into
subsequent to 30 June 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 505 ---
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 Butong Group
We have completed our assurance engagement to report on the compilation of pro forma
financial information of BUTONG GROUP (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 30 June 2025 and related notes as set out in Part A of
Appendix II to the prospectus dated 15 September 2025 (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 ordinary shares of the Company (the “Global Offering”)
on the Group’s financial position as at 30 June 2025 as if the Global Offering had taken place
at 30 June 2025. As part of this process, information about the Group’s financial position as
at 30 June 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.
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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.
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 30 June 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.
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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.
We make no comments regarding the reasonableness of the amount of net proceeds from
the issuance of the Company’s 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.
Certified Public Accountants
Hong Kong
15 September 2025
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Set out below is a summary of certain provisions of the constitution of the Company and
certain aspects of the company laws of the Cayman Islands.
The Company was incorporated in the Cayman Islands as an exempted company with
limited liability on August 2, 2023 under the Cayman Companies Act. The Company’s
constitutional documents consist of the Memorandum of Association and the Articles of
Association.
1. MEMORANDUM OF ASSOCIATION
The Memorandum provides, inter alia , that the liability of the members of the Company
is limited, that the objects for which the Company is established are unrestricted (and therefore
include acting as an investment holding company) and that the Company shall have full power
and authority to carry out any object not prohibited by the Cayman Companies Act or any other
law of the Cayman Islands.
2. ARTICLES OF ASSOCIATION
The Articles were conditionally adopted on July 22, 2025 and will become effective on
the Listing Date. A summary of certain provisions of the Articles is set out below.
2.1 Shares
(a) Classes of Shares
The share capital of the Company consists of a single class of ordinary shares.
(b) V ariation of Rights of Existing Shares or Classes of Shares
If at any time the share capital of the Company is divided into different classes of Shares,
all or any of the rights attached to any class of Shares for the time being issued (unless
otherwise provided by the terms of issue of the Shares of that class) may, whether or not the
Company is being wound up, be varied with the consent in writing of the holders of at least
three-fourths of the issued Shares of that class, or with the approval of a resolution passed by
at least three-fourths of the votes cast by the holders of the Shares of that class present and
voting in person or by proxy at a separate meeting of such holders. The provisions of the
Articles relating to general meetings shall apply mutatis mutandis to every such separate
meeting, except that the necessary quorum shall be two persons together holding (or, in the
case of a member being a corporation, by its duly authorized representative), or representing
by proxy, at least one-third of the issued Shares of that class. Every holder of Shares of the
class shall be entitled on a poll to one vote for every such Share held by him, and any holder
of Shares of the class present in person or by proxy may demand a poll.
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For the purposes of a separate class meeting, the Board may treat two or more classes of
Shares as forming one class of Shares if the Board considers that such classes of Shares would
be affected in the same way by the proposals under consideration, but in any other case shall
treat them as separate classes of Shares.
Any rights conferred upon the holders of Shares of any class shall not, unless otherwise
expressly provided in the rights attaching to the terms of issue of the Shares of that class, be
deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.
(c) Alteration of Capital
The Company may by ordinary resolution:
(i) increase its share capital by the creation of new Shares of such amount and with such
rights, priorities and privileges attached to such Shares as it may determine;
(ii) consolidate and divide all or any of its share capital into Shares of a larger amount
than its existing Shares. On any consolidation of fully paid Shares and division into
Shares of a larger amount, the Board may settle any difficulty which may arise as
it thinks expedient and, in particular (but without prejudice to the generality of the
foregoing), may as between the holders of Shares to be consolidated determine
which particular Shares are to be consolidated into a consolidated Share, and if it
shall happen that any person shall become entitled to fractions of a consolidated
Share or Shares, such fractions may be sold by some person appointed by the Board
for that purpose and the person so appointed may transfer the Shares so sold to the
purchaser(s) thereof and the validity of such transfer shall not be questioned, and the
net proceeds of such sale (after deduction of the expenses of such sale) may either
be distributed among the persons who would otherwise be entitled to a fraction or
fractions of a consolidated Share or Shares rateably in accordance with their rights
and interests or may be paid to the Company for the Company’s benefit;
(iii) sub-divide its Shares or any of them into Shares of an amount smaller than that fixed
by the Memorandum; and
(iv) cancel any Shares which, as at the date of passing of the resolution, have not been
taken or agreed to be taken by any person and diminish the amount of its share
capital by the amount of the Shares so cancelled.
The Company may by special resolution reduce its share capital or any undistributable
reserve, subject to the provisions of the Cayman Companies Act.
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(d) Transfer of Shares
Subject to the terms of the Articles, any member of the Company may transfer all or any
of his Shares by an instrument of transfer. If the Shares in question were issued in conjunction
with rights, options, warrants or units issued pursuant to the Articles on terms that one cannot
be transferred without the other, the Board shall refuse to register the transfer of any such Share
without evidence satisfactory to it of the like transfer of such right, option, warrant or unit.
Subject to the Articles and the requirements of the Stock Exchange, all transfers of Shares
shall be effected by an instrument of transfer in the usual or common form or in such other
form as the Board may approve and may be under hand or, if the transferor or transferee is a
recognized clearing house or its nominee(s), under hand or by machine imprinted signature, or
by such other manner of execution as the Board may approve from time to time.
Execution of the instrument of transfer shall be by or on behalf of the transferor and the
transferee, provided that the Board may dispense with the execution of the instrument of
transfer by the transferor or transferee or accept mechanically executed transfers. The
transferor shall be deemed to remain the holder of a Share until the name of the transferee is
entered in the register of members of the Company in respect of that Share.
Subject to the provisions of the Cayman Companies Act, if the Board considers it
necessary or appropriate, the Company may establish and maintain a branch register or
registers of members at such location or locations within or outside the Cayman Islands as the
Board thinks fit. The Board may, in its absolute discretion, at any time transfer any Share on
the principal register to any branch register or any Share on any branch register to the principal
register or any other branch register.
The Board may, in its absolute discretion, decline to register a transfer of any Share (not
being a fully paid Share) to a person of whom it does not approve or on which the Company
has a lien, or a transfer of any Share issued under any share option scheme upon which a
restriction on transfer subsists or a transfer of any Share to more than four joint holders. It may
also decline to recognize any instrument of transfer if the proposed transfer does not comply
with the Articles or any requirements of the Listing Rules.
The Board may decline to recognize any instrument of transfer unless a certain fee, up to
such maximum sum as the Stock Exchange may determine to be payable, is paid to the
Company, the instrument of transfer is properly stamped (if applicable), is in respect of only
one class of Share and is lodged at the relevant registration office or the place at which the
principal register is located accompanied by the relevant share certificate(s) and such other
evidence as the Board may reasonably require is provided to show the right of the transferor
to make the transfer (and if the instrument of transfer is executed by some other person on his
behalf, the authority of that person so to do).
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The register of members may, subject to the Listing Rules and the relevant section of the
Companies Ordinance, be closed at such time or for such period not exceeding in the whole
30 days in each year as the Board may determine (or such longer period as the members of the
Company may by ordinary resolution determine, provided that such period shall not be
extended beyond 60 days in any year).
Fully paid Shares shall be free from any restriction on transfer (except when permitted by
the Stock Exchange) and shall also be free from all liens.
(e) Redemption of Shares
Subject to the provisions of the Cayman Companies Act, the Listing Rules and any rights
conferred on the holders of any Shares or attaching to any class of Shares, the Company may
issue Shares that are to be redeemed or are liable to be redeemed at the option of the members
or the Company. The redemption of such Shares shall be effected in such manner and upon such
other terms as the Company may by special resolution determine before the issue of such
Shares.
(f) Power of the Company to Purchase its own Shares
Subject to the Cayman Companies Act, or any other law or so far as not prohibited by any
law and subject to any rights conferred on the holders of any class of Shares, the Company
shall have the power to purchase or otherwise acquire all or any of its own Shares (which
includes redeemable Shares), provided that the manner and terms of purchase have first been
authorized by ordinary resolution and that any such purchase shall only be made in accordance
with the relevant code, rules or regulations issued from time to time by the Stock Exchange
and/or the SFC from time to time in force.
(g) Power of any Subsidiary of the Company to own Shares in the Company
There are no provisions in the Articles relating to the ownership of Shares in the Company
by a subsidiary.
(h) Calls on Shares and Forfeiture of Shares
Subject to the terms of allotment and issue of any Shares (if any), the Board may, from
time to time, make such calls as it thinks fit upon the members in respect of any monies unpaid
on the Shares held by them (whether in respect of par value or share premium). A member who
is the subject of the call shall (subject to receiving at least 14 clear days’ notice specifying the
time or times for payment) pay to the Company at the time or times so specified the amount
called on his Shares. A call may be made payable either in one sum or by instalments, and shall
be deemed to have been made at the time when the resolution of the Board authorizing such
call was passed. The joint holders of a Share shall be severally as well as jointly liable for the
payment of all calls and instalments due in respect of such Share.
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If a call remains unpaid after it has become due and payable, the member from whom the
sum is due shall pay interest on the unpaid amount at such rate as the Board shall determine
(together with any expenses incurred by the Company as a result of such non-payment) from
the day it became due and payable until it is paid, but the Board may waive payment of such
interest or expenses in whole or in part.
If a member fails to pay any call or instalment of a call after it has become due and
payable, the Board may, for so long as any part of the call or instalment remains unpaid, give
to such member not less than 14 clear days’ notice requiring payment of the unpaid amount
together with any interest which may have accrued and which may still accrue up to the date
of payment (together with any expenses incurred by the Company as a result of such
non-payment). The notice shall specify a further day on or before which the payment required
by the notice is to be made. The notice shall also state that, in the event of non-payment at or
before the appointed time, the Shares in respect of which the call was made will be liable to
be forfeited.
If such notice is not complied with, any Share in respect of which the notice was given
may, before the payment required by the notice has been made, be forfeited by a resolution of
the Board. Such forfeiture shall include all dividends, other distributions and other monies
payable in respect of the forfeited Share and not paid before the forfeiture.
A person whose Shares have been forfeited shall cease to be a member in respect of the
forfeited Shares, shall surrender to the Company for cancellation the certificate(s) for the
Shares forfeited and shall remain liable to pay to the Company all monies which, as at the date
of forfeiture, were payable by him to the Company in respect of the Shares together with (if the
Board shall in its discretion so require) interest thereon from the date of forfeiture until the date
of payment as the Board may determine and any expenses incurred by the Company as a result
of such non-payment.
2.2 Directors
(a) Appointment, Retirement and Removal
The Company may by ordinary resolution of the members elect any person to be a
Director. The Board may also appoint any person to be a Director at any time, either to fill a
casual vacancy or as an additional Director subject to any maximum number fixed by the
members in general meeting or the Articles. Any Director so appointed shall hold office only
until the first annual general meeting of the Company after his appointment and shall then be
eligible for re-election at such meeting. Any Director so appointed by the Board shall not be
taken into account in determining the Directors or the number of Directors who are to retire
by rotation at an annual general meeting.
There is no shareholding qualification for Directors nor is there any specified age limit
for Directors.
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The members may by ordinary resolution remove any Director (including a managing or
executive Director) before the expiration of his term of office, notwithstanding anything in the
Articles or any agreement between the Company and such Director, and may by ordinary
resolution elect another person in his stead. Nothing shall be taken as depriving a Director so
removed of any compensation or damages payable to such Director in respect of the
termination of his appointment as Director or of any other appointment or office as a result of
the termination of his appointment as Director.
The office of a Director shall be vacated if:
(i) the Director gives notice in writing to the Company that he resigns from his office
as Director;
(ii) the Director is absent, without being represented by proxy or an alternate Director
appointed by him, for a continuous period of 12 months without special leave of
absence from the Board, and the Board passes a resolution that he has by reason of
such absence vacated his office;
(iii) the Director becomes bankrupt or has a receiving order made against him or
suspends payment or compounds with his creditors generally;
(iv) the Director dies or an order is made by any competent court or official on the
grounds that he is or may be suffering from mental disorder or is otherwise
incapable of managing his affairs and the Board resolves that his office be vacated;
(v) the Director is prohibited from being or ceases to be a Director by operation of law;
(vi) the Director has been required by the Stock Exchange to cease to be a Director or
no longer qualifies to be a Director pursuant to the Listing Rules; or
(vii) the Director is removed from office by notice in writing served upon him signed by
not less than three-fourths in number (or, if that is not a round number, the nearest
lower round number) of the Directors (including himself) then in office.
At each annual general meeting, one-third of the Directors for the time being shall retire
from office by rotation. If the number of Directors is not a multiple of three, then the number
nearest to but not less than one-third shall be the number of retiring Directors, provided that
every Director shall be subject to retirement by rotation at least once every three years. The
Directors to retire at each annual general meeting shall be those who have been in office
longest since their last re-election or appointment and, as between persons who became or were
last re-elected Directors on the same day, those to retire shall (unless they otherwise agree
among themselves) be determined by lot.
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(b) Power to Allot and Issue Shares and other Securities
Subject to the provisions of the Cayman Companies Act, the Memorandum and Articles
and, where applicable, the Listing Rules, and without prejudice to any rights or restrictions for
the time being attached to any Shares, the Board may allot, issue, grant options over or
otherwise dispose of Shares with or without preferred, deferred or other rights or restrictions,
whether with regard to dividend, voting, return of capital or otherwise, to such persons, at such
times, for such consideration and on such terms and conditions as it in its absolute discretion
thinks fit, provided that no Shares shall be issued at a discount to their par value.
The Company may issue rights, options, warrants or convertible securities or securities of
a similar nature conferring the right upon the holders thereof to subscribe for, purchase or
receive any class of Shares or other securities in the Company on such terms as the Board may
from time to time determine.
Neither the Company nor the Board shall be obliged, when making or granting any
allotment of, offer of, option over or disposal of Shares, to make, or make available, any such
allotment, offer, option or Shares to members or others whose registered addresses are in any
particular territory or territories where, in the absence of a registration statement or other
special formalities, this is or may, in the opinion of the Board, be unlawful or impracticable.
However, no member affected as a result of the foregoing shall be, or be deemed to be, a
separate class of members for any purpose whatsoever.
(c) Power to Dispose of the Assets of the Company or any of its Subsidiaries
Subject to the provisions of the Cayman Companies Act, the Memorandum and Articles
and any directions given by special resolution of the Company, the Board may exercise all
powers and do all acts and things which may be exercised or done by the Company to dispose
of the assets of the Company or any of its subsidiaries. No alteration to the Memorandum or
Articles and no direction given by special resolution of the Company shall invalidate any prior
act of the Board which would have been valid if such alteration or direction had not been made
or given.
(d) Borrowing Powers
The Board may exercise all the powers of the Company to raise or borrow money, secure
the payment of any sum or sums of money for the purposes of the Company, mortgage or
charge all or any part of its undertaking, property and uncalled capital of the Company, and,
subject to the Cayman Companies Act, issue debentures, debenture stock, bonds and other
securities, whether outright or as collateral security for any debt, liability or obligation of the
Company or of any third party.
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(e) Remuneration
A Director shall be entitled to receive such sums as shall from time to time be determined
by the Board or the Company in general meetings. The Directors shall also be entitled to be
repaid all expenses reasonably incurred by them in connection with attendance at meetings of
the Board or committees of the Board, or general meetings of the Company or separate
meetings of the holders of any class of Shares or debentures of the Company, or otherwise in
connection with the business of the Company and the discharge of their duties as Directors,
and/or to receive fixed allowances in respect thereof as may be determined by the Board.
The Board or the Company in general meetings may also approve additional remuneration
to any Director for any services which in the opinion of the Board or the Company in general
meetings go beyond such Director’s ordinary routine work as a Director.
(f) Compensation or Payments for Loss of Office
There are no provisions in the Articles relating to compensation or payment for loss of
office.
(g) Loans to Directors
There are no provisions in the Articles relating to making of loans to Directors.
(h) Disclosure of Interest in Contracts with the Company or any of its Subsidiaries
With the exception of the office of auditor of the Company, a Director may hold any other
office or place of profit with the Company in conjunction with his office of Director for such
period and upon such terms as the Board may determine, and may be paid such extra
remuneration for that other office or place of profit, in whatever form, in addition to any
remuneration provided for by or pursuant to the Articles. A Director may be or become a
director, officer or member of any other company in which the Company may be interested, and
shall not be liable to account to the Company or the members for any remuneration or other
benefits received by him as a director, officer or member of such other company.
No person shall be disqualified from the office of Director or alternate Director or
prevented by such office from contracting with the Company, nor shall any such contract or any
other contract or transaction entered into by or on behalf of the Company in which any Director
or alternate Director is in any way interested be or be liable to be avoided, nor shall any
Director or alternate Director so contracting or being so interested be liable to account to the
Company for any profit realized by or arising in connection with any such contract or
transaction by reason of such Director or alternate Director holding such office or of the
fiduciary relationship established by it, provided that the nature of interest of any Director or
alternate Director in any such contract or transaction shall be disclosed by such Director or
alternate Director at or prior to the consideration and vote thereon.
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A Director shall not vote on (or be counted in the quorum in relation to) any resolution
of the Board in respect of any contract or arrangement or other proposal in which he or any of
his close associate(s) has a material interest, and if he shall do so his vote shall not be counted
and he shall not be counted in the quorum for such resolution. This prohibition shall not apply
to any of the following matters:
(i) the giving of any security or indemnity to the Director or his close associate(s) in
respect of money lent or obligations incurred or undertaken by him or any of them
at the request of or for the benefit of the Company or any of its subsidiaries;
(ii) the giving of any security or indemnity to a third party in respect of a debt or
obligation of the Company or any of its subsidiaries for which the Director or his
close associate(s) has/have himself/themselves assumed responsibility in whole or
in part whether alone or jointly under a guarantee or indemnity or by the giving of
security;
(iii) any proposal concerning an offer of Shares, debentures or other securities of or by
the Company or any other company which the Company may promote or be
interested in for subscription or purchase, where the Director or his close
associate(s) is/are or is/are to be interested as a participant in the underwriting or
sub- underwriting of the offer;
(iv) any proposal or arrangement concerning the benefit of employees of the Company
or any of its subsidiaries, including the adoption, modification or operation of (A)
any employees’ share scheme or any share incentive or share option scheme under
which the Director or his close associate(s) may benefit or (B) any pension fund or
retirement, death or disability benefits scheme which relates to the Director, his
close associates and employees of the Company or any of its subsidiaries and does
not provide in respect of any Director or his close associate(s) any privilege or
advantage not generally accorded to the class of persons to which such scheme or
fund relates; and
(v) any contract or arrangement in which the Director or his close associate(s) is/are
interested in the same manner as other holders of Shares, debentures or other
securities of the Company by virtue only of his/their interest in those Shares,
debentures or other securities.
2.3 Proceedings of the Board
The Board may meet anywhere in the world for the despatch of business and may adjourn
and otherwise regulate its meetings as it thinks fit. Unless otherwise determined, two Directors
shall be a quorum. Questions arising at any meeting shall be determined by a majority of votes.
In the case of an equality of votes, the chairman of the meeting shall have a second or casting
vote.
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2.4 Alterations to the Constitutional Documents and the Company’s Name
The Memorandum and Articles may only be altered or amended, and the name of the
Company may only be changed, by special resolution of the Company.
2.5 Meetings of Members
(a) Special and Ordinary resolutions
A special resolution must be passed by a majority of not less than two-thirds (other than
in relation to any resolution approving changes to the Company’s constitutional documents or
a voluntary winding up of the Company, in which case a special resolution must be passed by
a majority of not less than three-fourths) of the voting rights held by such members as, being
entitled so to do, vote in person or by proxy or, in the case of any members which is a
corporation, by its duly authorized representative(s) or by proxy, at a general meeting of which
notice specifying the intention to propose the resolution as a special resolution has been duly
given. A special resolution may also be approved in writing by all the members entitled to vote
at a general meeting in one or more instruments each signed by one or more of such members.
An ordinary resolution, in contrast, is a resolution passed by a simple majority of the
voting rights held by such members as, being entitled to do so, vote in person or by proxy or,
in the case of any member which is a corporation, by its duly authorized representative(s) or
by proxy, at a general meeting. An ordinary resolution may also be approved in writing by all
the members entitled to vote at a general meeting in one or more instruments each signed by
one or more of such members.
The provisions of special resolutions and ordinary resolutions shall apply mutatis
mutandis to any resolutions passed by the holders of any class of shares.
(b) V oting Rights and Right to Demand a Poll
Subject to any rights, restrictions or privileges as to voting for the time being attached to
any class or classes of Shares, at any general meeting: (a) on a poll every member present in
person (or, in the case of a member being a corporation, by its duly authorized representative)
or by proxy shall have one vote for every Share and (b) on a show of hands every member who
is present in person (or, in the case of a member being a corporation, by its duly authorized
representative) or by proxy shall have one vote.
In the case of joint holders, the vote of the senior holder who tenders a vote, whether in
person or by proxy shall be accepted to the exclusion of the votes of the other join holders, and
seniority shall be determined by the order in which the names of the holders stand in the
register of members of the Company.
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No person shall be counted in a quorum or be entitled to vote at any general meeting
unless he is registered as a member on the record date for such meeting, nor unless all calls
or other monies then payable by him in respect of the relevant Shares have been paid.
At any general meeting a resolution put to the vote of the meeting shall be decided by way
of poll save that the chairman of the meeting may, pursuant to the Listing Rules, allow a
resolution which relates purely to a procedural or administrative matter to be voted on by a
show of hands.
Any corporation or other non-natural person which is a member of the Company may in
accordance with its constitutional documents, or in the absence of such provision by resolution
of its directors or other governing body or by power of attorney, authorize such person as it
thinks fit to act as its representative at any meeting of the Company or of any class of members,
and the person so authorized shall be entitled to exercise the same powers as the corporation
or other non-natural person could exercise as if it were a natural person member of the
Company.
If a recognized clearing house or its nominee(s) is a member of the Company, it may
appoint proxies or authorize such person or persons as it thinks fit to act as its
representative(s), who enjoy rights equivalent to the rights of other members, at any meeting
of the Company (including but not limited to general meetings and creditors meetings) or at
any meeting of any class of members of the Company, provided that if more than one person
is so authorized, the authorization shall specify the number and class of Shares in respect of
which each such person is so authorized. A person so authorized shall be entitled to exercise
the same rights and powers on behalf of the recognized clearing house or its nominee(s) as if
such person were a natural person member of the Company, including the right to speak and
vote individually on a show of hands or on a poll.
All members of the Company (including a member which is a recognized clearing house
(or its nominee(s))) shall have the right to (i) speak at a general meeting and (ii) and vote at
a general meeting except where a member is required by the Listing Rules to abstain from
voting to approve the matter under consideration. Where any member is, under the Listing
Rules, required to abstain from voting on any particular resolution or restricted to voting only
for or only against any particular resolution, any votes cast by or on behalf of such member in
contravention of such requirement or restriction shall not be counted.
(c) Annual General Meetings and Extraordinary General Meetings
The Company must hold a general meeting as its annual general meeting in each financial
year. Such meeting shall be specified as such in the notices calling it, and must be held within
six months after the end of the Company’s financial year. A meeting of the members or any
class thereof may be held by telephone, tele-conferencing or other electronic means, provided
that all participants are able to communicate contemporaneously with one another, and
participation in a meeting in such manner shall constitute presence at such meetings.
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The Board may convene an extraordinary general meeting whenever it thinks fit. In
addition, one or more members holding, as at the date of deposit of the requisition, in aggregate
not less than one-tenth of the voting rights (on a one vote per Share basis) in the share capital
of the Company may make a requisition to convene an extraordinary general meeting and/or
add resolutions to the agenda of a meeting. Such requisition, which must state the objects and
the resolutions to be added to the agenda of the meeting and must be signed by the
requisitionists, shall be deposited at the principal place of business of the Company in Hong
Kong or, in the event the Company ceases to have such a principal place of business, the
registered office of the Company. If the Board does not within 21 days from the date of deposit
of such requisition duly proceed to convene a general meeting to be held within the following
21 days, the requisitionists or any of them representing more than one-half of the total voting
rights of all the requisitionists may themselves convene a general meeting, but any such
meeting so convened shall be held no later than the day falling three months after the expiration
of the said 21-day period. A general meeting convened by requisitionists shall be convened in
the same manner as nearly as possible as that in which general meetings are to be convened
by the Board, and all reasonable expenses incurred by the requisitionists shall be reimbursed
to the requisitionists by the Company.
(d) Notices of Meetings and Business to be Conducted
An annual general meeting of the Company shall be called by at least 21 days’ notice in
writing, and any other general meeting of the Company shall be called by at least 14 days’
notice in writing. The notice shall be exclusive of the day on which it is served or deemed to
be served and of the day for which it is given, and must specify the date, time, place and agenda
of the meeting, the particulars of the resolution(s) to be considered at the meeting and the
general nature of the business to be considered at the meeting.
Except where otherwise expressly stated, any notice or document (including a share
certificate) to be given or issued under the Articles shall be in writing, and may be served by
the Company on any member personally, by post to such member’s registered address, (to the
extent permitted by the Listing Rules and all applicable laws and regulations) by electronic
means or (in the case of a notice) by advertisement published in the manner prescribed under
the Listing Rules.
Notwithstanding that a meeting of the Company is called by shorter notice than as
specified above, if permitted by the Listing Rules, such meeting may be deemed to have been
duly called if it is so agreed:
(i) in the case of an annual general meeting, by all members of the Company entitled
to attend and vote thereat; and
(ii) in the case of an extraordinary general meeting, by a majority in number of the
members having a right to attend and vote at the meeting holding not less than 95%
of the total voting rights held by such members.
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If, after the notice of a general meeting has been sent but before the meeting is held, or
after the adjournment of a general meeting but before the adjourned meeting is held (whether
or not notice of the adjourned meeting is required), the Board in its absolute discretion consider
that it is impractical or unreasonable for any reason to hold a general meeting on the date or
at the time and place specified in the notice calling such meeting, it may change or postpone
the meeting to another date, time and place.
The Board also has the power to provide in every notice calling a general meeting that
in the event of a gale warning, a black rainstorm warning or extreme conditions is/are in force
at any time on the day of the general meeting (unless such warning is cancelled at least a
minimum period of time prior to the general meeting as the Board may specify in the relevant
notice), the meeting shall be postponed without further notice to be reconvened on a later date.
Where a general meeting is postponed:
(i) the Company shall endeavor to cause a notice of such postponement, which shall set
out the reason for the postponement in accordance with the Listing Rules, to be
placed on the Company’s website and published on the Stock Exchange’s website as
soon as practicable, provided that failure to place or publish such notice shall not
affect the automatic postponement of a general meeting due to a gale warning, a
black rainstorm warning or extreme conditions being in force on the day of the
general meeting;
(ii) the Board shall fix the date, time and place for the reconvened meeting and at least
seven clear days’ notice shall be given for the reconvened meeting. Such notice shall
specify the date, time and place at which the postponed meeting will be reconvened
and the date and time by which proxies shall be submitted in order to be valid at such
reconvened meeting (provided that any proxy submitted for the original meeting
shall continue to be valid for the reconvened meeting unless revoked or replaced by
a new proxy); and
(iii) only the business set out in the notice of the original meeting shall be considered at
the reconvened meeting, and notice given for the reconvened meeting does not need
to specify the business to be considered at the reconvened meeting, nor shall any
accompanying documents be required to be recirculated. Where any new business is
to be considered at such reconvened meeting, the Company shall give a fresh notice
for such reconvened meeting in accordance with the Articles.
(e) Quorum for Meetings and Separate Class Meetings
No business shall be considered at any general meeting unless a quorum is present when
the meeting proceeds to business, and continues to be present until the conclusion of the
meeting.
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The quorum for a general meeting shall be two members present in person (or in the case
of a member being a corporation, by its duly authorized representative) or by proxy and entitled
to vote. In respect of a separate class meeting (other than an adjourned meeting) convened to
approve the variation of class rights, the necessary quorum shall be two persons holding or
representing by proxy not less than one-third of the issued Shares of that class.
(f) Proxies
Any member of the Company (including a member which is a recognized clearing house
(or its nominee(s))) entitled to attend and vote at a meeting of the Company is entitled to
appoint another person (being a natural person) as his proxy to attend and vote in his place. A
member who is the holder of two or more Shares may appoint more than one proxy to represent
him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy
need not be a member of the Company and shall be entitled to exercise the same powers on
behalf of a member who is a natural person and for whom he acts as proxy as such member
could exercise. In addition, a proxy shall be entitled to exercise the same powers on behalf of
a member which is a corporation and for which he acts as proxy as such member could exercise
as if it were a natural person member present in person at any general meeting. On a poll or
on a show of hands, votes may be given either personally (or, in the case of a member being
a corporation, by its duly authorized representative) or by proxy.
The instrument appointing a proxy shall be in writing and executed under the hand of the
appointor or of his attorney duly authorized in writing, or if the appointor is a corporation or
other non-natural person, either under its seal or under the hand of a duly authorized
representative.
The Board shall, in the notice convening any meeting or adjourned meeting, or in an
instrument of proxy sent out by the Company, specify the manner by which the instrument
appointing a proxy shall be deposited and the place and time (being no later than the time
appointed for the commencement of the meeting or adjourned meeting to which the instrument
of proxy relates) at which such instrument shall be deposited.
Every instrument of proxy, whether for a specified meeting or otherwise, shall be in such
form that complies with the Listing Rules as the Board may from time to time approve. Any
form issued to a member for appointing a proxy to attend and vote at a general meeting at
which any business is to be considered shall be such as to enable the member, according to his
intentions, to instruct the proxy to vote in favor of or against (or, in default of instructions, to
exercise the discretion of the proxy in respect of) each resolution dealing with any such
business.
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2.6 Accounts and Audit
The Board shall cause to be kept such books of account as are necessary to give a true
and fair view of the state of the Company’s affairs and to explain its transactions in accordance
with the Cayman Companies Act.
The books of accounts of the Company shall be kept at the principal place of business of
the Company in Hong Kong or, subject to the provisions of the Cayman Companies Act, at such
other place or places as the Board thinks fit and shall always be open to inspection by any
Director. No member (not being a Director) or other person shall have any right to inspect any
account, book or document of the Company except as conferred by the Cayman Companies Act
or ordered by a court of competent jurisdiction or as authorized by the Board or the Company
in general meeting.
The Board shall cause to be prepared and laid before the Company at every annual general
meeting a profit and loss account for the period since the preceding account, together with a
balance sheet as at the date to which the profit and loss account is made up, a Directors’ report
with respect to the profit or loss of the Company for the period covered by the profit and loss
account and the state of the Company’s affairs as at the end of such period, an auditors’ report
on such accounts and such other reports and accounts as may be required by law and the Listing
Rules.
The members shall at each annual general meeting appoint auditor(s) to hold office by
ordinary resolution of the members until the conclusion of the next annual general meeting on
such terms and with such duties as may be agreed with the Board. The auditors’ remuneration
shall be fixed by the members at the annual general meeting at which they are appointed by
ordinary resolution of the members or in any other manner as specified in such ordinary
resolution. The members may, at any general meeting convened and held in accordance with
the Articles, remove the auditors by ordinary resolution at any time before the expiration of the
term of office and shall, by ordinary resolution, at that meeting appoint new auditors in their
place for the remainder of the term.
The accounts of the Company shall be prepared and audited based on the generally
accepted accounting principles of Hong Kong, the International Accounting Standards or such
other standards as may be permitted by the Stock Exchange.
2.7 Dividends and other Methods of Distribution
Subject to the Cayman Companies Act and the Articles, the Company may by ordinary
resolution resolve to declare dividends and other distributions on Shares in issue in any
currency and authorize payment of the dividends or distributions out of the funds of the
Company lawfully available therefor, provided that (i) no dividends shall exceed the amount
recommended by the Board, and (ii) no dividends or distributions shall be paid except out of
the realized or unrealized profits of the Company, out of the share premium account or as
otherwise permitted by law.
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The Board may from time to time pay to the members of the Company such interim
dividends as appear to the Board to be justified by the financial conditions and the profits of
the Company. In addition, the Board may from time to time declare and pay special dividends
on Shares of such amounts and on such dates as it thinks fit.
Except as otherwise provided by the rights attached to any Shares, all dividends and other
distributions shall be paid according to the amounts paid up on the Shares that a member holds
during the period in respect of which the dividends and distributions are paid. No amount paid
up on a Share in advance of calls shall for this purpose be treated as paid up on the Share.
The Board may deduct from any dividends or other distributions payable to any member
of the Company all sums of money (if any) then payable by him to the Company on account
of calls or otherwise. The Board may retain any dividends or distributions payable on or in
respect of a Share upon which the Company has a lien, and may apply the same in or towards
satisfaction of the debts, liabilities or engagements in respect of which the lien exists.
No dividends or other distributions payable by the Company on or in respect of any Share
shall carry interest against the Company.
Where the Board or the Company in general meeting has resolved that a dividend should
be paid or declared, the Board may further resolve:
(a) that such dividend be satisfied in whole or in part in the form of an allotment of
Shares credited as fully paid on the basis that the Shares so allotted shall be of the
same class as the class already held by the allottee, provided that the members
entitled thereto will be entitled to elect to receive such dividend (or part thereof) in
cash in lieu of such allotment; or
(b) that the members entitled to such dividend will be entitled to elect to receive an
allotment of Shares credited as fully paid in lieu of the whole or such part of the
dividend as the Board may think fit on the basis that the Shares so allotted shall be
of the same class as the class already held by the allottee.
Upon the recommendation of the Board, the Company may by ordinary resolution resolve
in respect of any one particular dividend of the Company determine that notwithstanding the
foregoing, a dividend may be satisfied wholly in the form of an allotment of Shares credited
as fully paid without offering any right to members to elect to receive such dividend in cash
in lieu of such allotment.
Any dividends, distributions or other monies payable in cash in respect of Shares may be
paid by wire transfer to the holder of such Shares or by cheque or warrant sent by post to the
registered address of such holder, or in the case of joint holders, to the registered address of
the holder who is first named on the register of members of the Company, or to such person
and to such address as the holder or joint holders may in writing direct. Any one of two or more
joint holders may give effectual receipts for any dividends, distributions or other monies
payable in respect of the Shares held by them as joint holders.
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Whenever the Board or the Company in general meeting has resolved that a dividend be
paid or declared, the Board may further resolve that such dividend be satisfied in whole or in
part by the distribution of specific assets of any kind.
Any dividends or other distributions which remain unclaimed for six years from the date
on which such dividends or distributions become payable shall be forfeited and shall revert to
the Company.
2.8 Inspection of Corporate Records
For so long as any part of the share capital of the Company is listed on the Stock
Exchange, any member may inspect any register of members of the Company maintained in
Hong Kong (except when the register of members is closed in accordance with the Companies
Ordinance) without charge and require the provision to him of copies or extracts of such
register in all respects as if the Company were incorporated under and were subject to the
Companies Ordinance.
2.9 Rights of Minorities in relation to Fraud or Oppression
There are no provisions in the Articles concerning the rights of minority members in
relation to fraud or oppression. However, certain remedies may be available to members of the
Company under the Cayman Islands laws, as summarized in paragraph 3.6 below.
2.10 Procedures on Liquidation
Subject to the Cayman Companies Act, the members of the Company may by special
resolution resolve to wind up the Company voluntarily or by the court.
Subject to any rights, privileges or restrictions as to the distribution of available surplus
assets on liquidation for the time being attached to any class or classes of Shares:
(a) if the assets available for distribution among the members of the Company are more
than sufficient to repay the whole of the Company’s paid up capital at the
commencement of the winding up, the surplus shall be distributed pari passu among
such members in proportion to the amount paid up on the Shares held by them at the
commencement of the winding up; and
(b) if the assets available for distribution among the members of the Company are
insufficient to repay the whole of the Company’s paid up capital, such assets shall
be distributed so that, as nearly as may be, the losses shall be borne by the members
in proportion to the capital paid up, or ought to be paid up, on the Shares held by
them at the commencement of the winding up.
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If the Company is wound up (whether the liquidation is voluntary or compelled by the
court), the liquidator may, with the approval of a special resolution and any other approval
required by the Cayman Companies Act, divide among the members in kind the whole or any
part of the assets of the Company, whether the assets consist of property of one kind or
different kinds, and the liquidator may, for such purpose, set such value as he deems fair upon
any one or more class or classes of property to be so divided and may determine how such
division shall be carried out as between the members or different classes of members and the
members within each class. The liquidator may, with the like approval, vest any part of the
assets in trustees upon such trusts for the benefit of the members as the liquidator thinks fit,
provided that no member shall be compelled to accept any shares or other property upon which
there is a liability.
3. COMPANY LA WS OF THE CAYMAN ISLANDS
The Company was incorporated in the Cayman Islands as an exempted company on
August 2, 2023 subject to the Cayman Companies Act. Certain provisions of the company laws
of the Cayman Islands are set out below but this section does not purport to contain all
applicable qualifications and exceptions or to be a complete review of all matters of the
company laws of the Cayman Islands, which may differ from equivalent provisions in
jurisdictions with which interested parties may be more familiar.
3.1 Company Operations
An exempted company such as the Company must conduct its operations mainly outside
the Cayman Islands. An exempted company is also required to file an annual return each year
with the Registrar of Companies of the Cayman Islands and pay a fee which is based on the
amount of its authorized share capital.
3.2 Share Capital
Under the Cayman Companies Act, a Cayman Islands company may issue ordinary,
preference or redeemable shares or any combination thereof. Where a company issues shares
at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of
the premium on those shares shall be transferred to an account, to be called the share premium
account. At the option of a company, these provisions may not apply to premium on shares of
that company allotted pursuant to any arrangements in consideration of the acquisition or
cancellation of shares in any other company and issued at a premium. The share premium
account may be applied by the company subject to the provisions, if any, of its memorandum
and articles of association, in such manner as the company may from time to time determine
including, but without limitation, the following:
(a) paying distributions or dividends to members;
(b) paying up unissued shares of the company to be issued to members as fully paid
bonus shares;
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(c) any manner provided in section 37 of the Cayman Companies Act;
(d) writing-off the preliminary expenses of the company; and
(e) writing-off the expenses of, or the commission paid or discount allowed on, any
issue of shares or debentures of the company.
Notwithstanding the foregoing, no distribution or dividend may be paid to members out
of the share premium account unless, immediately following the date on which the distribution
or dividend is proposed to be paid, the company will be able to pay its debts as they fall due
in the ordinary course of business.
Subject to confirmation by the court, a company limited by shares or a company limited
by guarantee and having a share capital may, if authorized to do so by its articles of association,
by special resolution reduce its share capital in any way.
3.3 Financial Assistance to Purchase Shares of a Company or its Holding Company
There are no statutory prohibitions in the Cayman Islands on the granting of financial
assistance by a company to another person for the purchase of, or subscription for, its own, its
holding company’s or a subsidiary’s shares. Therefore, a company may provide financial
assistance provided the directors of the company, when proposing to grant such financial
assistance, discharge their duties of care and act in good faith, for a proper purpose and in the
interests of the company. Such assistance should be on an arm’s-length basis.
3.4 Purchase of Shares and Warrants by a Company and its Subsidiaries
A company limited by shares or a company limited by guarantee and having a share
capital may, if so authorized by its articles of association, issue shares which are to be
redeemed or are liable to be redeemed at the option of the company or a member and, for the
avoidance of doubt, it shall be lawful for the rights attaching to any shares to be varied, subject
to the provisions of the company’s articles of association, so as to provide that such shares are
to be or are liable to be so redeemed. In addition, such a company may, if authorized to do so
by its articles of association, purchase its own shares, including any redeemable shares; an
ordinary resolution of the company approving the manner and terms of the purchase will be
required if the articles of association do not authorize the manner and terms of such purchase.
A company may not redeem or purchase its shares unless they are fully paid. Furthermore, a
company may not redeem or purchase any of its shares if, as a result of the redemption or
purchase, there would no longer be any issued shares of the company other than shares held
as treasury shares. In addition, a payment out of capital by a company for the redemption or
purchase of its own shares is not lawful unless, immediately following the date on which the
payment is proposed to be made, the company shall be able to pay its debts as they fall due
in the ordinary course of business.
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Shares that have been purchased or redeemed by a company or surrendered to the
company shall not be treated as cancelled but shall be classified as treasury shares if held in
compliance with the requirements of section 37A(1) of the Cayman Companies Act. Any such
shares shall continue to be classified as treasury shares until such shares are either cancelled
or transferred pursuant to the Cayman Companies Act.
A Cayman Islands company may be able to purchase its own warrants subject to and in
accordance with the terms and conditions of the relevant warrant instrument or certificate. Thus
there is no requirement under the Cayman Islands laws that a company’s memorandum or
articles of association contain a specific provision enabling such purchases. The directors of a
company may under the general power contained in its memorandum of association be able to
buy, sell and deal in personal property of all kinds.
A subsidiary may hold shares in its holding company and, in certain circumstances, may
acquire such shares.
3.5 Dividends and Distributions
Subject to a solvency test, as prescribed in the Cayman Companies Act, and the
provisions, if any, of the company’s memorandum and articles of association, a company may
pay dividends and distributions out of its share premium account. In addition, based upon
English case law which is likely to be persuasive in the Cayman Islands, dividends may be paid
out of profits.
For so long as a company holds treasury shares, no dividend may be declared or paid, and
no other distribution (whether in cash or otherwise) of the company’s assets (including any
distribution of assets to members on a winding up) may be made, in respect of a treasury share.
3.6 Protection of Minorities and Shareholders’ Suits
It can be expected that the Cayman Islands courts will ordinarily follow English case law
precedents (particularly the rule in the case of Foss vs. Harbottle and the exceptions to that
rule) which permit a minority member to commence a representative action against or
derivative actions in the name of the company to challenge acts which are ultra vires, illegal,
fraudulent (and performed by those in control of the Company) against the minority, or
represent an irregularity in the passing of a resolution which requires a qualified (or special)
majority which has not been obtained.
Where a company (not being a bank) is one which has a share capital divided into shares,
the court may, on the application of members holding not less than one-fifth of the shares of
the company in issue, appoint an inspector to examine the affairs of the company and, at the
direction of the court, to report on such affairs. In addition, any member of a company may
petition the court, which may make a winding up order if the court is of the opinion that it is
just and equitable that the company should be wound up.
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In general, claims against a company by its members must be based on the general laws
of contract or tort applicable in the Cayman Islands or be based on potential violation of their
individual rights as members as established by a company’s memorandum and articles of
association.
3.7 Disposal of Assets
There are no specific restrictions on the power of directors to dispose of assets of a
company, however, the directors are expected to exercise certain duties of care, diligence and
skill to the standard that a reasonably prudent person would exercise in comparable
circumstances, in addition to fiduciary duties to act in good faith, for proper purpose and in the
best interests of the company under English common law (which the Cayman Islands courts
will ordinarily follow).
3.8 Accounting and Auditing Requirements
A company must cause proper records of accounts to be kept with respect to: (i) all sums
of money received and expended by it; (ii) all sales and purchases of goods by it; and (iii) its
assets and liabilities.
Proper books of account shall not be deemed to be kept if there are not kept such books
as are necessary to give a true and fair view of the state of the company’s affairs and to explain
its transactions.
If a company keeps its books of account at any place other than at its registered office or
any other place within the Cayman Islands, it shall, upon service of an order or notice by the
Tax Information Authority pursuant to the Tax Information Authority Act (2021 Revision) of
the Cayman Islands, make available, in electronic form or any other medium, at its registered
office copies of its books of account, or any part or parts thereof, as are specified in such order
or notice.
3.9 Exchange Control
There are no exchange control regulations or currency restrictions in effect in the Cayman
Islands.
3.10 Taxation
The Cayman Islands currently levy no taxes on individuals or corporations based upon
profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax
or estate duty. There are no other taxes likely to be material to the Company levied by the
Government of the Cayman Islands save for certain stamp duties which may be applicable,
from time to time, on certain instruments.
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3.11 Stamp Duty on Transfers
No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands
companies save for those which hold interests in land in the Cayman Islands.
3.12 Loans to Directors
There is no express provision prohibiting the making of loans by a company to any of its
directors. However, the company’s articles of association may provide for the prohibition of
such loans under specific circumstances.
3.13 Inspection of Corporate Records
The members of a company have no general right to inspect or obtain copies of the
register of members or corporate records of the company. They will, however, have such rights
as may be set out in the company’s articles of association.
3.14 Register of Members
A Cayman Islands exempted company may maintain its principal register of members and
any branch registers in any country or territory, whether within or outside the Cayman Islands,
as the company may determine from time to time. There is no requirement for an exempted
company to make any returns of members to the Registrar of Companies in the Cayman Islands.
The names and addresses of the members are, accordingly, not a matter of public record and
are not available for public inspection. However, an exempted company shall make available
at its registered office, in electronic form or any other medium, such register of members,
including any branch register of member, as may be required of it upon service of an order or
notice by the Tax Information Authority pursuant to the Tax Information Authority Act (2021
Revision) of the Cayman Islands.
3.15 Register of Directors and Officers
Pursuant to the Cayman Companies Act, the Company is required to maintain at its
registered office a register of directors, alternate directors and officers. The Registrar of
Companies shall make available the list of the names of the current directors of the Company
(and, where applicable, the current alternate directors of the Company) for inspection by any
person upon payment of a fee by such person. A copy of the register of directors and officers
must be filed with the Registrar of Companies in the Cayman Islands, and any change must be
notified to the Registrar of Companies within 30 days of any change in such directors or
officers, including a change of the name of such directors or officers.
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3.16 Winding up
A Cayman Islands company may be wound up by: (i) an order of the court; (ii) voluntarily
by its members; or (iii) under the supervision of the court.
The court has authority to order winding up in a number of specified circumstances
including where, in the opinion of the court, it is just and equitable that such company be so
wound up.
A voluntary winding up of a company (other than a limited duration company, for which
specific rules apply) occurs where the company resolves by special resolution that it be wound
up voluntarily or where the company in general meeting resolves that it be wound up
voluntarily because it is unable to pay its debt as they fall due. In the case of a voluntary
winding up, the company is obliged to cease to carry on its business from the commencement
of its winding up except so far as it may be beneficial for its winding up. Upon appointment
of a voluntary liquidator, all the powers of the directors cease, except so far as the company
in general meeting or the liquidator sanctions their continuance.
In the case of a members’ voluntary winding up of a company, one or more liquidators
are appointed for the purpose of winding up the affairs of the company and distributing its
assets.
As soon as the affairs of a company are fully wound up, the liquidator must make a report
and an account of the winding up, showing how the winding up has been conducted and the
property of the company disposed of, and call a general meeting of the company for the
purposes of laying before it the account and giving an explanation of that account.
When a resolution has been passed by a company to wind up voluntarily, the liquidator
or any contributory or creditor may apply to the court for an order for the continuation of the
winding up under the supervision of the court, on the grounds that: (i) the company is or is
likely to become insolvent; or (ii) the supervision of the court will facilitate a more effective,
economic or expeditious liquidation of the company in the interests of the contributories and
creditors. A supervision order takes effect for all purposes as if it was an order that the
company be wound up by the court except that a commenced voluntary winding up and the
prior actions of the voluntary liquidator shall be valid and binding upon the company and its
official liquidator.
For the purpose of conducting the proceedings in winding up a company and assisting the
court, one or more persons may be appointed to be called an official liquidator(s). The court
may appoint to such office such person or persons, either provisionally or otherwise, as it
thinks fit, and if more than one person is appointed to such office, the court shall declare
whether any act required or authorized to be done by the official liquidator is to be done by
all or any one or more of such persons. The court may also determine whether any and what
security is to be given by an official liquidator on his appointment; if no official liquidator is
appointed, or during any vacancy in such office, all the property of the company shall be in the
custody of the court.
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LA WS
– III-23 –


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3.17 Mergers and Consolidations
The Cayman Companies Act permits mergers and consolidations between Cayman Islands
companies and between Cayman Islands companies and non-Cayman Islands companies. For
these purposes, (a) “merger” means the merging of two or more constituent companies and the
vesting of their undertaking, property and liabilities in one of such companies as the surviving
company, and (b) “consolidation” means the combination of two or more constituent
companies into a consolidated company and the vesting of the undertaking, property and
liabilities of such companies to the consolidated company. In order to effect such a merger or
consolidation, the directors of each constituent company must approve a written plan of merger
or consolidation, which must then be authorized by (a) a special resolution of each constituent
company and (b) such other authorization, if any, as may be specified in such constituent
company’s articles of association. The written plan of merger or consolidation must be filed
with the Registrar of Companies of the Cayman Islands together with a declaration as to the
solvency of the consolidated or surviving company, a list of the assets and liabilities of each
constituent company and an undertaking that a copy of the certificate of merger or
consolidation will be given to the members and creditors of each constituent company and that
notification of the merger or consolidation will be published in the Cayman Islands Gazette.
Dissenting members have the right to be paid the fair value of their shares (which, if not agreed
between the parties, will be determined by the Cayman Islands court) if they follow the
required procedures, subject to certain exceptions. Court approval is not required for a merger
or consolidation which is effected in compliance with these statutory procedures.
3.18 Mergers and Consolidations involving a Foreign Company
Where the merger or consolidation involves a foreign company, the procedure is similar,
save that with respect to the foreign company, the directors of the Cayman Islands exempted
company are required to make a declaration to the effect that, having made due enquiry, they
are of the opinion that the requirements set out below have been met: (i) that the merger or
consolidation is permitted or not prohibited by the constitutional documents of the foreign
company and by the laws of the jurisdiction in which the foreign company is incorporated, and
that those laws and any requirements of those constitutional documents have been or will be
complied with; (ii) that no petition or other similar proceeding has been filed and remains
outstanding or order made or resolution adopted to wind up or liquidate the foreign company
in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has
been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs
or its property or any part thereof; (iv) that no scheme, order, compromise or other similar
arrangement has been entered into or made in any jurisdiction whereby the rights of creditors
of the foreign company are and continue to be suspended or restricted.
Where the surviving company is the Cayman Islands exempted company, the directors of
the Cayman Islands exempted company are further required to make a declaration to the effect
that, having made due enquiry, they are of the opinion that the requirements set out below have
been met: (i) that the foreign company is able to pay its debts as they fall due and that the
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LA WS
– III-24 –


--- page 532 ---
merger or consolidated is bona fide and not intended to defraud unsecured creditors of the
foreign company; (ii) that in respect of the transfer of any security interest granted by the
foreign company to the surviving or consolidated company (a) consent or approval to the
transfer has been obtained, released or waived; (b) the transfer is permitted by and has been
approved in accordance with the constitutional documents of the foreign company; and (c) the
laws of the jurisdiction of the foreign company with respect to the transfer have been or will
be complied with; (iii) that the foreign company will, upon the merger or consolidation
becoming effective, cease to be incorporated, registered or exist under the laws of the relevant
foreign jurisdiction; and (iv) that there is no other reason why it would be against the public
interest to permit the merger or consolidation.
3.19 Reconstructions and Amalgamations
Reconstructions and amalgamations may be approved by (i) 75% in value of the members
or class of members or (ii) a majority in number representing 75% in value of the creditors or
class of creditors, in each case depending on the circumstances, as are present at a meeting
called for such purpose and thereafter sanctioned by the Grand Court of the Cayman Islands.
Whilst a dissenting member has the right to express to the court his view that the transaction
for which approval is being sought would not provide the members with a fair value for their
shares, it can be expected that the court would approve the transaction if it is satisfied that (i)
the company is not proposing to act illegally or beyond the scope of our corporate authority
and the statutory provisions as to majority vote have been complied with, (ii) the members have
been fairly represented at the meeting in question, (iii) the transaction is such as a businessman
would reasonable approve and (iv) the transaction is not one that would more properly be
sanctioned under some other provisions of the Cayman Companies Act or that would amount
to a “fraud on the minority”.
If the transaction is approved, no dissenting member would have any rights comparable
to the appraisal rights (namely the right to receive payment in cash for the judicially
determined value of his shares), which may be available to dissenting members of corporations
in other jurisdictions.
3.20 Takeovers
Where an offer is made by a company for the shares of another company and, within four
months of the offer, the holders of not less than 90% of the shares which are the subject of the
offer accept, the offeror may, at any time within two months after the expiration of that
four-month period, by notice require the dissenting members to transfer their shares on the
terms of the offer. A dissenting member may apply to the Cayman Islands courts within one
month of the notice objecting to the transfer. The burden is on the dissenting member to show
that the court should exercise its discretion, which it will be unlikely to do unless there is
evidence of fraud or bad faith or collusion as between the offeror and the holders of the shares
who have accepted the offer as a means of unfairly forcing out minority members.
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LA WS
– III-25 –


--- page 533 ---
3.21 Indemnification
The Cayman Islands laws do not limit the extent to which a company’s articles of
association may provide for indemnification of officers and directors, save to the extent any
such provision may be held by the court to be contrary to public policy, for example, where a
provision purports to provide indemnification against the consequences of committing a crime.
3.22 Economic Substance
The Cayman Islands enacted the International Tax Co-operation (Economic Substance)
Act (2024 Revision) together with the Guidance Notes published by the Cayman Islands Tax
Information Authority from time to time. If a company is considered to be a “relevant entity”
and is conducting one or more of the nine “relevant activities”, then such company will be
required to comply with the economic substance requirements in relation to the relevant
activity from July 1, 2019. All companies whether a relevant entity or not is required to file
an annual report with the Registrar of Companies of the Cayman Islands confirming whether
or not it is carrying on any relevant activities.
4. GENERAL
Harney Westwood & Riegels, the Company’s legal adviser on Cayman Islands laws, has
sent to the Company a letter of advice summarizing the aspects of the Cayman Companies Act
set out in section 3 above. This letter, together with copies of the Cayman Companies Act, the
Memorandum and the Articles, is on display on the websites of the Stock Exchange and the
Company as referred to in “Appendix V — Documents Delivered to the Registrar of Companies
and Available on Display.” Any person wishing to have a detailed summary of the Cayman
Companies Act or advice on the differences between it and the laws of any jurisdiction with
which he is more familiar is recommended to seek independent legal advice.
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LA WS
– III-26 –


--- page 534 ---
A. FURTHER INFORMATION ABOUT OUR GROUP
1. Incorporation of Our Company
Our Company was incorporated in the Cayman Islands as an exempted company with
limited liability on August 2, 2023. Our registered office address is at Palm Grove Unit 4, 265
Smith Road, George Town, P .O. Box 52A, Edgewater Way #1653, Grand Cayman KY1-9006,
Cayman Islands. Our operation is subject to the relevant laws and regulations of the Cayman
Islands, the Memorandum of Association and the Articles of Association. A summary of the
relevant laws and regulations of the Cayman Islands and of the Memorandum of Association
and the Articles of Association is set out in “Appendix III — Summary of the Constitution of
Our Company and Cayman Islands Company Laws.”
Our Company was registered as a non-Hong Kong company in Hong Kong under Part 16
of the Companies Ordinance on February 13, 2025. Our principal place of business in Hong
Kong is at 40th Floor, Dah Sing Financial Centre, No. 248 Queen’s Road East, Wanchai, Hong
Kong. Ms. Au Wing Han (ᄫ) has been appointed as our authorized representative for
acceptance of service of process and notices in Hong Kong. The address for service of process
and notices in Hong Kong is the same as our principal place of business in Hong Kong.
As of the date of this prospectus, our Company’s headquarters are located at 3-4/F,
Building 10, Lane 28, Danba Road, Putuo District, Shanghai, PRC.
2. Changes in the Share Capital of Our Company
As of the date of incorporation of our Company, our authorized share capital was
US$50,000 divided into 500,000,000 Shares with a nominal value of US$0.0001 each.
Save as disclosed below and in “History, Reorganization and Corporate Structure,” there
has been no alteration in the share capital of our Company within the two years immediately
preceding the issue of this prospectus:
(a) on August 2, 2023, our Company allotted and issued shares in the following manner:
(i) one Share to ICS Corporate Services (Cayman) Limited;
(ii) 41,796,919 Shares to W ANGBOY AN;
(iii) 5,400,000 Shares to SLING;
(iv) 444,000 Shares to Chickadee X HOLDING INC;
(v) 2,989,240 Shares to WEILING;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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(b) on January 9, 2024, our Company allotted and issued shares in the following
manner:
(i) 6,222,000 Series A Preferred Shares, 605,120 Series A+ Preferred Shares, and
547,280 Series B Preferred Shares to Tiantu VC USD Fund I L.P .;
(ii) 6,5440,000 Series A+ Preferred Shares and 492,560 Series B Preferred Shares
to Gaorong Partners Fund IV , L.P .;
(iii) 727,120 Series A+ Preferred Shares and 54,720 Series B Preferred Shares to
Gaorong Partners Fund IV-A, L.P .;
(iv) 1,228,840 Shares to xu tai Limited;
(c) on March 22, 2024, our Company allotted and issued 3,635,560 Series A+ Preferred
Shares and 2,619,180 Series B Preferred Shares to Tembusu B Limited;
(d) On April 22, 2024, our Company allotted and issued shares in the following manner:
(i) 4,104,660 Series B Preferred Shares to Taikang Life;
(ii) 772,880 Shares to DKT Limited; and
(e) On September 26, 2024, our Company allotted and issued 1,586,398 Shares to
WEILING.
3. Changes in the Capital of Our Subsidiaries
A summary of the particulars of our subsidiaries can be found in Note 2 to the
Accountants’ Report.
Save as disclosed below, there has been no alteration in the capital of any of our
subsidiaries within the two years immediately preceding the issue of this prospectus:
(a) on September 27, 2023, Create Butong Ningbo was established in the PRC with a
registered capital of US$30,000,000;
(b) on October 12, 2023, the registered capital of BeBeBus Technology was decreased
from RMB4,050,988 to RMB3,494,374;
(c) on October 30, 2023, Create Butong Technology was established in the PRC with a
registered capital of RMB50,000,000;
(d) on March 6, 2024, Zhepu Technology was established in the PRC with a registered
capital of RMB1,000,000;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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(e) on March 13, 2024, Butong International HK was incorporated in Hong Kong with
a share capital of HK$1;
(f) on April 11, 2024, the registered capital of BeBeBus Technology was increased from
RMB3,494,374 to RMB110,666,160;
(g) on October 4, 2024, BeBeBus USA was incorporated in the United States with an
authorized share capital of 200 shares with no nominal value;
(h) on October 24, 2024, BeBeBus E-commerce was established in the PRC with a
registered capital of RMB35,000,000;
(i) on November 22, 2024, BeBeBus International HK was incorporated in Hong Kong
with a share capital of HK$10,000; and
(j) on December 6, 2024, BeBeBus Indonesia was established in Indonesia with an
authorized share capital of IDR11,000,000,000.
4. Resolutions of Our Shareholders
Our Shareholders passed resolutions on July 22, 2025, pursuant to which, among others:
(a) our Company approved and adopted the Memorandum of Association and the
Articles of Association with effect from the Listing;
(b) conditional on (i) the Stock Exchange granting the listing of, and permission to deal
in, the Shares in issue (including the Shares outstanding and to be converted from
the Preferred Shares) and to be issued as stated in this prospectus and such listing
and permission not subsequently having been revoked prior to the commencement
of dealing in the Shares on the Stock Exchange, (ii) the Offer Price having been
determined, (iii) the obligations of the Underwriters under the Underwriting
Agreements becoming unconditional and not being terminated in accordance with
the terms of the Underwriting Agreements or otherwise, in each case on or before
such dates as may be specified in the Underwriting Agreements, and (iv) the
Underwriting Agreements having been duly executed by the Underwriters and our
Company:
(i) the Global Offering (including the Over-allotment Option) was approved, and
the proposed allotment and issue of the Offer Shares under the Global Offering
were approved, and our Directors were authorized to determine the Offer Price
for, and to allot and issue, the Offer Shares; and
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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(ii) a general unconditional mandate (the “ Repurchase Mandate ”) was given to
our Directors to exercise all powers of our Company to repurchase on the Stock
Exchange or on any other stock exchange on which the securities of our
Company may be listed and which is recognized by the SFC and the Stock
Exchange for this purpose, such number of Shares as will represent up to 10%
of the aggregate nominal value of the Shares in issue immediately following
the completion of the Global Offering, excluding any treasury shares of our
Company and any Shares which may fall to be issued pursuant to the exercise
of the Over-allotment Option and the Share Options.
The general mandate referred to in paragraph (b)(ii) above will remain in effect until
whichever is the earliest of:
(a) the conclusion of the next annual general meeting of our Company;
(b) the expiration of the period within which the next annual general meeting of our
Company is required to be held by any applicable law or the Articles of Association;
or
(c) the time when such mandate is varied or revoked by an ordinary resolution of our
Shareholders in general meeting.
5. Repurchase of Our Own Shares
The following paragraphs include, among others, certain information required by the
Stock Exchange to be included in this prospectus concerning repurchase of our own securities.
(a) Provision of the Listing Rules
The Listing Rules permit companies with a primary listing on the Stock Exchange to
repurchase their own securities on the Stock Exchange subject to certain restrictions, the most
important of which are summarized below.
(i) Shareholders’ approval
All proposed repurchases of securities (which must be fully paid up in the case of
shares) by a company with a primary listing on the Stock Exchange must be approved in
advance by an ordinary resolution of the shareholders in general meeting, either by way
of general mandate or by specific approval of a particular transaction.
Pursuant to a resolution passed by our Shareholders on July 22, 2025, the
Repurchase Mandate was given to our Directors to exercise all powers of our Company
to repurchase on the Stock Exchange or on any other stock exchange on which the
securities of our Company may be listed and which is recognized by the SFC and the
Stock Exchange for this purpose, such number of Shares as will represent up to 10% of
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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the aggregate nominal value of the Shares in issue immediately following the completion
of the Global Offering, excluding any treasury shares of our Company and any Shares
which may fall to be issued pursuant to the exercise of the Over-allotment Option and
Share Options, with such mandate to expire at the earliest of (i) the conclusion of the next
annual general meeting of our Company, (ii) the expiration of the period within which the
next annual general meeting of our Company is required to be held by any applicable law
or the Articles of Association, or (iii) the time when such mandate is varied or revoked
by an ordinary resolution of our Shareholders in general meeting.
(ii) Source of funds
Purchases must be funded out of funds legally available for the purpose in
accordance with the Memorandum of Association and the Articles of Association and the
applicable laws and regulations of Hong Kong and the Cayman Islands. A listed company
may not purchase its own securities on the Stock Exchange for a consideration other than
cash or for settlement otherwise than in accordance with the trading rules of the Stock
Exchange from time to time. As a matter of Cayman Islands law, any purchases by our
Company may be made out of profits or out of proceeds of a new issue of shares made
for the purpose of the purchase or from sums standing to the credit of our share premium
account or out of capital, if so authorized by the Articles of Association and subject to the
Cayman Islands company laws. Any premium payable on the purchase over the nominal
value of the shares to be purchased must have been provided for out of profits or from
sums standing to the credit of our share premium account or out of capital, if so
authorized by the Articles of Association and subject to the Cayman Islands company
laws.
(iii) Trading restrictions
The total number of shares which a listed company may repurchase on the Stock
Exchange is the number of shares representing up to 10% of the aggregate nominal value
of the shares in issue (excluding treasury shares) on the date the repurchase mandate is
granted. A listed company whose primary listing is on the Stock Exchange generally may
not (i) issue new securities or sale or transfer treasury shares, or (ii) announce a proposed
issue of new securities or sale or transfer of treasury shares for a period of 30 days after
a repurchase without the prior approval of the Stock Exchange. A listed company whose
primary listing is on the Stock Exchange may not repurchase any of its own securities on
the Stock Exchange for a period of 30 days after any sale or transfer of treasury shares
on the Stock Exchange without the prior approval of the Stock Exchange. In addition, a
listed company is prohibited from repurchasing its shares on the Stock Exchange if the
purchase price is higher by 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.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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The Listing Rules also prohibit a listed company from repurchasing its securities on
the Stock Exchange if the repurchase would result in the number of listed securities which
are in the hands of the public falling below the relevant prescribed minimum percentage
as required by the Stock Exchange.
A listed company is required to procure that the broker appointed by it to effect a
repurchase of securities discloses to the Stock Exchange such information with respect to
the repurchase made on behalf of the listed company as the Stock Exchange may require.
(iv) Status of repurchased securities
The shares repurchased by a listed company shall be held as treasury shares or
cancelled. The listing of all shares held as treasury shares shall be retained. The listing
of all shares repurchased (whether effected on the Stock Exchange or otherwise) but not
held as treasury shares shall be automatically cancelled upon repurchase. The listed
company shall ensure that the documents of title of these repurchased shares are cancelled
and destroyed.
Under the laws of the Cayman Islands, unless the directors resolve to hold the shares
repurchased by the company as treasury shares prior to the repurchase, shares repurchased
by the company shall be treated as cancelled and the amount of the company’s issued
share capital shall be diminished by the nominal value of those shares. However, the
repurchase of shares will not be taken as reducing the amount of the authorized share
capital under Cayman Islands laws.
(v) Suspension of repurchase
A listed company may not make any repurchase of securities after inside information
has come to its knowledge until the information is made publicly available. In particular,
during the period of 30 days 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 a listed company’s results for any year, half-year,
quarterly or any other interim period (whether or not required under the Listing Rules),
and (ii) the deadline for a listed company 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), and ending on the date of the results announcement, the listed
company may not repurchase its securities on the Stock Exchange, unless the
circumstances are exceptional. In addition, the Stock Exchange may prohibit a repurchase
of securities on the Stock Exchange if a listed company has breached the Listing Rules.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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(vi) Reporting requirements
Certain information relating to repurchases of securities on the Stock Exchange or
otherwise must be reported to the Stock Exchange not later than 30 minutes before the
earlier of the commencement of the morning trading session or any pre-opening session
on the following Business Day. In addition, a listed company’s annual report is required
to disclose details regarding repurchases of securities made during the year, including a
monthly breakdown of shares repurchased, the purchase price per share or the highest and
lowest price paid for all such repurchases, where relevant, and the aggregate prices paid.
(vii) Core connected persons
A listed company is prohibited from knowingly repurchasing securities on the Stock
Exchange from a core connected person, and a core connected person is prohibited from
knowingly selling securities to the listed company on the Stock Exchange.
(b) Reasons for repurchase
Our Directors believe that it is in the best interests of our Company and our Shareholders
for our Directors to receive the general authority from our Shareholders to repurchase Shares
in the market. Repurchase of Shares will only be made when our Directors believe that such
repurchase will be in the interest of our Company and our Shareholders. Such repurchase may,
depending on market conditions, funding arrangements and other circumstances at the time,
lead to an enhancement in the net value of our Company and our assets and/or earnings per
Share.
(c) Funding of repurchase
Repurchase of Shares must be funded out of funds legally available for such purpose in
accordance with the Articles of Association and the applicable laws and regulations of Hong
Kong and the Cayman Islands. Our Directors may not repurchase Shares on the Stock
Exchange for a consideration other than cash or for settlement otherwise than in accordance
with the trading rules of the Stock Exchange from time to time. Subject to the foregoing, our
Directors may make repurchase with profits of our Company or out of a new issuance of shares
made for the purpose of the repurchase or from sums standing to the credit of our share
premium account or, if authorized by the Articles of Association and applicable laws and
regulations of Hong Kong and the Cayman Islands, out of capital and, in the case of any
premium payable on the repurchase, out of profits of our Company or from sums standing to
the credit of the share premium account of our Company or, if authorized by the Articles of
Association and subject to the Cayman Islands company law, out of capital.
However, our Directors do not propose to exercise the Repurchase Mandate to such an
extent as would, in the circumstances, have a material adverse effect on the working capital
requirements of our Company or the gearing position of our Company which in the opinion of
our Directors are from time to time appropriate for our Company.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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(d) Share capital
The exercise in full of the Repurchase Mandate, on the basis of 90,751,378 Shares in issue
immediately following the completion of the Global offering (assuming that the Over-allotment
Option is not exercised and without taking into account any Shares which may be allotted and
issued pursuant to the exercise of Share Options), could accordingly result in up to 9,075,137
Shares being repurchased by our Company during the period until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of our Company;
(ii) the expiration of the period within which the next annual general meeting of our
Company is required to be held by any applicable law or the Articles of Association;
or
(iii) the time when such mandate is varied or revoked by an ordinary resolution of our
Shareholders in general meeting.
(e) General
None of our Directors or, to the best of their knowledge having made all reasonable
enquiries, any of their respective close associates currently intends to sell any Shares to our
Company or our subsidiaries.
Our Directors have undertaken to the Stock Exchange that, so far as the same may be
applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules
and the applicable laws.
If, as a result of any repurchase of Shares pursuant to the Repurchase Mandate, a
Shareholder’s proportionate interest in the voting rights of our Company increases, such
increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly,
a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase
of our Shareholders’ interest, 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 as a
result. Save as aforesaid, our Directors are not aware of any consequences which may arise
under the Takeovers Code if the Repurchase Mandate is exercised.
Any repurchase of Shares which results in the number of Shares held by the public being
reduced to less than 25% of our Shares then in issue could only be implemented with the
approval of the Stock Exchange to waive the Listing Rules requirements regarding public
shareholding referred to above. It is believed that a waiver of this provision would not normally
be given other than in exceptional circumstances.
No core connected person of our Company has notified our Company that he/she/it has
a present intention to sell Shares to our Company, or has undertaken not to do so, if the
Repurchase Mandate is exercised.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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B. FURTHER INFORMATION ABOUT OUR BUSINESS
1. Summary of Material Contracts
We have entered into the following contracts (not being contracts entered into in our
ordinary course of business) within the two years immediately preceding the issue of this
prospectus that are or may be material:
(a) the cornerstone investment agreement dated September 11, 2025 entered into among
our Company, Cithara Global Multi-Strategy SPC — Bosideng Industry Investment
Fund SP , CITIC Securities (Hong Kong) Limited, CLSA Limited, Haitong
International Capital Limited and Haitong International Securities Company
Limited, details of which are set out in “Cornerstone Investors”;
(b) the cornerstone investment agreement dated September 11, 2025 entered into among
our Company, Great Praise Investment SPC— Selected AI Fund SP , CITIC
Securities (Hong Kong) Limited, CLSA Limited, Haitong International Capital
Limited and Haitong International Securities Company Limited, details of which are
set out in “Cornerstone Investors”;
(c) the cornerstone investment agreement dated September 11, 2025 entered into among
our Company, Huatai Capital Investment Limited, CITIC Securities (Hong Kong)
Limited, CLSA Limited, Haitong International Capital Limited and Haitong
International Securities Company Limited, details of which are set out in
“Cornerstone Investors”; and
(d) the Hong Kong Underwriting Agreement.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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2. Intellectual Property Rights
(a) Trademarks
As of the Latest Practicable Date, we had registered the following trademarks which we
considered to be material to our business.
No. Trademark Owner
1. /H1118/H1118
 BeBeBus Technology
2. /H1118/H1118
 BeBeBus Technology
3. /H1118/H1118
 BeBeBus Technology
4. /H1118/H1118
 BeBeBus Technology
5. /H1118/H1118
 BeBeBus Technology
6. /H1118/H1118
 BeBeBus Technology
7. /H1118/H1118
 BeBeBus Technology
8. /H1118/H1118
 BeBeBus Technology
9. /H1118/H1118
 BeBeBus Technology
10. /H1118
 BeBeBus Technology
11. /H1118
 BeBeBus Technology
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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(b) Patents
As of the Latest Practicable Date, we had registered the following patents which we
considered to be material to our business.
No. Patent name Owner
Date of
authorization
Place of
registration
1. /H1118/H1118Child car seat (Galaxy) (ಉ
(ئGalaxy))
BeBeBus Safety May 11, 2018 PRC
2. /H1118/H1118A child car seat angle adjustment
mechanism (ሜ
ືዚ࿴)
BeBeBus Safety June 22, 2018 PRC
3. /H1118/H1118A five-point child car seat with seatbelt
storage design ( ɓ၇τΌ੭ϗॶόʞᓃ
ಉ)
BeBeBus Safety June 14, 2019 PRC
4. /H1118/H1118A head and neck protection structure for
car-mounted child car seat and car-
mounted child car seat ( ɓ၇ԓ༱Յഁ
᎘᎕ԣᚐഐ࿴ʿԓ༱Յഁτ
ಉ)
BeBeBus Safety June 14, 2019 PRC
5. /H1118/H1118A polyurethane foam part, its
preparation method, and the child car
seat made from it (ظ
ࢭ
ಉ)
BeBeBus Safety June 18, 2019 PRC
6. /H1118/H1118Basket-style child car seat ( ౤ᘫόՅഁ
ಉ)
BeBeBus Safety July 30, 2019 PRC
7. /H1118/H1118Child car seat (360 rotating model) ( Յ
ಉ(360ۨ))
BeBeBus Safety November 8,
2019
PRC
8. /H1118/H1118Backpack (̍) BeBeBus
Technology
February 4,
2020
PRC
9. /H1118/H1118Highchair ( ᎛ಉ) BeBeBus
Technology
February 7,
2020
PRC
10. /H1118/H1118Handbag ( ˓౤̍) BeBeBus
Technology
February 7,
2020
PRC
11. /H1118/H1118A mechanism for synchronously
adjusting the headrest height and side
wing width for child car seat ( Յഁτ
ΝӉሜືዚ
࿴)
BeBeBus Safety March 3, 2020 PRC
12. /H1118/H1118Child car seat (YM05) (ಉ
(YM05))
BeBeBus Safety March 3, 2020 PRC
13. /H1118/H1118
Child car seat (YM03) (ಉ
(YM03))
BeBeBus Safety March 3, 2020 PRC
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-11 –


--- page 545 ---
No. Patent name Owner
Date of
authorization
Place of
registration
14. /H1118/H1118Child car seat (YM06) (ಉ
(YM06))
BeBeBus Safety March 3, 2020 PRC
15. /H1118/H1118A stroller with seat that can be reversed
forward and backward (ۃ
ᏃՅԓ)
BeBeBus
Technology,
Zhengzhou Biuco
Children Products
Co., Ltd. ( ቍψԎ
΅
ʮ̡)
(“Zhengzhou
Biuco ”)
May 29, 2020 PRC
16. /H1118/H1118Baby stroller (white) ( ᏃՅપԓ(ͣЍ)) BeBeBus
Technology
June 23, 2020 PRC
17. /H1118/H1118Milk cup (؎BeBeBus
Technology
July 14, 2020 PRC
18. /H1118/H1118Baby food bowl (ມ) BeBeBus
Technology
July 14, 2020 PRC
19. /H1118/H1118Folding bed ( ұᛌґ) BeBeBus
Technology
July 14, 2020 PRC
20. /H1118/H1118Insulated bowl (๝ມ) BeBeBus
Technology
July 14, 2020 PRC
21. /H1118/H1118Balance bike ( ̻ፅԓ) BeBeBus
Technology
July 14, 2020 PRC
22. /H1118/H1118Scooter (ԓ) BeBeBus
Technology
September 29,
2020
PRC
23. /H1118/H1118A rotating structure for child seat
(ૅᔷഐ࿴)
BeBeBus Safety December 15,
2020
PRC
24. /H1118/H1118Baby stroller ( ᏃՅપԓ) BeBeBus
Technology,
Zhengzhou Biuco
December 25,
2020
PRC
25. /H1118/H1118Divided plate ( ᎛ᆵ(ࣸBeBeBus
Technology
December 25,
2020
PRC
26. /H1118/H1118Child bib (cat design) ( Յഁఖਏ(ۛBeBeBus
Technology
January 19,
2021
PRC
27. /H1118/H1118Baby stroller (white) ( ᏃՅԓ(ͣЍ)) BeBeBus
Technology
March 9, 2021 PRC
28. /H1118/H1118Child highchair ( Յഁ᎛ಉ) BeBeBus
Technology
March 9, 2021 PRC
29. /H1118/H1118Butterfly-shaped baby carrier (ᏃՅ
੭)
BeBeBus
Technology
March 30, 2021 PRC
30. /H1118/H1118A foldable baby crib (ᏃՅ
ґ)
BeBeBus
Technology
May 4, 2021 PRC
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-12 –


--- page 546 ---
No. Patent name Owner
Date of
authorization
Place of
registration
31. /H1118/H1118Child stroller (Trip+) ( Յഁપԓ(Ԯ
࢕))
BeBeBus
Technology
November 12,
2021
PRC
32. /H1118/H1118Child stroller (Armor+) ( Յഁપԓ(઼ঘ
࢕))
BeBeBus
Technology
November 12,
2021
PRC
33. /H1118/H1118A type of baby head shaping pillow ( ɓ
؆֛ۨ)
BeBeBus
Technology
December 7,
2021
PRC
34. /H1118/H1118A type of child stroller ( ɓ၇Յഁપԓ) BeBeBus
Technology
March 11, 2022 PRC
35. /H1118/H1118Baby crib (multi-functional and
foldable) ( ᏃՅґ(ε̌ঐ̙ұᛌ))
BeBeBus
Technology
June 21, 2022 PRC
36. /H1118/H1118A type of diaper with an air cushion
core (ॷ҇ፇ)
BeBeBus
Technology
June 21, 2022 PRC
37. /H1118/H1118A type of rotating car seat ( ɓ၇̙ૅᔷ
ಉ)
BeBeBus Safety July 19, 2022 PRC
38. /H1118/H1118Folding chair (card chair) ( ұᛌಉ(̔˪
ಉɿ))
BeBeBus
Technology
September 16,
2022
PRC
39. /H1118/H1118Packaging box (diapers) ( ̍ༀଷ(ॷ҇
ፇ))
BeBeBus
Technology
November 18,
2022
PRC
40. /H1118/H1118Stroller (Art+ plus) ( પԓ(࢕plus)) BeBeBus
Technology
December 27,
2022
PRC
41. /H1118/H1118A type of pajama with visible
temperature and humidity changes
(ွ஛)
BeBeBus
Technology
December 27,
2022
PRC
42. /H1118/H1118Bassinet (Armor+) ( ွᘫ(࢕BeBeBus
Technology
December 30,
2022
PRC
43. /H1118/H1118Temperature sensor ( ช๝ኜ) BeBeBus
Technology
January 20,
2023
PRC
44. /H1118/H1118Child seat backrest (ቦ) BeBeBus
Technology,
Zhongshan Weiya
Technology Co.,
Ltd. (ඩ
ʮ̡)
(“Zhongshan
Weiya”)
March 14, 2023 PRC
45. /H1118/H1118Child car seat (Smart+) (ಉ
(࢕))
BeBeBus
Technology
March 14, 2023 PRC
46. /H1118/H1118Stroller frame (ݖBeBeBus
Technology,
Zhongshan Weiya
March 14, 2023 PRC
47. /H1118/H1118Child car seat (Moon+) (ಉ
(࢕))
BeBeBus
Technology
March 14, 2023 PRC
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-13 –


--- page 547 ---
No. Patent name Owner
Date of
authorization
Place of
registration
48. /H1118/H1118Crib ( ᏃՅґ) BeBeBus
Technology
August 1, 2023 PRC
49. /H1118/H1118A multi-functional auxiliary seat ( ɓ၇ε
ಉ)
BeBeBus
Technology
September 26,
2023
PRC
50. /H1118/H1118Child car seat (Astron+ pro smart
edition) (ಉ(࢕pro౽ঐ
و))
BeBeBus Safety October 17,
2023
PRC
51. /H1118/H1118An electric rotating structure for car seat
(ಉཥਗૅᔷഐ࿴)
BeBeBus Safety December 22,
2023
PRC
52. /H1118/H1118Baby carrier (floating cloud) ( ໐ྋ(ओ
ථ))
BeBeBus
Technology
December 26,
2023
PRC
53. /H1118/H1118Car seat backrest adjustment structure
(ሜືഐ࿴)
BeBeBus Safety December 29,
2023
PRC
54. /H1118/H1118Crib (Wish+) ( ᏃՅґ(࢕BeBeBus Safety February 2,
2024
PRC
55. /H1118/H1118A seat pocket steering mechanism for
stroller (ਏᔷΣዚ࿴)
BeBeBus
Technology
March 15, 2024 PRC
56. /H1118/H1118Learning-to-sit highchair (Bloom+) ( ኪ
Ѭ᎛ಉ(ᖙ))
BeBeBus
Technology
March 29, 2024 PRC
57. /H1118/H1118A head and neck side wing shock
absorption structure, safety headrest,
and child car seat ( ɓ၇᎘᎕ਉᑈಯቤ
ಉ)
BeBeBus Safety May 24, 2024 PRC
58.
/H1118/H1118A self-locking headrest height
adjustment mechanism ( ɓ၇Іᕁό᎘
ሜືዚ࿴)
BeBeBus Safety May 24, 2024 PRC
59. /H1118/H1118Split seat base structure and child seat
(ಉ)
BeBeBus Safety May 24, 2024 PRC
60. /H1118/H1118Crib (Bloom+) ( ᏃՅґ(ᖙ)) BeBeBus
Technology
May 24, 2024 PRC
61. /H1118/H1118Child bicycle ( ՅഁІБԓ) BeBeBus
Technology
May 24, 2024 PRC
62. /H1118/H1118A new type of crib (ᏃՅґ) BeBeBus Safety June 7, 2024 PRC
63. /H1118/H1118Child sun hat (elastic version) ( Յഁԣ᛼
స(ᕦၡಛ))
BeBeBus
Technology
July 19, 2024 PRC
64. /H1118/H1118Adult sun hat ( ϓɛԣ᛼స) BeBeBus
Technology
August 23,
2024
PRC
65. /H1118/H1118Adjustable child sun hat ( ̙ሜືόՅഁ
ԣ᛼స)
BeBeBus
Technology
September 13,
2024
PRC
66. /H1118/H1118Baby bottle (small) ( ̲ଧ(ʃ)) BeBeBus
Technology
September 13,
2024
PRC
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-14 –


--- page 548 ---
No. Patent name Owner
Date of
authorization
Place of
registration
67. /H1118/H1118Baby carrier (breathable version) ( ໐ྋ
(ீंಛ))
BeBeBus
Technology
September 17,
2024
PRC
68. /H1118/H1118Bed rail (angel wings) ( ґᚐᙷ(˂Դʘ
ᑈ))
BeBeBus
Technology
September 20,
2024
PRC
69. /H1118/H1118Baby stroller (Art+) ( ᏃՅપԓ(࢕BeBeBus
Technology
September 27,
2024
PRC
70. /H1118/H1118Child sun hat (buckle version) ( Յഁԣ
᛼స(ᕁϔಛ))
BeBeBus
Technology
November 2,
2024
PRC
71. /H1118/H1118Stroller (Butterfly+) (પԓ(ሀሁಛ)) BeBeBus
Technology
November 2,
2024
PRC
(c) Copyrights
As of the Latest Practicable Date, we had registered the following copyrights which we
considered to be material to our business.
No. Copyright name Owner
Date of
registration
Place of
registration
1. /H1118/H1118BEBEBUS brand LOGO (BEBEBUSۜ
೐LOGO)
BeBeBus
Technology
June 4, 2019 PRC
2. /H1118/H1118BEBEBUS brand LOGO (BEBEBUSۜ
೐LOGO)
BeBeBus
Technology
January 8, 2021 PRC
3. /H1118/H1118Car seat screen icon (࿇ྡᅺ
icon)
BeBeBus Safety June 13, 2023 PRC
4. /H1118/H1118BeBeBus text-only logo (BeBeBus ॱ˖
οlogo)
BeBeBus
Technology
August 13,
2024
PRC
5. /H1118/H1118BeBeBus + seven-color rainbow
horizontal logo (BeBeBus+ྡ
ؐlogo)
BeBeBus
Technology
August 21,
2024
PRC
6. /H1118/H1118BeBeBus + three-color vertical logo
(BeBeBus+ؐlogo)
BeBeBus
Technology
August 21,
2024
PRC
7. /H1118/H1118BeBeBus + seven-color rainbow vertical
logo (BeBeBus+ؐlogo)
BeBeBus
Technology
August 21,
2024
PRC
8. /H1118/H1118BeBeBus + three-color horizontal logo
(BeBeBus+ؐlogo)
BeBeBus
Technology
August 21,
2024
PRC
9. /H1118/H1118BeBeBus Free+ 30° baby hip seat
carrier – seat surface design diagram
(BeBeBus࢕30°໐ྋ–ྡ)
BeBeBus
Technology
November 15,
2024
PRC
10. /H1118/H1118BeBeBus Free+ baby hip seat carrier M
sitting position illustration (BeBeBus
໐ྋMౢ೥
)
BeBeBus
Technology
November 15,
2024
PRC
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-15 –


--- page 549 ---
No. Copyright name Owner
Date of
registration
Place of
registration
11. /H1118/H1118BeBeBus Free+ baby hip seat carrier
function illustration (BeBeBus࢕
໐ྋ̌ঐౢ೥)
BeBeBus
Technology
November 15,
2024
PRC
12. /H1118/H1118BeBeBus Free+ baby hip seat carrier –
black gold and champagne gold
design combination diagram
(BeBeBusண
ଡ଼Υྡ)
BeBeBus
Technology
November 15,
2024
PRC
13. /H1118/H1118BeBeBus Free+ baby hip seat carrier –
black gold design diagram (BeBeBus
໐ྋ–ྡ)
BeBeBus
Technology
November 15,
2024
PRC
14. /H1118/H1118BeBeBus Free+ baby hip seat carrier –
champagne gold design diagram
(BeBeBus໐ྋ–ྡ)
BeBeBus
Technology
November 15,
2024
PRC
15. /H1118/H1118Quality sampling inspection system for
baby products at production and
factory release (͛ପ̈ᅀሯ
ᅵᏨ಻ӻ୕)
BeBeBus
Technology
June 23, 2020 PRC
16. /H1118/H1118Internet-of-things based intelligent
control system for production
equipment (͛ପண௪౽
ঐછՓӻ୕)
BeBeBus
Technology
June 23, 2020 PRC
17. /H1118/H1118Comprehensive management system for
baby product research and
development projects (೯ධ
ͦၝΥ၍ଣӻ୕)
BeBeBus
Technology
June 23, 2020 PRC
18. /H1118/H1118Intelligent information traceability
system for product supply chain (ۜ
৛๑ӻ୕)
BeBeBus
Technology
June 23, 2020 PRC
19. /H1118/H1118Intelligent design assistance software for
baby stroller structures ( ᏃՅપԓഐ࿴
Ⴞпழ΁)
BeBeBus
Technology
June 23, 2020 PRC
20. /H1118/H1118
E-commerce big data analysis and
processing system ( ཥɿਠਕɽᅰኽʱ
ஈଣӻ୕)
BeBeBus
Technology
June 23, 2020 PRC
21. /H1118/H1118Offline chain sales management platform
for baby products (ᇞɨஹᕁ
ቖਯ၍ଣ̻ၽ)
BeBeBus
Technology
June 23, 2020 PRC
22. /H1118/H1118Car seat performance testing data
reporting management system (ࢭ
ঐᏨ಻ᅰኽజѓ၍ଣӻ୕)
BeBeBus
Technology
June 23, 2020 PRC
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-16 –


--- page 550 ---
No. Copyright name Owner
Date of
registration
Place of
registration
23. /H1118/H1118Online shopping mall product promotion
planning and management system ( ၣ
ਗഄྌ၍ଣӻ୕)
BeBeBus
Technology
June 23, 2020 PRC
24. /H1118/H1118Internet-of-things product ERP
intelligent inventory management
software (ۜERPආቖπ౽ঐ
၍ଣழ΁)
BeBeBus
Technology
June 23, 2020 PRC
25 /H1118/H1118/H1118BeBeBus APP software (BeBeBus APP
ழ΁)
BeBeBus
Technology
November 1,
2022
PRC
(d) Domain Names
As of the Latest Practicable Date, we had registered the following internet domain names
which we considered to be material to our business.
No. Domain name Owner Expiration date
1./H1118/H1118/H1118butong.com Butong International HK June 27, 2026
2./H1118/H1118/H1118bebebus.cn BeBeBus Technology December 7, 2026
C. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL
SHAREHOLDERS
1. Particulars of Directors’ Service Contracts and Appointment Letters
(a) Executive Directors
Each of our executive Directors has entered into a service contract with us. The initial
term of their service contracts shall be three years commencing from the date of their
appointment until terminated in accordance with the terms and conditions of the service
contract or by either party giving to the other not less than two months’ prior notice.
Pursuant to the service contracts entered into with us, our executive Directors will receive
no remuneration as director’s fee.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-17 –


--- page 551 ---
(b) Independent non-executive Directors
Each of our independent non-executive Directors has entered into an appointment letter
with us effective from the Listing Date. The initial term of their appointment letters shall be
three years commencing from the date of their appointment or until the third annual general
meeting of our Company after the Listing, whichever is earlier (subject always to re-election
as and when required under the Articles of Association) until terminated in accordance with the
terms and conditions of the appointment letter or by either party giving to the other not less
than two months’ prior notice.
Pursuant to the appointment letters entered into with us, our independent non-executive
Directors will each receive a monthly director’s fee ranging from HK$15,000 to HK$18,000
commencing on the effective date of their respective appointment.
2. Remuneration of Directors
Save as disclosed in “Directors and Senior Management” and “Appendix I —
Accountants’ Report — Notes to The Historical Financial Information — 9. Directors’
Emoluments,” none of our Directors received other remunerations or benefits in kind from us.
3. Disclosure of Interests
(a) Interests and short positions of our Directors and chief executive in the Shares and
underlying Shares of our Company and our associated corporation
Save as disclosed below, so far as our Directors are aware, immediately following the
completion of the Global Offering (assuming that the Over-allotment Option is not exercised
and without taking into account any Shares which may be allotted and issued pursuant to the
exercise of Share Options), none of our Directors or chief executive has any interests or short
positions in the Shares, underlying Shares and debentures of our Company or any associated
corporation (within the meaning of Part XV of the SFO) which (i) will have to be notified to
our Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO
(including interests and short positions which he or she is taken or deemed to have under such
provisions of the SFO), (ii) will be required, pursuant to Section 352 of the SFO, to be entered
in the register referred to therein, or (iii) will be required, pursuant to the Model Code for
Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing
Rules, to be notified to our Company and the Stock Exchange.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-18 –


--- page 552 ---
(i) Interests in the Shares
Name Position Nature of interest
Number of
Shares (1)
Approximate
percentage of
interest in our
Company
immediately
following the
completion of the
Global Offering (2)
(%)
Mr. Wang /H1118/H1118/H1118Chairman of
our Board and
executive
Director
Beneficial interest
(3) 1,249,282 (L) 1.38
Interest in
controlled
corporation
(4)(5)
47,640,920 (L) 52.50
Ms. Shen /H1118/H1118/H1118/H1118Executive Director
and CEO
Interest in
controlled
corporation
(6)
5,400,000 (L) 5.95
Notes:
(1) The letter “L” denotes the person’s long position in the Shares.
(2) Based on the assumption that the Over-allotment Option is not exercised and without taking into
account any Shares which may be allotted and issued pursuant to the exercise of Share Options.
(3) Mr. Wang is entitled to acquire 1,249,282 Shares pursuant to the Share Options granted to him
under the Share Incentive Plan, subject to the relevant conditions (including vesting conditions)
thereunder.
(4) W ANGBOY AN is owned by Boyan Holdings as to 65% and WW ANG as to 35%. Boyan Holdings
is wholly owned by Vistra Trust (Singapore) Pte. Limited, the trustee of the Boyan Family Trust
with Mr. Wang as the settlor and protector and WW ANG as the beneficiary. WW ANG is wholly
owned by Mr. Wang. Accordingly, Mr. Wang is deemed to be interested in the 42,240,920 Shares
held by W ANGBOY AN under the SFO.
(5) Pursuant to a deed of voting proxy entered into between SLING and W ANGBOY AN on February
2, 2024, W ANGBOY AN, as the true and lawful attorney of SLING, has the right to vote over all
the 5,400,000 Shares held by SLING from the date of execution of the deed of voting proxy. For
details of the voting proxy, see “History, Reorganization and Corporate Structure — V oting
Proxy.”
(6) SLING is owned by SHENLING HOLDING INC (“ SHENLING ”) as to 50% and SL Family
Limited (“ SL”) as to 50%. SHENLING is wholly owned by Ms. Shen. SL is wholly owned by
Vistra Trust (Singapore) Pte. Limited, the trustee of the Shen Ling Family Trust with Ms. Shen
as the settlor and protector and SHENLING as the beneficiary. Accordingly, Ms. Shen is deemed
to be interested in the 5,400,000 Shares held by SLING under the SFO.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-19 –


--- page 553 ---
(b) Interests and short positions of our substantial Shareholders in the Shares and
underlying Shares of our Company
For the information on the persons who will, immediately following the completion of the
Global Offering (assuming that the Over-allotment Option is not exercised and without taking
into account any Shares which may be allotted and issued pursuant to the exercise of Share
Options), have interests or short positions in the Shares or underlying Shares of our Company
which would fall to be disclosed to us and the Stock Exchange pursuant to the provisions of
Divisions 2 and 3 of Part XV of the SFO, see “Substantial Shareholders.”
4. Disclaimers
Save as disclosed above and in “History, Reorganization and Corporate Structure” and
“Business”:
(a) none of our Directors or experts named in “— Qualification of Experts” in this
section is:
(i) interested in our promotion, or in any assets which have been, within the two
years immediately preceding the issue of this prospectus, acquired or disposed
of by or leased to any member of our Group, or are proposed to be acquired or
disposed of by or leased to any member of our Group;
(ii) 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;
(b) none of our Directors or their respective close associates or our Shareholders which
to the knowledge of our Directors own more than 5% of the number of our issued
Shares (excluding treasury shares) has any interest in our five largest customers or
suppliers in each year/period during the Track Record Period; and
(c) none of our Directors is a director or employee of a company which has an interest
or short position in the Shares or underlying Shares of our Company which would
fall to be disclosed to our Company pursuant to Divisions 2 and 3 of Part XV of the
SFO.
D. SHARE INCENTIVE PLAN
Our Company adopted the Share Incentive Plan on September 26, 2024. The Share
Incentive Plan is a pre-IPO share option scheme. As of the Latest Practicable Date, all Share
Options under the Share Incentive Plan have been granted to specific grantees, and no further
Share Option will be granted after the Listing.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-20 –


--- page 554 ---
1. Summary of the Principal Terms of the Share Incentive Plan
(a) Purposes
The purposes of the Share Incentive Plan are to (i) improve the corporate governance
structure of our Company and establish a mechanism for sharing returns and risks among our
Company, Shareholders and employees, and (ii) attract, motivate and stabilize the employees
of our Group, fully mobilize their enthusiasm and support the realization of our Company’s
strategies and long-term sustainable development.
(b) Eligible optionees
Eligible optionees (each an “ Optionee ”) of the Share Incentive Plan include:
(i) senior and middle management and core employees who have worked full-time in
our Group for more than 12 months;
(ii) employees to whom our Company has made oral or written undertaking regarding
the grant of Share Options; and
(iii) other personnel recognized by our Board.
(c) Plan limit
The maximum number of Shares underlying the Share Options is 5,824,920, representing
approximately 6.42% of the Shares in issue immediately following the completion of the
Global Offering (assuming that the Over-allotment Option is not exercised and without taking
into account any Shares which may be allotted and issued pursuant to the exercise of Share
Options).
(d) Term
The Share Incentive Plan took effect upon adoption by our Company and should be valid
for a maximum term of ten years.
(e) Administration
The Share Incentive Plan shall be managed by our Board. Our Board shall be entitled to:
(i) determine the list of Optionees;
(ii) determine the number of Share Options to be granted to the Optionees;
(iii) determine the exercise price of the Share Options;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-21 –


--- page 555 ---
(iv) amend, suspend or terminate the Share Incentive Plan;
(v) formulate, amend and cancel the terms of the Share Incentive Plan; and
(vi) determine other matters relating to the implementation of the Share Incentive Plan.
(f) Grant of Share Options
Our Board shall be entitled to determine whether to grant Share Options to an Optionee
and the number of Share Options to be granted pursuant to the Share Incentive Plan, taking into
account the Optionee’s position, seniority, length of service, work performance, etc.
When granting Share Options to an Optionee, our Company shall enter into an option
agreement (the “ Option Agreement ”) with the Optionee. The Option Agreement shall comply
with the terms of the Share Incentive Plan.
If our Company increases or reduces share capital, the number of Share Options granted
to the Optionee shall remain unchanged, but the percentage of shareholding of the Optionee in
our Company after exercise of Share Options will be adjusted accordingly.
(g) V esting of Share Options
Vesting schedule . Unless otherwise stipulated in the Share Incentive Plan and the Option
Agreement, Share Options granted to an Optionee shall vest in four installments within
48 months (each an “ Vesting Period ”) from the vesting commencement date (the “ Vesting
Commencement Date ”) stipulated in the Option Agreement. Specifically, 25% of the Share
Options granted shall vest when the Optionee works in our Group for 12 months from the
V esting Commencement Date, 25% of the Share Options granted shall vest when the Optionee
works in our Group for 24 months from the V esting Commencement Date, 25% of the Share
Options granted shall vest when the Optionee works in our Group for 36 months from the
V esting Commencement Date, and 25% of the Share Options granted shall vest when the
Optionee works in our Group for 48 months from the V esting Commencement Date.
Performance goals . The vesting conditions of Share Options granted under the Share
Incentive Plan include company performance goals and individual performance goals.
(i) Company performance goals: during each V esting Period, the corresponding
percentage of Share Options granted to an Optionee can only vest if the completion
rate of the performance goals of our Company for the year is no less than 80% and
the operating income of our Company increases compared to that of the previous
year; if the completion rate of the performance goals of our Company for the year
is less than 80% or the operating income of our Company decreases compared to that
of the previous year, unless otherwise resolved by our Board, the corresponding
percentage of Share Options will be automatically cancelled, and the Optionee will
no longer have any right to such cancelled Share Options; and
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-22 –


--- page 556 ---
(ii) Individual performance goals: our Company will conduct performance appraisals of
the Optionee during each V esting Period. The appraisal results are divided into three
levels: 80 points or above, 70 — 79 points, and 69 points or below, corresponding
to a standard coefficient of 1.0, 0.8, and 0, respectively. The number of Share
Options that can vest in each V esting Period equals the number of Share Options that
may vest in that V esting Period multiplies the standard coefficient corresponding to
the appraisal results. Share Options not vested because the appraisal results are
below 80 points will be automatically cancelled, and the Optionee will no longer
have any right to such cancelled Share Options.
If a V esting Period spans two calendar years, unless otherwise resolved by the
administrator of the Share Incentive Plan appointed by our Board, if the V esting
Commencement Date falls on or before June 30, the company performance goals and individual
performance goals of the current year shall apply, and if the V esting Commencement Date falls
on or after July 1, the company performance goals and individual performance goals of the
following year shall apply.
Suspension of vesting . Unless otherwise stipulated in the Option Agreement or resolved
by our Board, if the number of absence days of the Optionee due to sick leaves, personal leaves
or other reasons reaches 30 in any calendar year, the corresponding percentage of Share
Options that may otherwise vest during the V esting Period will cease to vest for a period equal
to the number of absence days in the calendar year, and the vesting of the Share Options will
be deferred accordingly.
(h) Exercise of Share Options
Exercise conditions . Share Options granted to an Optionee which are vested pursuant to
the Share Incentive Plan may be exercised in compliance with relevant laws and regulations.
The Optionee cannot exercise any Share Options before the Listing.
Exercise price . Unless otherwise resolved by our Board, the exercise price of the Share
Options shall be 35% of the price per Share based on the valuation of our Company in the latest
round of equity financing before the grant of the Share Options. Our Board shall determine the
payment method of exercise price.
Exercise procedures and deadline . Upon satisfaction of the exercise conditions, the
Optionee shall exercise Share Options in accordance with the procedures and deadline
determined by our Board. The Optionee shall cooperate in executing all relevant documents as
required by our Board. If the Optionee cannot exercise Share Options due to his/her failure to
execute relevant documents as required by our Board, the Optionee shall bear full
responsibilities. The Optionee shall also indemnify our Company if our Company suffers any
loss because of such failure. The Optionee shall exercise Share Options within 10 years from
the date of grant of the Share Options and pay the exercise price. Any Share Options not
exercised before expiration will be automatically cancelled.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-23 –


--- page 557 ---
Rights of Optionee . Before exercise of Share Options, the Optionee shall not enjoy any
voting rights, dividend rights or any other rights of the Shares underlying the Share Options.
After exercise of Share Options, the Optionee shall hold the Shares directly or through trust as
resolved by our Board.
Legal restrictions . If, in the opinion of our Company’s legal counsel, exercising Share
Options would result in a violation of any applicable laws, including but not limited to any
applicable securities laws, the Optionee shall not exercise any Share Options, and our
Company shall have no obligation to transfer any Shares to the Optionee.
(i) Cancellation of Share Options
Cancellation of Share Options due to misconduct . After the Listing, if the Optionee
commits any misconduct, unless otherwise resolved by our Board, from the date such
misconduct occurs, (i) Share Options that have not been exercised by the Optionee (whether
vested or not) will be automatically cancelled, and the Optionee will no longer have any right
to such cancelled Share Options, and (ii) Share Options that have been exercised by the
Optionee can be disposed of by the Optionee in accordance with the rules of the exchange
where the Shares of our Company are listed. The Optionee shall also indemnify our Group for
all losses incurred due to his or her misconduct.
Misconduct refers to any of the following acts committed by the Optionee intentionally
or due to gross negligence:
(i) violating any law, regulation, policy or employee handbook of our Group;
(ii) establishing employment relationships with other employers simultaneously which
seriously affects completion of tasks of our Group or refusing to rectify the issue
despite requests from our Group;
(iii) causing our Group to execute or modify employment agreement with the Optionee
against its true will by fraud, coercion or taking advantage of our Company,
rendering the employment agreement invalid;
(iv) violating professional ethics or committing serious dereliction or malfeasance of
duty or fraud that causes significant monetary losses of RMB5,000 or more to our
Group, or the foregoing acts indirectly or the Optionee makes negative remarks
about our Group directly that causes negative impact on the reputation of our Group;
(v) disclosing our Group’s confidential information such as trade secrets or violating
our Group’s confidentiality policies or confidentiality agreements executed with our
Group;
(vi) violating non-compete agreements or non-solicitation obligations;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-24 –


--- page 558 ---
(vii) termination of employment by our Group due to sub-par performance appraisals or
inability to perform job duties;
(viii) been absent for more than 12 consecutive months due to sick leaves or personal
leaves that comply with our Company’s labor and personnel related policies and
approved by the relevant department or other reasons;
(ix) violating the Share Incentive Plan or relevant agreements executed in accordance
with the Share Incentive Plan;
(x) being held criminally liable for committing a crime according to the law; and
(xi) other acts that cause significant loss or material adverse effects to our Group.
Cancellation of Share Options due to termination of employment other than for
misconduct . After the Listing, if the Optionee’s employment is terminated other than for
misconduct, from the date the Optionee resigns/ceases to provide services or terminates or
rescinds the employment agreement, (i) Share Options that have not been vested will be
automatically cancelled, and the Optionee will no longer have any right to such cancelled Share
Options, (ii) Share Options that have been vested but not exercised will be automatically
cancelled, and the Optionee will no longer have any right to such cancelled Share Options,
unless the Optionee exercises such Share Options and pays the exercise price within
15 business days, and (iii) Share Options that have been exercised by the Optionee can be
disposed of by the Optionee in accordance with the rules of the exchange where the Shares of
our Company are listed.
Termination of employment other than for misconduct refers to any circumstance where
the Optionee resigns or ceases to provide services or terminates or rescinds employment,
service or cooperation agreement with our Group for any reason other than for misconduct
specified above, including but not limited to the following circumstances:
(i) the Optionee voluntarily resigns (including circumstances where the Optionee
unilaterally notifies our Group to terminate the employment agreement before
expiration, or the Optionee decides not to renew the employment agreement upon
expiration even though our Group keeps or improves the terms of employment, or
the Optionee terminates the employment agreement with a subsidiary of our
Company due to its lawful dissolution and does not execute a new employment
agreement with our Company or another entity designated by our Company);
(ii) the Optionee leaves due to reasons attributable to our Group (including but not
limited to circumstances where our Group proposes to terminate the employment
agreement before expiration, or our Group and the Optionee mutually agree to
terminate the employment agreement before expiration, or our Group decides not to
renew the employment agreement upon expiration, or our Group terminates or
rescinds the employment agreement due to economic redundancy);
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-25 –


--- page 559 ---
(iii) the Optionee is unable to perform the employment agreement due to termination or
rescission of the employment agreement;
(iv) the Optionee terminates the employment agreement with our Group as he/she
reaches the statutory retirement age or begins to receive basic pension benefits
according to law;
(v) the Optionee is unable to perform his or her original job or any other job assigned
by our Group due to sickness or non work-related injury, resulting in the termination
of the employment agreement by our Group;
(vi) the Optionee loses the ability to work and is unable to continue working in our
Group, resulting in the termination of the employment agreement by our Group; and
(vii) the Optionee is declared dead or missing in law or is deceased.
Cancellation of Share Options before the Listing . Before the Listing, if the Optionee’s
Share Options are cancelled for any reason (including but not limited to misconduct and
termination of employment other than for misconduct specified above), unless otherwise
stipulated in the Share Incentive Plan or the Option Agreement, all Share Options granted to
the Optionee (whether vested or not) will be automatically cancelled from the date of such
misconduct or circumstance, and the Optionee will no longer have any right to such cancelled
Share Options.
Cancellation of Share Options in other circumstances . Share Options may also be
cancelled and/or reclaimed in the following circumstances:
(i) if the performance appraisal results of the Optionee are 69 points or below for two
consecutive years, our Company or the entity designated by our Board shall be
entitled (but not obligated) to reclaim the Share Options granted to the Optionee;
(ii) before the Listing, if the Optionee’s properties are divided due to divorce, all Share
Options granted to the Optionee will be automatically cancelled, and the Optionee
will no longer have any right to such cancelled Share Options;
(iii) before the Listing, if our Company needs to reclaim Share Options granted to the
Optionee due to financing needs or other reasons, our Company or the entity
designated by our Board shall be entitled (but not obligated) to reclaim all or part
of the Share Options granted to the Optionee at a mutually agreed price, and the
Share Options not reclaimed will continue to vest in accordance with the terms of
the Share Incentive Plan and the Option Agreement; and
(iv) our Board has full discretion in all other unspecified circumstances.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-26 –


--- page 560 ---
The Optionee unconditionally and irrevocably agrees to the terms of the Share Incentive
Plan and the Option Agreement regarding the cancellation and reclamation of Share Options,
and acknowledges that the consideration specified therein for the reclamation of Share Options
is the full consideration, and our Company is not required to pay any additional amounts
(including any dividends). From the date our Company issues a reclamation notice to the
Optionee in accordance with the Share Incentive Plan, the Optionee will no longer have any
right to the Share Options proposed to be reclaimed.
If our Company chooses to reclaim Share Options, it shall pay the reclamation price to
the Optionee within 180 days from the date of issuing the reclamation notice. If the Optionee
commits any misconduct specified above during such period, the Share Options shall be
cancelled according to the provisions regarding cancellation of Share Options due to
misconduct set out above.
(j) Restriction on Disposal of Share Options
Before the Listing, unless otherwise stipulated in the Share Incentive Plan or resolved by
our Company or our Board, the Optionee (whether he/she leaves our Group) shall not pledge,
transfer, place any encumbrance, or otherwise dispose of any Share Option.
After the Listing, the transfer of exercised Share Options shall also comply with the rules
of the exchange where the Shares of our Company are listed. In case of any conflict between
the terms of the Share Incentive Plan and the rules of the exchange where the Shares of our
Company are listed, the later shall prevail.
(k) Tax
The Optionee shall fund the exercise price himself/herself, and our Company will not
provide any financial support. The Optionee must pay income tax or other applicable taxes on
any gains derived from participation in the Share Incentive Plan in accordance with all
applicable tax laws. To the extent permitted by law, our Company reserves the right to withhold
taxes payable by the Optionee from any payment or transfer.
(l) Adjustment
Our Board shall resolve whether to adjust the Share Incentive Plan in the following
circumstances:
(i) merger or split-up of our Company; and
(ii) other circumstances where our Board considers it necessary to adjust the Share
Incentive Plan.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-27 –


--- page 561 ---
(m) Amendment, Suspension and Termination
Our Board may resolve to amend, suspend or terminate the Share Incentive Plan at any
time. Our Board reserves the final right to interpret the terms of the Share Incentive Plan and
related agreements, notices, undertakings, and other legal documents.
2. Outstanding Share Options
As of the Latest Practicable Date, 4,575,638 Shares underlying the Share Options granted
to our senior management (other than Mr. Wang) and other employees have been allotted and
issued to WEILING. WEILING is wholly owned by BUTONG ESOP LIMITED (“ BUTONG
ESOP ”). BUTONG ESOP is wholly owned by Futu Trustee Limited (“ Futu ”), the trustee of
the BUTONG ESOP Trust set up to facilitate the administration of the Share Options granted
to our senior management (other than Mr. Wang) and other employees. Pursuant to the trust
deed constituting the BUTONG ESOP Trust entered into between our Company and Futu, Futu
shall abstain and shall cause BUTONG ESOP to abstain from exercising the voting rights
attached to the Shares held by WEILING. In addition, 1,249,282 Shares underlying the Share
Options granted to Mr. Wang will be allotted and issued when the Share Options are vested and
exercised by Mr. Wang after the Listing. Such Shares represent approximately 1.38% of the
Shares in issue immediately following the completion of the Global Offering (assuming that
the Over-allotment Option is not exercised and without taking into account any Shares which
may be allotted and issued pursuant to the exercise of Share Options). Assuming full vesting
and exercise of all the Share Options granted to Mr. Wang under the Share Incentive Plan, the
dilution effect on the shareholding of our Shareholders immediately following the completion
of the Global Offering (assuming that the Over-allotment Option is not exercised) and on our
earnings per Share would be approximately 1.36%.
The table below sets out details of the Share Options granted under the Share Incentive
Plan as of the Latest Practicable Date.
Name Position Address Date of grant
Number
of Shares
subject
to Share
Options
granted
Exercise
price
Vesting
period
Approximate
percentage of
shareholding in
our Company
immediately
following the
completion of
the Global
Offering (1)
(US$) (%)
Director
Mr. Wang /H1118/H1118/H1118/H1118/H1118/H1118/H1118Chairman of our
Board and
executive Director
Room 101, No. 79,
Ganquanyi
Village, Putuo
District, Shanghai,
PRC
September 26,
2024
1,249,282 1.23 Note 3 1.38
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118 1,249,282 1.38
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-28 –


--- page 562 ---
Name Position Address Date of grant
Number
of Shares
subject
to Share
Options
granted
Exercise
price
Vesting
period
Approximate
percentage of
shareholding in
our Company
immediately
following the
completion of
the Global
Offering (1)
(US$) (%)
Senior management of our Company
Mr. Lam Chun Kit (؍
௫) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
CFO Flat F, 50/F, Block
5, Banyan Garden,
Lai Chi Kok
Road, Kowloon,
Hong Kong
September 26,
2024
800,000 1.23 Note 3 0.88
Mr. Zuo Limin ( ̸л
͏) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
General manager of
manufacturing
Room 804, No. 97,
Building 31,
Sunshine Rose
Garden,
Dongqianhu Town,
Yinzhou District,
Ningbo, Zhejiang
Province, PRC
September 26,
2024
116,000 1.23 Note 3 0.13
January 9,
2021
(2)
80,790 Nil Nil 0.09
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118 996,790 1.10
Other employees of our Group
Mr. Zhang Hongchen
(ો) /H1118/H1118/H1118/H1118/H1118/H1118
Director of user
research and
planning
No. 498 Xietu Road,
Huangpu District,
Shanghai, PRC
January 9,
2021
(2)
727,113 Nil Nil 0.80
Mr. Wang Longlei ( ˮ
Ꮂᓍ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Director of user
relations
No. 135, Pengqian
Village,
Dazhanglou Town,
Jiaxiang County,
Shandong
Province, PRC
January 9,
2021
(2)
549,374 Nil Nil 0.61
Mr. Feng Zhongbiao
(உ) /H1118/H1118/H1118/H1118/H1118/H1118
Director of public
affairs
Room 102, No. 17,
Lane 209,
Zhennan Road,
Putuo District,
Shanghai, PRC
September 26,
2024
390,921 1.23 Note 3 0.43
Mr. Bao Sijie (ܠ
ઠ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Director of
e-commerce
No. 26, Wangjiaqiao,
Shuangtou
Village, Guisi
Neighborhood,
Zhenhai District,
Ningbo, Zhejiang
Province, PRC
January 9,
2021
(2)
371,635 Nil Nil 0.41
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-29 –


--- page 563 ---
Name Position Address Date of grant
Number
of Shares
subject
to Share
Options
granted
Exercise
price
Vesting
period
Approximate
percentage of
shareholding in
our Company
immediately
following the
completion of
the Global
Offering (1)
(US$) (%)
Mr. Zhang Baoshan ( ੵ
ᘒʆ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Director of
marketing
management
No. 311, Shuidemiao
Neighborhood
Committee,
Liyang Town, Li
County, Hunan
Province, PRC
January 9,
2021
(2)
323,161 Nil Nil 0.36
Mr. Wu Qingqian ( ю
ᅅ৻) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Director of customer
service and
procurement
manager
No. 503, Unit 1,
Building 2, No.
62 Haiqu East
Road, Donggang
District, Rizhao,
Shandong
Province, PRC
January 9,
2021
(2)
161,581 Nil Nil 0.18
June 4,
2025
50,832 1.23 Note 3 0.06
Mr. Qiu Wenqiang (ړ
˖੶) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Director of visual
design
No. 125 Zhongfen
Road, Caoxi
Neighborhood,
Xinluo District,
Longyan, Fujian
Province, PRC
January 9,
2021
(2)
137,344 Nil Nil 0.15
Mr. Y u Dongwei (؇ࠜ
ਃ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Director of brand
design
No. 5, No. 1 Jinye
Road, Y anta
District, Xi’an,
Shaanxi Province,
PRC
January 9,
2021
(2)
121,186 Nil Nil 0.13
Mr. Wang Zhongwei
(ࠨ)H1118/H1118/H1118/H1118/H1118/H1118
Director of channel
sales
No. 101, Qidong
Salt Farm
Dormitory,
Qidong, Jiangsu
Province, PRC
January 9,
2021
(2)
113,106 Nil Nil 0.12
Mr. Zhu Jilei (ᆾ) /H1118Senior project
manager
Hezhuang Group,
Madian Village,
Taodian Town,
Shou County,
Anhui Province,
PRC
January 9,
2021
(2)
113,106 Nil Nil 0.12
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-30 –


--- page 564 ---
Name Position Address Date of grant
Number
of Shares
subject
to Share
Options
granted
Exercise
price
Vesting
period
Approximate
percentage of
shareholding in
our Company
immediately
following the
completion of
the Global
Offering (1)
(US$) (%)
Ms. Wang Xiasha ( ˮ
୶) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Operations manager No. 50, Group 1,
Shunhu Village,
Puyang Town,
Xiaoshan District,
Hangzhou,
Zhejiang Province,
PRC
January 9,
2021
(2)
105,027 Nil Nil 0.12
Ms. Zhou Hongmei ( մ
ૠ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Category operations
supervisor
Y oufang, Mafan
Village, Mafan
Town, Guangshan
County, Henan
Province, PRC
January 9,
2021
(2)
88,869 Nil Nil 0.10
Mr. Hao Kaikai ( ৠ௱
௱) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Director of
industrial design
Room 405, Unit 2,
Building 75,
Xinyuan Shijia,
No. 98 Jinzhong
Road, Huaqiao
Town, Kunshan,
Jiangsu Province,
PRC
January 9,
2021
(2)
80,790 Nil Nil 0.09
Ms. Chen Wanjun ( ௓
ੈё) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Director of supply
chain
Room 303, No. 31,
Lane 410, Yima
Road, Jiading
District, Shanghai,
PRC
September 26,
2024
26,932 1.23 Note 3 0.03
Ms. Li Xiaolin ( ҽወ
؍)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Operations manager Room 1701,
Building 11,
Jiabao
Mengzhichen
Garden, Huaqiao
Town, Kunshan,
Jiangsu Province,
PRC
September 26,
2024
26,296 1.23 Note 3 0.03
Mr. Li Jianqun (ܔ
໊) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Senior creative
engineer
No. 9 Laoshan
Road, Y ushan
Town, Kunshan,
Jiangsu Province,
PRC
September 26,
2024
19,375 1.23 Note 3 0.02
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-31 –


--- page 565 ---
Name Position Address Date of grant
Number
of Shares
subject
to Share
Options
granted
Exercise
price
Vesting
period
Approximate
percentage of
shareholding in
our Company
immediately
following the
completion of
the Global
Offering (1)
(US$) (%)
Mr. Wang Jirun ( ˮጐ
ᆗ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Senior structural
designer
Y anshan Village,
Nanyan Town,
Pingyang County,
Zhejiang Province,
PRC
September 26,
2024
18,863 1.23 Note 3 0.02
Ms. Li Tingting ( ҽణ
ణ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Director of brand Municipal
Household Group
of Weiji Town,
Lingbi County,
Suzhou, Anhui
Province, PRC
September 26,
2024
16,500 1.23 Note 3 0.02
Ms. Nan Ganlin (͚
ᎌ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Manager of user
research
Room 103, No. 10,
Lane 17, Pusong
North Road,
Changning
District, Shanghai,
PRC
January 9,
2021
(2)
16,158 Nil Nil 0.02
Mr. Guo Jianzhao ( ெ
ᄏ১) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Senior manager of
structural design
Room 505, Building
18, Mingzhou
Garden, Xinqi
Neighborhood,
Beilun District,
Ningbo, Zhejiang
Province, PRC
September 26,
2024
15,421 1.23 Note 3 0.02
M r .H eX u w u( Оҏ
؛)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Manager of quality
department
No. 42, Hedun
Group, Jinba
Village, Zhoutou
Town, Susong
County, Anqing,
Anhui Province,
PRC
September 26,
2024
13,887 1.23 Note 3 0.02
Mr. Zeng Zhifang ( ಀ
қ˙) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Project manager No. 75, Nanxi
Natural Village,
Nanxi Village,
Badu Town, Jishui
County, Ji’an,
Jiangxi Province,
PRC
September 26,
2024
13,200 1.23 Note 3 0.01
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-32 –


--- page 566 ---
Name Position Address Date of grant
Number
of Shares
subject
to Share
Options
granted
Exercise
price
Vesting
period
Approximate
percentage of
shareholding in
our Company
immediately
following the
completion of
the Global
Offering (1)
(US$) (%)
Mr. Li Haibin ( ҽऎ
ⅳ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Manager of
equipment
department
No. 2, Wankeng,
Zhuangkengkou
Village,
Wudoujiang Town,
Suichuan County,
Ji’an, Jiangxi
Province, PRC
September 26,
2024
12,887 1.23 Note 3 0.01
Ms. Y ang Tingting ( เ
ణణ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
After-sales customer
service supervisor
Room 1406,
Building 17,
Huaqiaoyu
Garden, Huaqiao
Town, Kunshan,
Suzhou, Jiangsu
Province, PRC
September 26,
2024
12,279 1.23 Note 3 0.01
Ms. Jiang Juan (ࢇ۴)H1118Head of customer
pre-sales service
Room 104, Building
23, Changfa
Haojun Garden,
Lujia Town,
Kunshan, Jiangsu
Province, PRC
September 26,
2024
12,279 1.23 Note 3 0.01
M r .X uZ i y i( ஢ɿ່) /H1118Manager of
engineering
department
No. 19,
Y upeizhuang,
Baying Town,
Qinghe County,
Xingtai, Hebei
Province, PRC
September 26,
2024
12,163 1.23 Note 3 0.01
Mr. Zhang Jianbo ( ੵ
ت)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Director of
information
technology
Room 1-3, No. 11,
Richeng Lane,
Zhaobaoshan
Neighborhood,
Zhenhai District,
Ningbo, Zhejiang
Province, PRC
September 26,
2024
10,000 1.23 Note 3 0.01
Mr. Y e Weihua ( ໢ਃ
ശ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Senior product
quality manager
Group 7, Y e Village,
Xingangshan
Town, Dexing,
Jiangxi Province,
PRC
September 26,
2024
9,563 1.23 Note 3 0.01
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-33 –


--- page 567 ---
Name Position Address Date of grant
Number
of Shares
subject
to Share
Options
granted
Exercise
price
Vesting
period
Approximate
percentage of
shareholding in
our Company
immediately
following the
completion of
the Global
Offering (1)
(US$) (%)
M r .L iZ e w e i(ҽዣਃ) /H1118Brand placement
manager
No. 452, Lizhuang
Village, Macun
Town, Jiaxiang
County, Shandong
Province, PRC
September 26,
2024
5,533 1.23 Note 3 0.01
Ms. Shao Hongwei (ڑ
҃ਃ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Human resources
business partner
No. 73, Y ongzhi
Community,
Huawei Village,
Xinba Town,
Y angzhou, Jiangsu
Province, PRC
September 26,
2024
3,467 1.23 Note 3 0.00
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118 3,578,848 3.94
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 5,824,920 6.42
Notes:
(1) Based on the assumption that the Over-allotment Option is not exercised and without taking into account any
Shares which may be allotted and issued pursuant to the exercise of Share Options.
(2) BeBeBus Technology adopted an onshore employee incentive plan and granted an aggregate of 2,989,240 share
options thereunder to certain employees of our Group in January 2021. Upon the completion of the
Reorganization, our Company resolved in September 2024 to terminate the onshore employee incentive plan
and swap the share options granted thereunder for the Share Options governed by the Share Incentive Plan on
a one-to-one basis (the “ Swapped Share Options ”). Consequently, all share options granted under the onshore
employee incentive plan ceased to be effective. The Swapped Share Options were vested upon swap with no
exercise price. The other terms of the Swapped Share Options are the same as Share Options granted on
September 26, 2024 under the Share Incentive Plan.
(3) 25% of the Share Options granted shall vest when the Optionee works in our Group for 12 months from the
V esting Commencement Date, 25% of the Share Options granted shall vest when the Optionee works in our
Group for 24 months from the V esting Commencement Date, 25% of the Share Options granted shall vest when
the Optionee works in our Group for 36 months from the V esting Commencement Date, and 25% of the Share
Options granted shall vest when the Optionee works in our Group for 48 months from the V esting
Commencement Date.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-34 –


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E. OTHER INFORMATION
1. Estate Duty
Our Directors have been advised that no material liability for estate duty is likely to fall
upon any member of our Group.
2. Litigation
As of the Latest Practicable Date, no member of our Group was involved in any litigation,
arbitration, administrative proceedings or claims of material importance, and so far as we are
aware, no litigation, arbitration, administrative proceedings or claims of material importance
are pending or threatened against any member of our Group.
3. Joint Sponsors
The Joint Sponsors have made an application on our behalf to the Stock Exchange for the
listing of, and permission to deal in, the Shares in issue (including the Shares outstanding and
to be converted from the Preferred Shares) and to be issued pursuant to the Global Offering and
the exercise of the Over-allotment Option and Share Options.
Each of the Joint Sponsors satisfies the independence criteria applicable to sponsor set out
in Rule 3A.07 of the Listing Rules. Each of the Joint Sponsors will receive a fee of US$350,000
for acting as a joint sponsor for the Listing.
4. Preliminary Expenses
Our Company did not incur any material preliminary expenses.
5. Qualification of Experts
The qualifications of the experts who have given opinions or advice in this prospectus are
as follows:
Name Qualification
CITIC Securities (Hong Kong) Limited /H1118/H1118A corporation licensed to conduct Type 4
(advising on securities) and Type 6
(advising on corporate finance) of the
regulated activities as defined under the
SFO
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-35 –


--- page 569 ---
Name Qualification
Haitong International Capital Limited /H1118/H1118/H1118/H1118A corporation licensed to conduct 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Certified Public Accountants
Public Interest Entity Auditor registered in
accordance with the Accounting and
Financial Reporting Council Ordinance
Commerce & Finance Law Offices /H1118/H1118/H1118/H1118/H1118/H1118Legal advisor to our Company as to PRC
laws
Harney Westwood & Riegels /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Legal advisor to our Company as to
Cayman Islands laws
Frost & Sullivan (Beijing) Inc., Shanghai
Branch Co. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Industry consultant
6. Consent of Experts
Each of the experts named above has given and has not withdrawn its written consent to
the issue of this prospectus with the inclusion of its reports, letters or opinions (as the case may
be) and the references to its name included herein in the form and context in which it is
included.
As of the Latest Practicable Date, none of the experts named above had any shareholding
in any member of our Group or right (whether legally enforceable or not) to subscribe for or
to nominate persons to subscribe for securities in any member of our Group.
7. Binding Effect
This prospectus shall have the effect, if any application is made pursuant hereto, of
rendering all persons concerned bound by all the provisions (other than the penal provisions)
of Sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance so far as applicable.
8. Bilingual Prospectus
The English language and Chinese language versions of this prospectus are being
published separately in reliance upon the exemption provided by Section 4 of the Companies
Ordinance (Exemption of Companies and Prospectuses from Compliance with Provisions)
Notice (Chapter 32L of the Laws of Hong Kong).
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-36 –


--- page 570 ---
9. Miscellaneous
(a) Save as disclosed in “Financial Information,” “History, Reorganization and
Corporate Structure,” and “Underwriting,” within the two years immediately
preceding the issue of this prospectus:
(i) no share or debenture of any member of our Group has been issued or agreed
to be issued or is proposed to be issued for cash or as fully or partly paid up
otherwise than in cash;
(ii) no share or debenture of any member of our Group is under option or agreed
conditionally or unconditionally to be put under option;
(iii) no commissions, discounts, brokerages or other special terms have been
granted in connection with the issue or sale of any capital of any member of
our Group; and
(iv) no commission has been paid or is payable for subscribing, agreeing to
subscribe, procuring or agreeing to procure subscriptions for any shares in or
debentures of our Company.
(b) There are no founder or management or deferred shares in our Company.
(c) We do not have any promoter. No cash, securities or other benefit has been paid,
allotted or given nor is any proposed to be paid, allotted or given to any promoter
within the two years immediately preceding the issue of this prospectus.
(d) There is no restriction affecting the remittance of profits or repatriation of capital of
our Company into Hong Kong from outside Hong Kong.
(e) There is no arrangement under which future dividends are waived or agreed to be
waived.
(f) There are no contracts for the hire or hire purchase of plant to or by our Group for
a period of over one year which are substantial in relation to our Group’s business.
(g) There have been no interruptions in our business which may have or have had a
significant effect on our financial position in the last 12 months.
(h) No part of the equity or debt securities of our Company is listed or dealt in on any
stock exchange, and no such listing or permission to deal on any stock exchange
other than the Stock Exchange is being or is proposed to be sought.
(i) Our Group has no outstanding convertible debt securities or debentures.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-37 –


--- page 571 ---
DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to the copy of this prospectus and delivered to the Registrar of
Companies in Hong Kong for registration were:
(a) the written consents referred to in “Appendix IV — Statutory and General
Information — E. Other Information — 6. Consent of Experts”; and
(b) a copy of each of the material contracts referred to in “Appendix IV — Statutory and
General Information — B. Further Information about Our Business — 1. Summary
of Material Contracts.”
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.butong.com during a period of
14 days from the date of this prospectus:
(a) the Memorandum of Association and the Articles of Association;
(b) the Cayman Companies Act;
(c) the Accountants’ Report from KPMG, the text of which is set out in Appendix I to
this prospectus;
(d) the report on the unaudited pro forma financial information of our Group from
KPMG, the text of which is set out in Appendix II to this prospectus;
(e) the audited consolidated financial statements of our Group for the three financial
years ended December 31, 2022, 2023 and 2024 and the six months ended June 30,
2025;
(f) the PRC legal opinions issued by Commerce & Finance Law Offices, our PRC Legal
Advisor, in respect of certain general corporate matters and property interests of our
Group in the PRC;
(g) the letter of advice prepared by Harney Westwood & Riegels, our legal advisor as
to Cayman Islands laws, summarizing certain aspects of the Cayman Islands
company laws referred to in Appendix III to this prospectus;
(h) the industry report prepared by Frost & Sullivan, a summary of which is set out in
“Industry Overview”;
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND A V AILABLE ON DISPLAY
– V-1 –


--- page 572 ---
(i) the material contracts referred to in “Appendix IV — Statutory and General
Information — B. Further Information about Our business — 1. Summary of
Material Contracts”;
(j) the written consents referred to in “Appendix IV — Statutory and General
Information — E. Other Information — 6. Consent of Experts”;
(k) the service contracts and appointment letters with our Directors referred to in
“Appendix IV — Statutory and General Information — C. Further Information about
Our Directors and Substantial Shareholders — 1. Particulars of Directors’ Service
Contracts and Appointment Letters”; and
(l) the terms of the Share Incentive Plan.
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND A V AILABLE ON DISPLAY
– V-2 –


--- page 573 ---
