--- page 1 ---
Stock Code : 6687
(A company incorporated in the Cayman Islands with limited liability)
聚水潭集團股份有限公司
JST Group Corporation Limited
GLOBAL
OFFERING
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
(in alphabetical order)
Joint Bookrunner and Joint Lead Manager


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Important: If you have doubt about any of the contents in this Prospectus, you should obtain independent professional advice.
JST Group Corporation Limited
ʮ̡
(A company incorporated in the Cayman Islands with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the
Global Offering
: 68,166,200 Offer Shares (subject to the
Offer Size Adjustment Option and the
Over-allotment Option)
Number of Hong Kong Offer Shares : 6,816,700 Offer Shares (subject to
reallocation and the Offer Size
Adjustment Option)
Number of International Offer Shares : 61,349,500 Offer Shares (subject to
reallocation, the Offer Size Adjustment
Option and the Over-allotment
Option)
Offer Price : HK$30.60 per Offer Share, plus
brokerage of 1.0%, SFC transaction
levy of 0.0027%, Stock Exchange
trading fee of 0.00565% and AFRC
transaction levy of 0.00015% (payable
in full on application in Hong Kong
dollars, subject to refund)
Nominal value : US$0.0001 per Share
Stock code : 6687
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
(in alphabetical order)
Joint Bookrunner and Joint Lead Manager
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no 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 the section headed “Appendix V—Documents Delivered to the Registrar of Companies in Hong Kong and
Available on Display”, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Misce llaneous Provisions)
Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibili ty for the contents of this
Prospectus or any other document referred to above.
The Offer Price will be HK$30.60 per Offer Share. Applicants for Hong Kong Offer Shares are required to pay, on application (subject to the application channel), the Offer Price of
HK$30.60 for each Hong Kong Offer Share together with brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock E xchange trading fee of
0.00565%.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws of the United States and may not be off ered, sold, pledged, or transferred
within the United States, except that Offer Shares may be offered, sold or delivered to QIBs in reliance on an exemption from registration under the U.S . Securities Act provided by, and
in accordance with the restrictions of, Rule 144A or another exemption from the registration requirements of the U.S. Securities Act. The Offer Share s may be offered, sold or delivered
outside of the United States in offshore transactions in accordance with Regulation S.
Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this Prospectus, includin g the risk factors set out in the section
headed “Risk Factors”.
The Overall Coordinators (for themselves and on behalf of the Underwriters) may, with our consent, reduce the number of Offer Shares being offered und er the Global Offering
and/or the Offer Price 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, an announcement will be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at jushuitan.com and the offer will be canceled and
relaunched at the revised number of Offer Shares and/or the revised Offer Price in accordance with the requirements under Rule 11.13 of the Listing Rul es (which include the
issue of a supplemental prospectus or a new prospectus (as appropriate)), as soon as practicable following the decision to make such reduction, and in any event we will announce
the decision to make such reduction not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offeri ng. Details of the
arrangement will then be announced by us as soon as practicable. For further information, see “Structure of the Global Offering” and “How to Apply for H ong Kong Offer
Shares”.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Global Coordinators and the Overall Coordinators
(for themselves and on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. See “Underwriting—Underw riting Arrangements and Expenses
– Hong Kong Public Offering – Grounds for Termination.”
ATTENTION
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to the p ublic in relation to the Hong
Kong Public Offering.
This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk and our website at jushuitan.com . If you require a printed copy of this prospectus, you may
download and print from the website addresses above.
IMPORTANT
October 13, 2025


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IMPORTANT NOTICE TO INVESTORS:
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong
Public Offering. We will not provide printed copies of this prospectus to the public
in relation to the Hong Kong Public Offering.
This prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing
Information ” section, and our website at jushuitan.com. If you require a printed
copy of this prospectus, you may download and print from the website addresses
above.
To apply for the Hong Kong Offer Shares, you may:
(1) apply online via the White Form eIPO service or at www.eipo.com.hk ;o r
(2) apply electronically through the HKSCC EIPO channel and cause HKSCC
Nominees to apply on your behalf by instructing your broker or custodian who
is a HKSCC Participant to give electronic application instructions via
HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your
behalf.
We will not provide any physical channels to accept any application for the
Hong Kong Offer Shares by the public. The contents of 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.
Please refer to the section headed “How to Apply for Hong Kong Offer Shares”
in this prospectus for further details of the procedures through which you can apply
for the Hong Kong Offer Shares electronically.
IMPORTANT


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Y our application through the White Form eIPO service or the HKSCC EIPO
channel service 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 Hong
Kong Offer Shares.
If you are applying through the HKSCC EIPO channel, your broker or custodian
may require you to pre-fund your application in such amount as determined by the broker
or custodian, based on the applicable laws and regulations in Hong Kong. Y ou are
responsible for complying with any such pre-funding requirement imposed by your
broker or custodian with respect to the Hong Kong Offer Shares you applied for.
JST Group Corporation Limited
(HK$30.60 per Hong Kong Offer Share)
NUMBER OF HONG KONG OFFER SHARES THAT MAY BE
APPLIED FOR AND PAYMENTS
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
100 3,090.85 1,500 46,362.90 8,000 247,268.81 90,000 2,781,774.09
200 6,181.73 2,000 61,817.20 9,000 278,177.41 100,000 3,090,860.10
300 9,272.58 2,500 77,271.50 10,000 309,086.01 200,000 6,181,720.20
400 12,363.44 3,000 92,725.81 20,000 618,172.02 300,000 9,272,580.30
500 15,454.29 3,500 108,180.10 30,000 927,258.04 400,000 12,363,440.40
600 18,545.17 4,000 123,634.40 40,000 1,236,344.05 500,000 15,454,300.50
700 21,636.02 4,500 139,088.71 50,000 1,545,430.06 1,000,000 30,908,601.00
800 24,726.88 5,000 154,543.00 60,000 1,854,516.05 1,500,000 46,362,901.50
900 27,817.74 6,000 185,451.61 70,000 2,163,602.06 2,000,000 61,817,202.00
1,000 30,908.61 7,000 216,360.20 80,000 2,472,688.08 3,408,300
(1) 105,345,784.79
(1) Maximum number of Hong Kong Offer Share you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee
and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange
Participants (as defined in the Listing Rules) and the SFC transaction levy, the Stock Exchange trading
fee and AFRC transaction levy are paid to the Stock Exchange (in the case of the SFC transaction levy
and in the case of the AFRC transaction levy, collected by the Stock Exchange on behalf of the SFC
and the AFRC respectively).
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
jushuitan.com.
Hong Kong Public Offering commences ...................... .9:00 a.m. on Monday,
October 13, 2025
Latest time for completing 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,
October 16, 2025
Application lists for the Hong Kong Public
Offering open (3) ...................................... 1 1:45 a.m. on Thursday,
October 16, 2025
Latest time for (a) completing payment for the
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,
October 16, 2025
If you are instructing your broker or custodian who is a HKSCC Participant to give
electronic application instructions via FINI to apply for the Hong Kong Offer Shares on your
behalf, you are advised to contact your broker or custodian for the earliest and latest time for
giving such instructions which may be different from the latest time as stated above, as this
may vary by broker or custodian.
Application lists close
(3) ................................ .12:00 noon on Thursday,
October 16, 2025
EXPECTED TIMETABLE (1)
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Announcement of the level of
indications of interest in the International
Offering, the level of applications in the
Hong Kong Public Offering and the basis of
allocations of the Hong Kong Offer Shares to
be published on the website of our Company
at jushuitan.com and the website
of the Stock Exchange at www.hkexnews.hk
no later than 11:00 p.m. on (5) ...................................... .Monday,
October 20, 2025
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 at jushuitan.com and the website
of the Stock Exchange at www.hkexnews.hk ,
respectively .................................. n o later than 11:00 p.m. on
Monday, October 20, 2025
* from the designated results of allocations
website at www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment )
with a “search by ID” function from ................... 1 1:00 p.m. on Monday,
October 20, 2025
to 12:00 midnight on
Sunday, October 26, 2025
* from the allocation results telephone
enquiry by calling +852 2862 8555
between 9:00 a.m. and 6:00 p.m. on ...............T uesday, October 21, 2025,
Wednesday, October 22, 2025,
Thursday, October 23, 2025
and Friday, October 24, 2025
Despatch of Share certificates in respect of wholly or
partially successful applications, or deposit of
Share certificate into CCASS, on or before
(6) ............ .Monday, October 20, 2025
Despatch of White Form e-Refund payment
instructions and refund cheques on or before (7) ............ T uesday, October 21, 2025
Dealings in the Shares on the Stock Exchange
expected to commence at ............................... .9:00 a.m. on Tuesday,
October 21, 2025
EXPECTED TIMETABLE (1)
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Notes:
(1) All dates and times refer to Hong Kong dates and times.
(2) Y ou will not be permitted to submit your application under the White Form eIPO service through the
designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you
have already submitted your application and obtained an application reference number the designated website
prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of the
application monies) until 12:00 noon on the last day for submitting applications, when the application lists
close.
(3) If there is a “black” rainstorm warning signal, a tropical cyclone warning signal number 8 or above, and/or
Extreme Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on
Thursday, October 16, 2025, the application lists will not open and close on that day. See the section headed
“How to Apply for Hong Kong Offer Shares—E. Severe Weather Arrangements” in this Prospectus.
(4) Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC via
FINI System should refer to the section headed “How to Apply for Hong Kong Offer Shares—A. Application
for Hong Kong Offer Shares—2. Application Channels” in this Prospectus.
(5) None of the websites or any of the information contained on the websites forms part of this Prospectus.
(6) The Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date, which is
expected to be Tuesday, October 21, 2025, provided that the Global Offering has become unconditional in all
respects at or before that time. Investors who trade Shares on the basis of publicly available allocation details
or prior to the receipt of the Share certificates or prior to the Share certificates becoming valid do so entirely
at their own risk.
(7) White Form e-Refund payment instructions/refund checks will be issued in respect of wholly or partially
unsuccessful applications pursuant to the Hong Kong Public Offering.
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”, 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, our Company will
make an announcement as soon as practicable thereafter.
EXPECTED TIMETABLE (1)
– iii –


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IMPORTANT NOTICE TO INVESTORS
This Prospectus is issued by us solely in connection with the Hong Kong Public
Offering 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,
and does not constitute, an offer or a solicitation of an offer to subscribe for or buy,
any security in any other jurisdiction or in any other circumstances. No action has been
taken to permit a public offering of the Offer Shares or the publication of this
Prospectus in any jurisdiction other than Hong Kong. The publication of this
Prospectus and the offering and sale of the Offer Shares in other jurisdictions are
subject to restrictions and may not be made except as permitted under the applicable
securities laws of such jurisdictions pursuant to registration with or authorization by
the relevant securities regulatory authorities or an exemption therefrom.
Y ou 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 made in this Prospectus must not be relied on by you as having been
authorized by us, the Joint Sponsors, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, any of the
Underwriters, any of our or their respective directors, officers or representatives, or
any other person or party involved in the Global Offering.
Page
Expected Timetable ................................................. i
Contents ......................................................... i v
Summary ......................................................... 1
Definitions ........................................................ 2 8
Glossary of Technical Terms ......................................... 4 2
Forward-looking Statements .......................................... 4 4
Risk Factors ...................................................... 4 6
Information about this Prospectus and the Global Offering ................ 8 8
Waivers and Exemption .............................................. 9 3
CONTENTS
–i v–


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Directors and Parties Involved in the Global Offering ..................... 1 0 4
Corporate Information .............................................. 1 0 9
Industry Overview ................................................. 1 1 2
Regulations ....................................................... 1 2 1
History, Reorganization and Corporate Structure ........................ 1 4 8
Business .......................................................... 1 8 1
Directors and Senior Management ..................................... 2 5 5
Relationship with Our Controlling Shareholders ......................... 2 6 8
Substantial Shareholders ............................................ 2 7 3
Cornerstone Investors ............................................... 2 7 6
Share Capital ..................................................... 2 8 7
Financial Information ............................................... 2 9 2
Future Plans and Use of Proceeds ..................................... 3 4 9
Underwriting ...................................................... 3 5 3
Structure of the Global Offering ...................................... 3 6 7
How to Apply for Hong Kong Offer Shares ............................. 3 8 0
Appendix I Accountant’s Report .................................. I - 1
Appendix II Unaudited Pro Forma Financial Information .............. II-1
Appendix III Summary of the Constitution of the Company and Cayman
Islands Company Law ............................... III-1
Appendix IV Statutory and General Information ...................... I V - 1
Appendix V Documents Delivered to the Registrar of Companies in
Hong Kong and Available on Display ................... V - 1
CONTENTS
–v–


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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. You should read the entire Prospectus before you decide to invest in our
Shares.
There are risks associated with any investment. Some of the particular risks in
investing in our Shares are set out in the section headed “Risk Factors” in this
Prospectus. You should read that section carefully before you decide to invest in our
Shares.
V arious expressions used in this section are defined in the sections headed
“Definitions” and “Glossary of Technical Terms” in this Prospectus.
WHO WE ARE
Jushuitan (
ၳ˥ᆐ) is China’s largest e-commerce SaaS ERP provider in terms of relevant
revenue in 2024, with a market share of 24.4%, exceeding the combined market share of the
second through the fifth largest players, according to CIC. The size of the e-commerce SaaS
ERP market in China in terms of merchant spending was RMB3.1 billion in 2024, according
to CIC. We also ranked first in China’s e-commerce operation SaaS market in terms of total
SaaS revenue in 2024 with a market share of 8.7%. In addition, we are China’s second largest
e-commerce SaaS provider in terms of relevant revenue in 2024, taking up 7.1% of the market
share, according to CIC. The e-commerce SaaS market in China consists of (i) e-commerce
operation SaaS, and (ii) online store set-up and management SaaS. E-commerce operation SaaS
market in China mainly encompasses (i) ERP , (ii) CRM, (iii) sales and marketing management,
and (iv) others, such as data analytics, human capital management and financial management.
For details, please see “Industry Overview – E-Commerce SaaS Market in China.”
Leveraging the industry insights we accumulated in the past over 25 years by our founder,
we have developed cloud-based e-commerce SaaS products, and are able to facilitate the
connection of merchants with over 400 e-commerce platforms in China and across the world,
as compared to an industry average of less than 200 e-commerce platforms according to CIC.
Our offerings provide customers of different kinds and sizes a unified and intuitive way to
monitor, operate and manage their businesses, and make data-driven intelligent decisions that
help them excel in the fast-evolving e-commerce industry. In 2024, we served 88.4 thousand
SaaS customers across various categories, as compared to an industry average of less than 20
thousand customers in 2024, according to CIC. In 2024, our net dollar retention rate was 115%.
SUMMARY
–1–


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Our operations are supported by a technology infrastructure that ensures our products stay
reliable under large spikes in traffic. For instance, we successfully processed approximately 1.6
billion orders during the Double 11 Festival in 2024, an industry-leading record and powerful
testament to the robustness of our technology infrastructure. We have also built a development
platform with a scalable architecture and rich development toolkits for our engineers to
facilitate timely launch and iteration of our products. We are able to embrace the latest industry
trends, meet diverse needs under varied scenarios and maintain our leadership.
We have built a nationwide customer service network, which consists of our sales
personnel, implementation engineers, and after-sales service team. We believe that our
customer service network is a core competence to effectively acquire and retain customers,
leading to long-term customer relationships and increasing operating productivity. Through the
combination of our sales and marketing efforts and word-of-mouth referrals from customers,
we believe that we are well positioned to expand sustainably and acquire new customers
efficiently. Meanwhile, our customer service network enables us to cross-sell additional
products and services to our customers. In 2022, 2023, 2024 and the six months ended June 30,
2025, our customers that purchased two or more of Jushuitan products contributed 30.6%,
33.0%, 37.7% and 39.3% of our total SaaS revenue for the same periods, respectively.
We offer a broad range of SaaS products and services in one-stop, helping our customers
seamlessly upgrade capabilities, improve performance and grow their cross-platform
businesses, while greatly reducing installation and operation costs.
 Jushuitan ERP is our cornerstone SaaS product, serving the core demands of
merchants associated with their fulfillment of e-commerce orders across major
platforms. Our Jushuitan ERP is designed for simplicity and ease of use. Merchants
can easily integrate, synchronize and coordinate all of their stores, orders, products,
inventories, and other operating or financial data from various platforms through
Jushuitan ERP , enjoying a streamlined cross-platform commerce experience. Key
features that our Jushuitan ERP provides include (i) Order Management System
(“OMS”), which enables real-time synchronization and centralized management of
orders across multiple shops on e-commerce platforms, (ii) Warehousing
Management System (“WMS”), which visualizes the warehousing management
process by providing real-time stock and logistics information, (iii) Procurement
Management System (“PMS”), which helps merchants to optimize their procurement
management by connecting manufacturers, suppliers and merchants in one system,
and (iv) Distribution Management System (“DMS”), which enables centralized
management of orders from different channels – direct sales, online distribution and
offline distribution. According to CIC, Jushuitan ERP has become the most popular
e-commerce SaaS ERP brand among Chinese merchants.
SUMMARY
–2–


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 With ERP at the core, we have further expanded product and service offerings to
include other e-commerce operation SaaS products, and became a one-stop
e-commerce SaaS provider. Our comprehensive SaaS tools serve various needs of
e-commerce participants to equip them with financial accounting, management
reporting and analytics, workflow management, and wholesale market procurement,
among others. For example, our Jushengsuan automatically prepares daily, weekly,
monthly, quarterly and annual financial statements for merchants, which cover
various types of costs and expenses in e-commerce businesses. With our products,
they are better equipped in coordinating internal resources and collaborating with
external partners, including suppliers, distributors, logistics and warehousing
service providers.
E-commerce Operation
SaaS Products
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SUMMARY
–3–


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Our business has experienced rapid growth along with the success of our customers. Our
total revenue and ARR reached RMB909.8 million and RMB1,098.1 million in 2024,
respectively, each representing a CAGR of 31.9% and 33.6% from 2022 to 2024. Our core
business and financial performance are shown in the following chart:
33.0b
E-commerce Orders Processed in
2024
400+
E-commerce Platforms Connected
Globally
88.4k
SaaS Customers Served in 2024
RMB 910m / 1,098m
Revenue / ARR in 2024
115%
Net Dollar Retention Rate in 2024
No. 1
E-commerce SaaS ERP Provider
in China
No. 1
E-commerce Operation SaaS
Provider in China
24.4%
Our Market Share in 2024(1)
Note: (1) in China’s e-commerce SaaS ERP sector and in terms of revenue.
OUR MARKET OPPORTUNITY
The e-commerce market in China has witnessed significant advancement and has been
evolving rapidly. According to CIC, in 2024, the number of e-commerce merchants has
exceeded 27 million and online retail sales of physical goods has reached RMB13.9 trillion,
representing 28.4% of total consumption in China. With the increasing diversification of
e-commerce platforms and emergence of innovative business models, more than half of China’s
merchants now run their businesses across multiple platforms.
However, cross-platform operations without integrated software products can be chaotic
and inefficient.
 Merchants and other participants may have to log into multiple independent systems
to manage their large volumes of SKUs and orders, creating an unsmooth and
fragmented operation experience. Additionally, merchants often lack a tool for
centralized and real-time management of orders, stock information and after-sales
services.
 China’s e-commerce industry landscape is extremely scattered with a large number
of players participating in each part, such as e-commerce suppliers, merchants, and
third-party logistics and warehousing service providers. Most participants often
utilize disparate management software, making it difficult to interconnect and share
data between themselves, and therefore compromising overall efficiencies.
SUMMARY
–4–


--- page 14 ---
Integrated cloud-based solutions thus became critical in helping e-commerce merchants
streamline their operations and form a whole picture of their cross-platform business. As of
June 30, 2025, Jushuitan e-commerce SaaS has connected with over 400 e-commerce platforms
in China and across the world, representing one of the broadest platform coverages in the
e-commerce SaaS industry in China, according to CIC. When using our products, merchants
establish connectivity of their online stores on each e-commerce platform to our ERP products.
As a result, merchants can easily integrate, synchronize and coordinate all of their online
stores, orders, products, inventories, and other operating or financial information from various
e-commerce platforms in one place, enjoying a streamlined cross-platform commerce
management experience.
Merchants in China’s e-commerce market are increasingly willing to pay for digital
solutions that can help their e-stores thrive and succeed. According to CIC, Chinese
e-commerce merchants’ IT spending reached a total of RMB137.7 billion in 2024, which is
expected to further grow to RMB252.9 billion by 2029. According to CIC, the penetration rate
of e-commerce SaaS ERP among these merchants was at a relatively low level of 1.6% in 2024
and is expected to grow steadily. We believe there are extensive opportunities for us to increase
the penetration of our e-commerce SaaS products among the diverse base of e-commerce
merchants, and our current customer base only represents a small proportion of our target
customers.
Our Values to Customers
We strive to provide e-commerce SaaS products that help customers to navigate among
the intensified challenges and to expand. As such, Jushuitan has cemented its position as the
go-to solution for e-commerce merchants in China. In particular, key values that we bring to
our customers include:
 Choice of Solution for Cross-platform E-Commerce Growth: Our integrated
e-commerce SaaS products include core e-commerce operation features, robust and
secure infrastructure, and analysis and forecasting tools. We are able to fulfill
e-commerce business across e-commerce platforms for customers in one-stop,
helping them quickly seize opportunities such as live-streaming e-commerce and
fostering their scaling up;
 Flexibility and Simplicity for Efficient Operation: Our SaaS products are fully
cloud-based and are easy-to-use in nature, greatly reducing the upfront or local
installation costs and automatically upgrading day-to-day operation capabilities for
customers. Our products provide real-time stock and logistics information, and is
able to automatically generate procurement plans advising both procurement timing
and quantities. In addition, we provide real-time synchronization and centralized
management of orders across multiple shops on e-commerce platforms for
merchants to better manage their orders. As a result, we are able to help customers
significantly reduce the risk of stock-outs, minimize overstocking, and improve the
accuracy and efficiency of order management;
SUMMARY
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 Enabling Customers’ Long-Term Success: We have built a responsive and
extensible customer service network of over 2,000 experienced experts, consisting
of sales personnel, engineers and after-sale service teams. With our nationwide
coverage, our success network helps customers find the best-suited products for
their needs, provides hands-on product training, system debugging and solutions for
complex use cases, and offers prompt after-sale service; and
 Connection to a Wide Group of Industrial Partners: We have connected our
customers with various industrial partners to form a close and cohesive network. As
of June 30, 2025, Jushuitan e-commerce SaaS has connected with over 400
e-commerce platforms in China and across the world, as well as over 800 global
logistics and warehousing service providers. Through introducing a wide group of
industrial partners to our customers, we also form a self-reinforcing, win-win
collaboration for the industry that greatly contributes to our customers’ sustainable
growth.
OUR OFFERINGS
We offer cloud-based SaaS products, providing our customers with an extensive, unified
and intuitive way to monitor, operate and manage their businesses in the fast-evolving
e-commerce industry. Our comprehensive offerings primarily include: (i) e-commerce SaaS
ERP products, and (ii) other e-commerce operation SaaS products. In 2022, 2023, 2024 and the
six months ended June 30, 2024 and 2025, our revenue generated from e-commerce SaaS ERP
products amounted to RMB457.1 million, RMB600.3 million, RMB765.0 million, RMB357.1
million and RMB427.9 million, respectively, accounting for 87.4%, 86.1%, 84.0%, 84.7% and
81.7% of our total revenues in the same periods, respectively. In 2022, 2023, 2024 and the six
months ended June 30, 2024 and 2025, our revenue generated from other e-commerce
operation SaaS products amounted to RMB40.8 million, RMB69.6 million, RMB112.5 million,
RMB49.5 million and RMB78.6 million, respectively, accounting for 7.8%, 10.0%, 12.4%,
11.8% and 15.0% of our total revenues in the same periods, respectively.
SUMMARY
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The following chart sets forth the core product matrix of our SaaS products:
Products Key features Fee model
Jushuitan ERP –
Enterprise
version
 Order Management System (“OMS”)
 Warehousing Management System
(“WMS”)
 Procurement Management System
(“PMS”)
 Distribution Management System
(“DMS”)
 On-site deployment and other value-added
services and online supports
Charged either
(i) on an annual
subscription
basis or (ii)
based on the
number of
orders
processed on
the products
Jushuitan ERP –
Professional
version
 Order Management System (“OMS”)
 Procurement Management System
(“PMS”)
 Distribution Management System
(“DMS”)
 Initial on-site deployment services and
online support
Charged on an
annual
subscription
basis
Jushengsuan  Management reporting and analytics Charged on an
annual
subscription
basis
Other products  Financial accounting
 Workflow management
 Wholesale market procurement
management
Charged on an
annual
subscription
basis
SUMMARY
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The following table sets forth a breakdown of our revenue and gross profit margin by
product category:
For the Y ear Ended December 31, For the six months ended June 30,
2022 2023 2024 2024 2025
Revenue
Percentage
of total
revenue
(%)
Gross
profit
margin
(%) Revenue
Percentage
of total
revenue
(%)
Gross
profit
margin
(%) Revenue
Percentage
of total
revenue
(%)
Gross
profit
margin
(%) Revenue
Percentage
of total
revenue
(%)
Gross
profit
margin
(%) Revenue
Percentage
of total
revenue
(%)
Gross
profit
margin
(%)
(unaudited)
(RMB in thousands, except for percentages)
SaaS 497,935 95.2 53.3 669,874 96.1 63.4 877,530 96.4 69.9 406,581 96.5 68.1 506,535 96.7 73.2
Sales of
supportive
equipment 17,697 3.4 25.8 17,813 2.6 27.5 18,002 2.0 33.6 9,582 2.3 35.3 7,931 1.5 29.0
Promotion
service fees 6,998 1.3 46.6 8,746 1.3 52.5 13,596 1.5 71.3 4,173 1.0 49.5 8,387 1.6 81.2
Others 448 0.1 65.8 758 0.1 59.9 622 0.1 62.8 637 0.2 79.3 789 0.2 67.5
Total 523,078 100.0 52.3 697,191 100.0 62.3 909,750 100.0 68.5 420,973 100.0 66.4 523,642 100.0 71.8
In addition to SaaS products, we also generated revenue from: (i) sales of supportive
equipment, which consisted of a range of e-commerce supportive equipment, such as PDAs;
(ii) promotion service fees, which consisted of commissions we charged for the promotion
services provided by our sales force for products of other companies; and (iii) others, which
mainly include warehousing consulting services, materials used in implementation and short
message services that we have strategically suspended in 2022.
The following table sets forth a breakdown of our SaaS revenue by fee model:
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)
(in thousands, except for percentages)
By annual
subscription 256,393 51.5 376,683 56.2 544,896 62.1 249,246 61.3 317,705 62.7
By volume
of orders
processed 235,408 47.3 285,073 42.6 323,222 36.8 152,915 37.6 173,929 34.4
Others* 6,134 1.2 8,118 1.2 9,412 1.1 4,420 1.1 14,901 2.9
Total 497,935 100.0 669,874 100.0 877,530 100.0 406,581 100.0 506,535 100.0
* Primarily refers to the insignificant SaaS revenue generated from customization services that we provide
based on our standard SaaS products to SaaS customers catering to their specific needs. Such revenue
was recognized over time.
For details, see “Business—Our Offerings.”
SUMMARY
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KEY OPERATING METRICS AND FINANCIAL RATIO
The following table sets forth certain of our key operating metrics for the periods
indicated. These operating metrics are commonly adopted in our industry, and the calculation
methodology relating to these operating metrics is consistent with the industry norm.
For the Y ear
Ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
Total SaaS Customers (in
thousands) 45.7 62.2 88.4 66.1 92.6
Total SaaS Billings (RMB in
thousands) (1) 740,713 1,047,516 1,301,692 598,961 698,692
Including:
Charged by volume of order
processed 331,195 447,525 479,263 218,592 225,708
Charged by subscription
With a subscription period
shorter than 2 years 221,599 322,328 438,473 222,542 241,074
With a subscription period
of 2 years or longer 187,919 277,663 383,956 157,827 231,910
Accumulated SaaS Billings
(RMB in thousands) (2) 1,825,998 2,333,652 2,906,177 2,203,446 2,653,658
Including:
Accumulated SaaS billings
charged by subscription 673,780 979,687 1,401,285 959,226 1,282,953
Accumulated SaaS billings
charged by volume 1,152,218 1,353,965 1,504,892 1,244,220 1,370,705
SaaS Revenue Recognition
Rate (3) 27% 29% 30% 18% 19%
Net Dollar Retention Rate (4) 105% 114% 115% N/A (5) N/A(5)
Annual Retention Rate (6) 86.5% 86.0% 83.6% N/A (5) N/A(5)
Number of Orders Processed
(in billions) 16.6 23.8 33.0 14.6 18.2
Monthly Average SaaS Revenue
per Customer (RMB in
thousands) 0.9 0.9 0.8 1.0 0.9
Notes:
(1) Total Saas billings refer to the total SaaS billings newly recorded in a given year/period.
SUMMARY
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(2) Accumulated SaaS billings refer to the sum of total amount of billings in a given year/period, and the contract
liabilities as of the beginning of such year/period.
(3) SaaS revenue recognition rate is a fraction, the denominator of which is accumulated SaaS billings for a given
year/period, and the numerator of which is the amount of SaaS revenue recognized for the same year/period.
(4) A net dollar retention rate above 100% reflects that we have generated increased revenue from the relevant
customers retained over such periods.
(5) Net dollar retention rate and annual retention rate for the six months ended June 30, 2024 and 2025 are not
applicable as we only evaluate such metrics on an annual basis.
(6) Annual retention rate is a fraction, the denominator of which is the number of total SaaS customers in the
previous year of a given year and the numerator of which is the number of total SaaS customers in the previous
year of a given year that remained as our customers in the given year.
OUR CUSTOMERS AND SUPPLIERS
With our SaaS products focused on e-commerce industry, our customers are primarily
e-commerce merchants across various e-commerce platforms. We have accumulated a broad
and solid customer base, which has expanded rapidly since our inception. The total number of
our SaaS customers increased throughout the Track Record Period, being 45.7 thousand, 62.2
thousand, 88.4 thousand and 92.6 thousand as of December 31, 2022, 2023, 2024 and June 30,
2025, respectively. During the Track Record Period, we did not have any substantial reliance
on any single customer. Our top five customers in each of 2022, 2023, 2024 and the six months
ended June 30, 2025 in aggregate only accounted for 1.2%, 1.2%, 1.0% and 1.3% of our total
revenues in the respective period. Our largest customer in each of 2022, 2023, 2024 and the six
months ended June 30, 2025 accounted for 0.3%, 0.5%, 0.5% and 0.6% of our total revenue
for the respective period. For details, see “Business—Customers and Customer Support—Our
Customers.” We serve a diverse range of merchants across numerous industries. Our current
customer base includes merchants of apparel, shoes and bags, home products, food and
beverages, sports and entertainment, along with others.
During the Track Record Period, our suppliers primarily include cloud service providers,
sales agents and hardware suppliers. Our top five suppliers in each period during the Track
Record Period in aggregate accounted for 72.6%, 66.3%, 85.0% and 84.7% of our total
purchases in 2022, 2023, 2024 and the six months ended June 30, 2025, respectively. Our
largest supplier in each period during the Track Record Period accounted for approximately
39.3%, 36.3%, 50.3% and 51.7% of our total purchases in 2022, 2023, 2024 and the six months
ended June 30, 2025, respectively. For details, see “Business—Suppliers and Procurement.”
Such supplier provides IaaS cloud services on which our SaaS products and related services are
premised. We do not believe we have a material reliance on such supplier, because there are
sufficient alternative cloud service providers in the market can provide comparable services in
a timely manner.
SUMMARY
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OUR STRENGTHS
We believe the following strengths differentiate us from our competitors:
 Pioneer in China’s e-commerce SaaS industry;
 Strong technology and R&D capability;
 Well-established customer service network enabled large and loyal customer base;
and
 A management team dedicated to long-term value.
For details, see “Business—Our Strengths.”
OUR STRATEGIES
In order to fulfill our mission to empower enterprises to maximize their full potential
through collaboration, we propose to implement the following strategies:
 Continue to enhance and expand our product offerings;
 Continue to strengthen the relationships with existing customers and grow our
customer base;
 Strengthen our monetization efforts;
 Capture international opportunities; and
 Explore strategic investment opportunities.
For details, see “Business—Our Strategies.”
COMPETITION
We face competition from other e-commerce SaaS ERP providers in China. E-commerce
SaaS ERP providers compete to acquire market share in many ways, such as acquiring and
maintaining more customers, increasing the order processing speed, strengthening the
capability to connect to more e-commerce platforms and maintaining high product quality. The
principal competitive factors in our industry include e-commerce and ERP industry know-how,
advanced and user-friendly product offerings, expansion of solutions and features, technical
capabilities, sales and marketing capabilities, implementation and customer service and
industry-wide coordination. We believe we are well-positioned to compete effectively on the
basis of the foregoing factors.
SUMMARY
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We are the largest e-commerce SaaS ERP provider in China in terms of relevant revenue
in 2024, taking up to 24.4% of the market share, exceeding the combined market share of the
second through the fifth largest players, according to CIC. E-commerce SaaS ERP is a
fast-growing sector in the whole e-commerce SaaS market, taking up 24.3% of market shares
in 2024 and is expected to take up 28.6% of market in 2029. We are also China’s second largest
e-commerce SaaS provider in terms of relevant revenue in 2024, taking up 7.1% of the market
share. Nevertheless, some of our existing or future competitors may have longer operating
histories, larger customer bases, greater name recognition and broader global footprint as well
as greater financial, technical and other resources. Moreover, as our business grows, we may
also compete with other e-commerce operation SaaS providers. See “Risk Factors—Risks
Relating to Our Business and Industry —We operate in a competitive market and may not be
able to compete successfully against our existing and future competitors.” For more
information on the competitive landscape of our industry, see “Industry Overview.”
RISK FACTORS
There are certain risks relating to an investment in our Shares. These risks can be
characterized as (i) risks relating to our business and industry; (ii) risks relating to doing
business in regions where we operate, and (iii) risks relating to the Global Offering. We believe
that the most significant risks we face include the following:
 If we fail to improve and enhance the functions, performance, reliability, design,
security, and scalability of our SaaS products to suit our customers’ evolving needs,
we may lose our customers;
 If we fail to maintain our relationships with e-commerce platforms or adapt
ourselves to emerging e-commerce platforms, or if e-commerce platforms otherwise
curtail or inhibit our ability to integrate or operate our products with their platforms,
our business and prospects may be materially and adversely affected;
 Adverse changes in the macro-economy may negatively affect the e-commerce
market and the demand for our products;
 The development of the internet and e-commerce industry is subject to various
factors beyond our control;
 We invest heavily in our research and development, and such investment may
negatively impact our profitability in the short term and may not generate the results
we expect to achieve;
 If we fail to maintain and grow our customer base, keep our customers engaged
through our products and solutions, and expand our business, our business growth
may not be sustainable;
SUMMARY
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 We operate in a competitive market and may not be able to compete successfully
against our existing and future competitors;
 We may not be able to achieve or subsequently maintain profitability;
 We recorded net current liabilities and deficits in equity during the Track Record
Period; and
 Our historical growth rates may not be indicative of our future growth, and, if we
are unable to manage our growth or execute our strategies effectively, our business
and prospects may be materially and adversely affected.
For details, see “Risk Factors.”
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
Summary of Consolidated Statements of Comprehensive Income or Loss
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)
(in thousands, except for percentages)
Revenue 523,078 100.0 697,191 100.0 909,750 100.0 420,973 100.0 523,642 100.0
Cost of sales (249,565) (47.7) (262,585) (37.7) (286,899) (31.5) (141,593) (33.6) (147,573) (28.2)
Gross profit 273,513 52.3 434,606 62.3 622,851 68.5 279,380 66.4 376,069 71.8
Selling and marketing
expenses (314,310) (60.1) (343,999) (49.3) (369,921) (40.7) (170,556) (40.5) (189,002) (36.1)
General and administrative
expenses (98,079) (18.8) (131,430) (18.9) (90,489) (9.9) (45,089) (10.7) (49,006) (9.4)
Research and development
expenses (234,327) (44.8) (233,913) (33.6) (239,798) (26.4) (112,096) (26.6) (115,379) (22.0)
Provision for impairment loss
on financial assets (25) (0.0) (137) (0.0) (150) (0.0) (10) (0.0) (581) (0.1)
Other income 22,055 4.2 32,896 4.7 15,096 1.7 3,358 0.8 3,793 0.8
Other gains/(losses) – net (18,522) (3.5) 2,565 0.4 318 0.0 (2,948) (0.7) 1,194 0.2
Operating (loss)/income (369,695) (70.7) (239,412) (34.3) (62,093) (6.8) (47,961) (11.3) 27,088 5.2
Finance income 1,485 0.3 6,726 1.0 6,495 0.7 5,437 1.3 4,891 0.9
Finance costs (103,717) (19.8) (13,650) (2.0) (1,079) (0.1) (631) (0.2) (355) (0.1)
Finance (costs)/income – net (102,232) (19.5) (6,924) (1.0) 5,416 0.6 4,806 1.1 4,536 0.8
SUMMARY
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For the Y ear Ended December 31, For the six months ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(unaudited)
(in thousands, except for percentages)
Loss on convertible
redeemable preferred
shares – – (225,435) (32.3) (18,526) (2.0) (14,301) (3.4) (72,512) (13.8)
Share of net (loss)/gain of
investments accounted for
using equity method (35,152) (6.7) (18,252) (2.6) (4,438) (0.5) (2,747) (0.7) 585 0.1
Loss before income tax (507,079) (96.9) (490,023) (70.3) (79,641) (8.8) (60,203) (14.3) (40,303) (7.7)
Income tax credit/(expense) – – – – 90,224 9.9 (136) (0.0) 759 0.1
(Loss)/profit for the
year/period (507,079) (96.9) (490,023) (70.3) 10,583 1.2 (60,339) (14.3) (39,544) (7.6)
(Loss)/profit attributable
to:
Equity owners of the
Company (505,335) (96.6) (486,555) (69.8) 12,152 1.4 (58,845) (14.0) (41,146) (7.9)
Non-controlling interests (1,744) (0.3) (3,468) (0.5) (1,569) (0.2) (1,494) (0.3) 1,602 0.3
(507,079) (96.9) (490,023) (70.3) 10,583 1.2 (60,339) (14.3) (39,544) (7.6)
Non-IFRS Measure
To supplement our consolidated financial statements presented in accordance with IFRS,
we use adjusted net (loss)/profit (non-IFRS measure) as additional financial measures, which
are not required by, or presented in accordance with IFRS. We believe that this non-IFRS
measure facilitate comparisons of operating performance from year to year and company to
company by eliminating potential impacts of certain items, such as share-based payments for
employees, interest expense on financial liabilities to investors, loss on convertible redeemable
preferred shares and listing expenses. We believe that this measure provide useful information
to investors in understanding and evaluating our consolidated results of operations in the same
manner as they help our management. However, presentation of adjusted net (loss)/profit
(non-IFRS measure) may not be comparable to similarly titled measures presented by other
companies. The use of this non-IFRS measure has limitations as an analytical tool, and
investors should not consider them in isolation from, or as a substitute for analysis of, our
results of operations or financial conditions as reported under IFRS.
SUMMARY
–1 4–


--- page 24 ---
We define adjusted net (loss)/profit (non-IFRS measure) as (loss)/profit for the
year/period by adding back (i) share-based payments for employees which is a non-cash item,
(ii) interest expense on financial liabilities to investors, which is non-cash in nature, (iii) loss
on convertible redeemable preferred shares, which is non-cash in nature. Convertible
redeemable preferred shares will be converted into equity upon Listing; and (iv) listing
expenses related to this Global Offering. The following table reconciles our adjusted net
(loss)/profit (non-IFRS measure) presented in accordance with IFRS, namely (loss)/profit for
the year/period.
For the Y ear
Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
(unaudited)
(RMB in thousands)
(Loss)/profit for the
year/period (507,079) (490,023) 10,583 (60,339) (39,544)
Share-based payments for
employees 24,561 21,272 10,728 11,133 8,208
Interest expense on
financial liabilities to
investors 103,146 12,362 – – –
Loss on convertible
redeemable preferred
shares – 225,435 18,526 14,301 72,512
Listing expenses – 25,273 9,151 1,461 5,779
Adjusted net (loss)/profit
(non-IFRS measure) (379,372) (205,681) 48,988 (33,444) 46,955
Driven by the expansion of our customer base and our successful customer retention, our
revenue increased by 33.3% from RMB523.1 million in 2022 to RMB697.2 million in 2023,
and our revenue increased by 30.5% from RMB697.2 million in 2023 to RMB909.8 million in
2024. Our revenue subsequently increased by 24.4% from RMB421.0 million for the six
months ended June 30, 2024 to RMB523.6 million during the same period in 2025. We
typically require prepayments from our customers before we grant them access to our SaaS
products, and we typically charge service fees either on (i) an annual subscription package that
offers unlimited or maximum volume, or (ii) based on the volume of orders processed on the
products. Revenue from provision of SaaS services is recognized in the period in which the
services are rendered. Under the limited volume model, customers first purchase certain
number of volume, and consumed the volume upon usage. Related revenue is recognized upon
the consumption.
SUMMARY
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--- page 25 ---
Our gross profit increased by 58.9% from RMB273.5 million in 2022 to RMB434.6
million in 2023, with gross profit margin grown from 52.3% in 2022 to 62.3% in 2023. Our
gross profit increased by 43.3% from RMB434.6 million in 2023 to RMB622.9 million in 2024,
with gross profit margin grown from 62.3% in 2023 to 68.5% in 2024. Our gross profit
subsequently increased by 34.6% from RMB279.4 million for the six months ended June 30,
2024 to RMB376.1 million during the same period in 2025, with gross profit margin grown
from 66.4% in the six months ended June 30, 2024 to 71.8% during the same period in 2025.
The increase of our gross profit margin was primarily driven by economies of scale as the
growth of our revenue outpaced the increase of our cost of sales, and that our recurring
customers accounted for an increasing portion, which typically require less implementation
costs compared to new customers.
Our loss for the year decreased by 3.4% from RMB507.1 million in 2022 to RMB490.0
million in 2023, with the net loss margin narrowed from 96.9% in 2022 to 70.3% in 2023
primarily due to our narrowed operating loss margin from 70.7% in 2022 to 34.3% in 2023. Our
loss for the year in 2023 of RMB 490.0 million shifted to a net profit of RMB10.6 million in
2024, with the net loss margin of 70.3% in 2023 turning into a net profit margin of 1.2% in
2024, primarily due to our narrowed operating loss margin from 34.3% in 2023 to 6.8% in
2024, and our increased income tax credit from nil in 2023 to RMB90.2 million in 2024. The
decrease in operating loss margin from 2022 to 2023 and from 2023 to 2024 was primarily
attributable to (i) our improved gross profit margin as a result of economies of scale, and (ii)
our improved operating efficiency, reflected by a decrease of selling and marketing expenses,
general and administrative expenses and research and development expenses in terms of
percentage to revenue. Accordingly, we narrowed a loss of RMB60.3 million for the six months
ended June 30, 2024 to RMB39.5 million for the six months ended June 30, 2025, primarily
driven by the increasing revenue contribution from our SaaS products from RMB406.6 million
in the six months ended June 30, 2024 to RMB506.5 million during the same period in 2025,
mainly because revenue from our existing customers continues to accumulate under our
business model, while new customers are also steadily added.
Our adjusted loss (non-IFRS measure) decreased from RMB379.4 million in 2022 to
RMB205.7 million in 2023, which was primarily attributable to the increase of gross profit
from RMB273.5 million to RMB434.6 million. For similar reasons, the adjusted loss
(non-IFRS measure) in 2023 shifted to an adjusted profit (non-IFRS measure) of RMB49.0
million in 2024, which was primarily attributable to (i) the increase of gross profit from
RMB434.6 million to RMB622.9 million, as well as (ii) the tax credit of RMB90.2 million
recorded in 2024, primarily due to the recognition of previously unrecognized tax losses. Our
adjusted loss (non-IFRS measure) shifted from RMB33.4 million in the six months ended June
30, 2024 to adjusted profit (non-IFRS measure) of RMB47.0 million during the same period
in 2025, primarily attributable to increased gross profit of RMB376.1 million in the six months
ended June 30, 2025 from gross profit for the period of RMB279.4 million during the same
period in 2024.
For details, see “Financial Information—Description of Key Statement of Comprehensive
Income or Loss Items.”
SUMMARY
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Summary of Consolidated Balance Sheets
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
ASSETS
Total non-current assets 672,720 594,038 635,493 700,394
Total current assets 785,792 1,149,074 1,579,832 1,180,513
LIABILITIES
Total non-current liabilities 1,958,789 996,970 1,166,756 1,254,236
Total current liabilities 1,012,790 4,419,363 4,698,065 4,309,814
Non-controlling interests (3,171) (6,639) (8,208) (6,606)
Net liabilities (1,513,067) (3,673,221) (3,649,496) (3,683,143)
Net current liabilities (226,998) (3,270,289) (3,118,233) (3,129,301)
Our net current liabilities remained relatively stable from RMB3,270.3 million as of
December 31, 2023 to RMB3,118.2 million as of December 31, 2024, RMB3,129.3 million as
of June 30, 2025, and further to RMB3,135.4 million as of August 31, 2025.
The significant increase of our net current liabilities from RMB227.0 million as of
December 31, 2022 to RMB3,270.3 million as of December 31, 2023 was mainly due to the
reclassification of convertible redeemable preferred shares from non-current liabilities to
current liabilities. As of December 31, 2023, we recorded convertible redeemable preferred
shares of RMB3,127.9 million in our current liabilities. According to an amendment to IAS 1,
“Classification of Liabilities as Current or Non-current” effective for reporting periods
beginning on or after January 1, 2024, all convertible redeemable preferred shares were
classified as current liabilities as of December 31, 2023.
For details, see “Financial Information—Discussion of Selected Items from the
Consolidated Balance Sheets—Current assets and liabilities.”
As of December 31, 2022, 2023, 2024 and June 30, 2025, we recorded net liabilities of
RMB1,513.1 million, RMB3,673.2 million, RMB3,649.5 million and RMB3,683.1 million,
respectively. We expect to achieve a positive net asset position upon completion of the Global
Offering, after which convertible redeemable preferred shares will be redesignated from
liabilities to equity, and taking into consideration the net proceeds from the Global Offering.
SUMMARY
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Our net liabilities increased from RMB1,513.1 million as of December 31, 2022 to
RMB3,673.2 million as of December 31, 2023, primarily driven by (i) the issuance of
conversion redeemable preferred shares amounted to RMB3,127.9 million in 2023 in relation
to the Reorganization, and (ii) our net loss of RMB490.0 million in 2023. Our net liabilities
remained relatively stable from RMB3,673.2 million as of December 31, 2023 to RMB3,649.5
million as of December 31, 2024, and to RMB3,683.1 million as of June 30, 2025.
Summary of Consolidated Statement of Cash Flow
For the Y ear
Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
(unaudited)
(RMB in thousands)
Net cash generated from
operating activities 78,711 210,381 279,170 1,902 159,929
Net cash (used
in)/generated from
investing activities (174,415) 280,984 (77,252) 16,076 32,599
Net cash used in financing
activities (12,852) (20,665) (13,175) (7,767) (547,133)
Net (decrease)/increase in
cash and cash
equivalents (108,556) 470,700 188,743 10,211 (354,605)
Effect of exchange rate
changes 622 (32) (794) 134 160
Cash and cash equivalents
at beginning of the year 534,593 426,659 897,327 897,327 1,085,276
Cash and cash
equivalents at end of
the year 426,659 897,327 1,085,276 907,672 730,831
Our net operating cash inflows increased from RMB78.7 million in 2022 to RMB210.4
million in 2023, and further increased to RMB279.2 million in 2024, and we recorded net
operating cash inflows of RMB159.9 million for the six months ended June 30, 2025, improved
from net operating cash inflows of RMB1.9 million for the same period in 2024, illustrating
our improving profitability and operating efficiency. The fluctuations of our net cash (used
in)/generated from investing activities during the Track Record Period were primarily in
relation to our redemption and purchase of wealth management product and time deposits as
a result of our treasury management.
SUMMARY
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BUSINESS SUSTAINABILITY AND PATH TO PROFITABILITY
Industry Background
SaaS products typically require substantial initial investment in (i) product development
and (ii) customer acquisition and retention to drive market acceptance. Specifically, SaaS
service providers need to make significant upfront investment in product development and
subsequent continued optimization and upgrade of products to meet customers’ evolving needs.
Meanwhile, SaaS service providers need to drive the market acceptance of these products
through acquiring and retaining a vast and loyal customer base from which they can continue
to generate recurring revenues.
For these reasons, it takes a longer time for SaaS service providers to achieve breakeven.
According to CIC, it is common for SaaS companies around the world, including in the United
States and China, to remain loss-making for approximately 15 years before becoming
profitable.
China’s e-commerce SaaS market has experienced significant growth in recent years,
driven by merchants’ increasingly complex and ever-changing needs in their daily operation
and management. For details of the evolvement of e-commerce SaaS ERP in China, see
“Industry Overview—E-commerce SaaS ERP Market in China—The Evolvement of
E-commerce SaaS ERP in China.” As we see the evolving industry landscape and market
opportunities, we believe that the e-commerce SaaS industry still has significant runway for
growth, both in terms of the numbers of merchants adopting e-commerce SaaS products and in
terms of their usages of such products.
Our Historical Performance
We have achieved significant growth during the Track Record Period, which helps cement
our long-term sustainable market leadership. Our total revenues increased by 33.3% from
RMB523.1 million in 2022 to RMB697.2 million in 2023, and further increased by 30.5% to
RMB909.8 million in 2024. Our total revenue subsequently increased by 24.4% from
RMB421.0 million for the six months ended June 30, 2024 to RMB523.6 million during the
same period in 2025. Meanwhile, we typically require prepayment from customers in full
before we grant them access to use our SaaS products, and revenue from provision of SaaS
services is recognized over the period in which the services are rendered, either over the
contract term for revenue generated on an unlimited or maximum volume subscription model,
or upon consumption for revenue generated on a limited volume model. As a result, we have
recorded healthy billings and robust operating cash flows, illustrating our sustainable
operations. In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, our total
SaaS billings were RMB740.7 million, RMB1,047.5 million, RMB1,301.7 million, RMB599.0
million and RMB698.7 million, respectively. In 2022, 2023, 2024 and the six months ended
June 30, 2024 and 2025, our SaaS revenue recognition rates (i.e., SaaS revenue recognized for
each period divided by accumulated SaaS billings for the same period) were 27%, 29%, 30%,
18% and 19%, respectively, providing sustainable future revenue streams. Our net cash
generated from operating activities increased from RMB78.7 million in 2022 to RMB210.4
SUMMARY
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million in 2023, and further to RMB279.2 million in 2024, and we recorded net operating cash
inflows of RMB159.9 million for the six months ended June 30, 2025, improved from net
operating cash inflows of RMB1.9 million for the same period in 2024, illustrating our
improving profitability and operating efficiency.
Our revenue growth during the Track Record Period was primarily attributable to our
continuous efforts to expand and retain our customers. The total number of our SaaS customers
increased throughout the Track Record Period, being 45.7 thousand, 62.2 thousand, 88.4
thousand and 92.6 thousand as of December 31, 2022, 2023, 2024 and June 30, 2025,
respectively. We have also been constantly innovating and improving our products to ensure
that all of our customers have access to the latest technologies and features, cementing our
strong brand reputation and market leadership.
Furthermore, a significant portion of our cost of revenue consists of implementation
service costs primarily associated with new customers. Therefore, driven by our efforts in
retaining customers and increasing their spendings, revenue recognized from existing
customers is expected to constitute a greater proportion of our revenue, thereby improving our
profitability. In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, our
revenue generated from existing customers accounted for 81.9%, 83.0%, 84.0%, 92.7% and
93.1% of our total SaaS revenues, respectively. In 2022, 2023, 2024 and the six months ended
June 30, 2024 and 2025, our gross profit margin for new customers was 24.2%, 38.0%, 49.0%,
32.9% and 43.8%, respectively, and our gross profit margin for existing customers was 59.7%,
68.6%, 73.9%, 68.8% and 74.5%, respectively. We also aim to enhance the efficiency of our
implementation services, in particular, through providing customer assistance remotely and
promoting internal knowledge sharing to boost our implementation efficiency. As a result, we
recorded increasing gross profit margins during the Track Record Period, being 52.3% in 2022,
62.3% in 2023, 68.5% in 2024, 66.4% in the six months ended June 30, 2024 and 71.8% during
the same period in 2025.
In 2022 and 2023, we recorded net loss amounting to RMB507.1 million and RMB490.0
million, respectively, and our adjusted net loss (non-IFRS measure) amounted to RMB379.4
million and RMB205.7 million in the same periods, respectively. In 2022 and 2023, our net loss
margin narrowed from 96.9% to 70.3%, and our adjusted net loss margin (non-IFRS measure)
narrowed from 72.5% to 29.5%. Our loss position narrowed in 2023 and we achieved net profit
and adjusted net profit in 2024. In 2024 and the six months ended June 30, 2025, we recorded
net profit of RMB10.6 million and net loss of RMB39.5 million, respectively, and adjusted net
profit (non-IFRS measure) of RMB49.0 million and RMB47.0 million, respectively. Our net
profit in 2024 was also attributable to the tax credit of RMB90.2 million recorded in 2024,
primarily due to the recognition of previously unrecognized tax losses. In addition, despite our
rapid revenue growth, we recorded narrowing operating loss during the Track Record Period,
being RMB369.7 million in 2022, RMB239.4 million in 2023, RMB62.1 million in 2024 with
a narrowed operating loss margin of 70.7% in 2022, 34.3% in 2023 and 6.8% in 2024,
respectively. In addition, we recorded operating loss of RMB48.0 million in the six months
ended June 30, 2024, and we recorded operating income of RMB27.1 million during the same
period in 2025, illustrating our improving profitability.
SUMMARY
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In addition, during the Track Record Period, we incurred the significant amount of (i)
finance costs, which mainly consist of interest expense on financial liabilities to investors, and
(ii) loss on convertible redeemable preferred shares, both of which will be terminated upon the
Global Offering. In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, we
incurred finance income/(cost)—net of RMB(102.2) million, RMB(6.9) million, RMB5.4
million, RMB4.8 million and RMB4.5 million, respectively. In 2023, 2024 and the six months
ended June 30, 2024 and 2025, we incurred loss on convertible redeemable preferred shares
amounted to RMB225.4 million, RMB18.5 million, RMB14.3 million and RMB72.5 million,
respectively.
Moreover, we recorded accumulated loss of RMB1,586.0 million, RMB2,072.6 million,
RMB2,060.4 million and RMB2,101.6 million as of December 31, 2022, 2023, 2024 and June
30, 2025, respectively. Our accumulated loss as of these dates were attributable primarily to
our loss incurred in the past. The increase in our accumulated loss from 2022 to 2023 was
because we were still at a loss-making position. In 2024 and the six months ended June 30,
2025, as we turned profit-making, our accumulated loss decreased accordingly. As a result of
the accumulated loss, and the accounting treatment of the financial liabilities to investors and
convertible redeemable preferred share as liabilities during the Track Record Period, we were
in a negative equity position during the Track Record Period. Considering our sufficient
working capital and healthy operating cash flow, we have not sought new equity financings
since our Series C financing in 2020. We expect to achieve a positive equity position upon
completion of the Global Offering, after which convertible redeemable preferred shares will be
redesignated from financial liabilities to equity, and taking into consideration the net proceeds
from the Global Offering.
Our Path to Profitability
We recorded operating income and adjusted net profit in the first half of 2025. Going
forward, we plan to enhance our long-term profitability primarily by further (i) expanding our
customer base, by (a) enhancing sales and marketing capabilities, (b) capturing the market
growth leveraging our competitive strengths against our peers, and (c) further optimizing our
products, (ii) retaining our customers and increasing their spending by (a) focusing on
customer success and satisfaction, and (b) strengthening cross-selling and up-selling efforts,
and (iii) managing expenses and enhancing operational efficiency by (a) improving gross profit
margin through increasing spending from existing customers and optimize implementation
efficiency, (b) improving sales and marketing efficiency through promoting cross-selling and
up-selling opportunities and enhancing brand and market recognition, and (c) improving
operational efficiency through economies of scale. As our business grows and with our
enhanced brand recognition, we expect to achieve economies of scale and network effect,
which would enable us to acquire new customers more cost-efficiently. Specifically, as a result
of our efforts in retaining customers and increasing their spendings, revenue recognized from
existing customers is expected to constitute a greater proportion of our revenue, while the cost
of implementation services associated with existing customers is significantly lower than new
customers, thereby driving sustainable profitability. In 2022, 2023, 2024 and the six months
ended June 30, 2024 and 2025, our gross profit margin for new customers was 24.2%, 38.0%,
49.0%, 32.9% and 43.8%, respectively, and our gross profit margin for existing customers was
SUMMARY
–2 1–


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59.7%, 68.6%, 73.9%, 68.8% and 74.5%, respectively. We will also enhance our operating
efficiency and manage our expenses more efficiently, which will further improve our
profitability. As a result of these efforts, we have achieved significant improvement in our
profitability and turned profit-making in 2024. For details, see “Business—Business
Sustainability and Path to Profitability.”
Taking into account (i) the fact that SaaS products typically require substantial initial
investment in product development and customer acquisition and retention to drive market
acceptance, and such costs and expenses often exceed the profit generated from recurring
revenue stream in the initial period, resulting in a loss-making position, (ii) the outlook of
China’s e-commerce SaaS market in which we operate, (iii) we recorded net profit in 2024 and
our historical business growth and expansion plans aiming for long-term growth as described
above, (iv) our healthy billings and robust operating cash flows, and the fact that customers
prepayment are subsequently recognized in our revenue, and (v) our efforts to and plans to
continue to enhance our financial performance as detailed above, our Directors believe that our
Group has a sustainable business.
For details, see “Business—Business Sustainability and Path to Profitability.”
Driven by our business growth, the number of our total SaaS customers, total SaaS
billings and accumulated SaaS billings all increased during the Track Record Period,
illustrating our healthy billings from prepayments by a growing customer base. The average
SaaS billings per customer slightly decreased from RMB9.1 thousand in the six months ended
June 30, 2024 to RMB7.5 thousand during the same period in 2025, primarily due to the
increased number of customers purchasing lower-priced SaaS ERP products. Our net dollar
retention rate was 105%, 114%, 115% in 2022, 2023 and 2024, respectively, indicating that we
generated increased revenue from customers in the previous year and retained in a given year.
Our net dollar retention rate increased from 2022 to 2024, primarily due to increased consumer
demands. Accumulated SaaS billings refer to the sum of total amount of billings in a given
year, and the contract liabilities as of the beginning of such period. SaaS revenue recognition
rate refers to SaaS revenue recognized for each year divided by accumulated SaaS billings as
of the end of such year. Our SaaS revenue recognition rate was 27%, 29% and 30% in 2022,
2023 and 2024, respectively, providing sustainable future revenue streams. As our customer
base grows and billings increase, the prepayment from customers is subsequently recognized
in our revenue over the contract period or upon consumption. Our annual retention rate
decreased from 86.5% in 2022 to 86.0% in 2023, and further decreased to 83.6% in 2024,
primarily because of the increase of number of customers purchasing the professional version
SaaS ERP that typically have smaller scale of business operations and less customer stickiness,
which generally result in lower retention rates as compared to customers purchasing the
enterprise version SaaS ERP .
SUMMARY
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The following table sets forth the movement of our total SaaS billings during the Track
Record Period:
For the Y ear
Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
Unrecognized billings as of January 1 1,150,403 1,363,305 1,700,754 1,700,754 2,072,264
New billings 740,713 1,047,516 1,301,692 598,961 698,692
Contract liabilities recognized as revenue (497,935) (669,874) (877,530) (406,581) (506,535)
V A T (29,876) (40,193) (52,652) (24,394) (30,392)
Unrecognized billings as of the end of the year 1,363,305 1,700,754 2,072,264 1,868,740 2,234,029
The following table sets forth certain of our key financial ratios for the years/periods
indicated.
For the Y ear Ended/
As of December 31,
For the Six Months
Ended/As of June 30,
2022 2023 2024 2024 2025
(unaudited)
Total revenue growth (%) 20.7 33.3 30.5 N/A 24.4
Gross profit margin (%) 52.3 62.3 68.5 66.4 71.8
Net (loss)/profit margin
(%) (96.9) (70.3) 1.2 (14.3) (7.6)
Adjusted net (loss)/profit
margin (non-IFRS
measure) (%) (72.5) (29.5) 5.4 (7.9) 9.0
Quick ratio 0.8 0.3 0.3 N/A 0.3
The decrease in our quick ratio from 0.8 as of December 31, 2022 to 0.3 as of December
31, 2023, was primarily due to the increase in our total current liabilities, which was mainly
attributable to the reclassification of convertible redeemable preferred shares from non-current
liabilities to current liabilities. As of the same reason, our quick ratio remained at a relatively
low level during the Track Record Period. We do not expect to record any further convertible
redeemable preferred shares as such preferred shares will be re-designated from liabilities to
equity as a results of the automatic conversion into ordinary shares upon the completion of the
Global Offering.
SUMMARY
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DIVIDENDS
As advised by our Cayman Islands legal advisor, under Cayman Islands law, a position
of accumulated loss and deficits in equity 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 would not result in our Company being unable to pay its debts
as they fall due in the ordinary course of 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 dividends we
pay will be determined at the absolute discretion of our Board, taking into account factors
including our actual and expected results of operations, cash flow and financial position,
general business conditions and business strategies, expected working capital requirements and
future expansion plans, legal, regulatory and other contractual restrictions, and other factors
that our Board deems to be appropriate. Our Shareholders may approve, in a general meeting,
any declaration of dividends, which must not exceed the amount recommended by our Board.
Throughout the Track Record Period, we did not pay or declare any dividend. Currently, we do
not have a formal dividend policy or a fixed dividend distribution ratio.
LEGAL PROCEEDINGS
During the Track Record Period and up to the Latest Practicable Date, we had not been
involved in any actual or pending legal, arbitration or administrative proceedings (including
any bankruptcy or receivership proceedings) that we believe would have a material adverse
effect on our business, results of operations, financial condition or reputation and compliance.
FUTURE PLANS AND USE OF PROCEEDS
We estimate the net proceeds of the Global Offering which we will receive, assuming an
Offer Price of HK$30.60 per Offer Share, will be approximately HK$1,937.6 million, after
deduction of underwriting fees and commissions and other estimated expenses payable by us
in connection with the Global Offering and assuming the Offer Size Adjustment Option and the
Over-allotment Option are not exercised. In line with our strategies, we intend to use the
proceeds from the Global Offering for the purposes and in the amounts set forth below:
 Approximately 55%, or HK$1,065.6 million, will be used for enhancing our
research and development capabilities to enrich our product offerings over the next
five years.
 Approximately 25%, or HK$484.4 million, will be used for strengthening our sales
and marketing capabilities over the next five years.
 Approximately 10%, or HK$193.8 million, will be used for strategic investments
over the next five years.
 Approximately 10%, or HK$193.8 million, will be used for general corporate
purposes.
For details, please see “Future Plans and Use of Proceeds.”
SUMMARY
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OUR CONTROLLING SHAREHOLDERS
Immediately following the completion of the Capitalization Issue and the Global Offering
(on the basis that all the Preferred Shares are converted into Shares on a one-to-one basis and
assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised),
Mr. Luo, our chairman of the Board, executive Director and CEO, will control the voting rights
of approximately 39.37% of the total issued share capital of our Company, including:
(i) the voting rights of the Shares, representing approximately 19.16% of the total
issued share capital of our Company, held by Black Tea Limited, a wholly-owned
company of HD Luo Limited, which is in turn wholly-owned by Mr. Luo; and
(ii) by virtue of the V oting Proxy Agreement (as summarized in “Relationship With Our
Controlling Shareholders” in this Prospectus), the voting rights of the Shares,
representing approximately 20.22% in aggregate of the total issued share capital of
our Company, which includes 11.40%, 5.43% and 3.39% held by (a) Popogo
Limited, (b) Taurus Lee Limited, and (c) Nico and Winco Limited respectively.
Accordingly, Mr. Luo, HD Luo Limited and Black Tea Limited are the Controlling
Shareholders of our Company. For details, please see “Relationship with Our Controlling
Shareholders.”
OUR PRE-IPO INVESTORS
Since the establishment of our Company, we have undergone seven rounds of financing
from the Pre-IPO Investors, raising over RMB600 million in total. For further details of the
identity and background of the Pre-IPO Investors, and the principal terms of the Pre-IPO
Investments, see “History, Reorganization and Corporate Structure—Pre-IPO Investments”
GLOBAL OFFERING STATISTICS
All statistics in this table are based on the assumption that (1) the Global Offering has
been completed and 68,166,200 Shares are issued pursuant to the Global Offering; (2) options
granted under the Offer Size Adjustment Option and the Over-Allotment Option are not
exercised; and (3) 426,038,600 Shares are in issue immediately upon the completion of the
Capitalization Issue and Global Offering and the 1,565,118 Preferred Shares are converted into
Shares on a one-to-one basis by way of re-designation and re-classification upon Listing.
Based on the Offer Price
of HK$30.60 per Share
Market capitalization of our Shares (1) HK$13.0 billion
Unaudited pro forma adjusted consolidated net tangible
assets per Share (2)
HK$2.07
SUMMARY
–2 5–


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(1) The calculation of market capitalization is based on 426,038,600 Shares expected to be in issue
immediately upon completion of the Capitalization Issue and Global Offering, assuming the Offer Size
Adjustment Option and the Over-allotment Option are not exercised.
(2) See Appendix II to this Prospectus for further details regarding the assumptions used and the calculation
method.
LISTING EXPENSES
Based on the Offer Price of HK$30.60 per Offer Share, the total listing expenses
(including underwriting commissions) payable by our Company are estimated to be
approximately HK$148.3 million (equivalent to approximately RMB135.4 million), or 7.1% of
our gross proceeds, assuming the Offer Size Adjustment Option and the Over-allotment Option
are not exercised. These listing expenses comprise of (i) HK$75.7 million of underwriting-
related expenses (including but not limited to commissions and fees); and (ii) HK$72.6 million
of non-underwriting-related expenses, including HK$42.8 million of fees and expenses of legal
advisors and accountant and HK$29.8 million of other fees and expenses.
As of June 30, 2025, we have incurred listing expenses of RMB40.2 million (equivalent
to HK$43.7 million) for the Global Offering, as being charged to our consolidated statements
of comprehensive loss. We estimate that of the total listing expenses (including underwriting
commissions, assuming the Offer Size Adjustment Option and the Over-allotment Option are
not exercised and based on an Offer Price of HK$30.60 per Offer Share), HK$62.3 million is
expected to be charged to our consolidated statement of comprehensive income and HK$86.0
million is expected to be charged against equity upon the Global Offering.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied for listing under Chapter 8 of the Listing Rules and satisfied the market
capitalization/revenue test under Rule 8.05(3) of the Listing Rules. We have applied to the
Stock Exchange for the granting of the listing of, and permission to deal in, the Shares in issue
and to be issued (i) pursuant to the Capitalization Issue and the Global Offering (including any
Shares which may be issued pursuant to the exercise of the Offer Size Adjustment Option
and/or the Over-allotment Option), and (ii) under the Pre-IPO Share Option Scheme.
Under section 44B(l) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, if the permission for the Shares to be listed on the Stock Exchange pursuant to this
Prospectus has been refused before the expiration of three weeks from the date of the closing
of the Global Offering or such longer period not exceeding six weeks as may, within the said
three weeks, be notified to us by or on behalf of the Stock Exchange, then any allotment made
on an application in pursuance of this Prospectus shall, whenever made, be void.
SUMMARY
–2 6–


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RECENT DEVELOPMENTS
Recent Business Updates and No Material Adverse Change
Our Directors confirm that, as of the date of this Prospectus, there has been no material
adverse change in our business operations, financial or trading position, indebtedness,
mortgage, contingent liabilities, guarantees or prospects since June 30, 2025, the end of the
period reported on the Accountant’s Report included in Appendix I to this Prospectus.
SUMMARY
–2 7–


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In this Prospectus, unless the context otherwise requires, the following terms shall
have the meanings set out below. Certain other terms are explained in the section headed
“Glossary of Technical Terms” in this Prospectus.
“%” per cent
“Accountant’s Report” the Accountant’s report prepared by
PricewaterhouseCoopers, details of which are set out in
Appendix I to this Prospectus
“affiliate(s)” with respect to any specified person, any other person,
directly or indirectly, controlling or controlled by or
under direct or indirect common control with such
specified person
“AFRC” Accounting and Financial Reporting Council (ʿৌ
ਕිజ҅)
“Articles of Association” or
“Articles”
the fourth amended and restated articles of association of
our Company conditionally adopted by special resolution
on October 5, 2025, with effect from the Listing Date, as
amended from time to time, a summary of which is set
out in Appendix III to this Prospectus
“associate(s)” has the meaning ascribed thereto under the Listing Rules
“Audit Committee” the audit committee of the Board
“Board”, “Board of Directors”
or “our Board”
the board of Directors of our Company
“Business Day” any day on which banks in Hong Kong are generally open
for normal banking business and which is not a Saturday,
Sunday or public holiday in Hong Kong
“BVI” the British Virgin Islands
“Cayman Companies Act” or
“Companies Act”
the Companies Act, Cap. 22 (Law 3 of 1961, as
consolidated and revised) of the Cayman Islands, as
amended, supplemented or otherwise modified from time
to time
“Cayman Registrar” the Registrar of Companies of the Cayman Islands
DEFINITIONS
–2 8–


--- page 38 ---
“Capitalization Issue” the issue of Shares on the Listing Date by way of the
capitalization of certain sums standing to the credit of the
share premium account of our Company to the holders of
the Shares whose names appear on the register of
members of our Company at the close of business on the
business day preceding the Listing Date in proportion to
their then existing respective shareholdings
“CCASS” the Central Clearing and Settlement System established
and operated by HKSCC
“CEO” chief executive officer of our Company
“China” or “the PRC” the People’s Republic of China, except where the context
requires otherwise and only for the purposes of this
Prospectus and for geographical reference only,
excluding the Hong Kong Special Administrative Region,
the Macao Special Administrative Region and Taiwan
Region
“CIC” China Insights Industry Consultancy Limited, the
industry consultant of our Company
“CIC Report” an independent market research report commissioned by
us and prepared by CIC for the purpose of this Prospectus
“close associate(s)” has the meaning ascribed thereto under the Listing Rules
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of
Hong Kong) as amended, supplemented or otherwise
modified from time to time
“Companies (Winding Up and
Miscellaneous Provisions)
Ordinance”
the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Chapter 32 of the Laws of Hong
Kong) as amended, supplemented or otherwise modified
from time to time
“Company”, “our Company”, or
“the Company”
JST Group Corporation Limited (ʮ
̡), an exempted company with limited liability
incorporated under the laws of the Cayman Islands on
August 2, 2021
“Compliance Adviser” Guotai Junan Capital Limited, our compliance adviser
DEFINITIONS
–2 9–


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“connected person(s)” has the meaning ascribed thereto under the Listing Rules
“connected transaction(s)” has the meaning ascribed thereto under the Listing Rules
“Controlling Shareholder(s)” has the meaning ascribed thereto under the Listing Rules
and unless the context otherwise requires, refers to Mr.
Luo, HD Luo Limited and Black Tea Limited, as further
detailed in the section headed “Relationship With Our
Controlling Shareholders” in this Prospectus
“core connected person(s)” has the meaning ascribed thereto under the Listing Rules
“Corporate Governance Code” the Corporate Governance Code set out in Appendix C1
to the Listing Rules
“CSRC” the China Securities Regulatory Commission ( ʕ਷ᗇՎ
ึ)
“Director(s)” the director(s) of our Company
“ESOP Trust” the trust established by the Company to facilitate the
administration of the Pre-IPO Share Option Scheme
“ESOP Trustee” JST Incentive Plan Limited, which is wholly owned by
Trident Trust Company (HK) Limited as the trustee of the
ESOP Trust
“Extreme Conditions” extreme conditions caused by a super typhoon as
announced by the government of Hong Kong
“FINI” “Fast Interface for New Issuance”, the online platform
operated by HKSCC that is mandatory for admission
to trading and, where applicable, the collection and
processing of specified information on subscription in
and settlement for the Listing
“General Rules of HKSCC” the terms and conditions regulating the use of HKSCC’s
services, as may be amended or 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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“Governmental Authority(ies)” any governmental, regulatory, or administrative
commission, board, body, authority, or agency, or any
stock exchange, self-regulatory organization, or other
non-governmental regulatory authority, or any court,
judicial body, tribunal, or arbitrator, in each case whether
national, central, federal, provincial, state, regional,
municipal, local, domestic, foreign, or supranational
“Group”, “our Group”, “the
Group”, “our”, “we” or “us”
our Company and our subsidiaries from time to time or,
where the context so 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
“HKSCC” Hong Kong Securities Clearing Company Limited, a
wholly owned subsidiary of Hong Kong Exchanges and
Clearing Limited
“HKSCC EIPO ” the application for the Hong Kong Offer Shares to be
issued in the name of HKSCC Nominees and deposited
directly into CCASS to be credited to your designated
HKSCC Participant’s stock account through causing
HKSCC Nominees to apply on your behalf, including by
instructing your broker or custodian who is a HKSCC
Participant to give electronic application instructions via
HKSCC’s FINI system to apply for the Hong Kong Offer
Shares on your behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary
of HKSCC
“HKSCC Operational
Procedures”
the operational procedures of HKSCC, containing the
practices, procedures and administrative or other
requirements relating to HKSCC’s services and the
operations and functions of CCASS, FINI or any other
platform, facility or system established, operated and/or
otherwise provided by or through HKSCC, as from time
to time in force
“HKSCC Participant” a participant admitted to participate in CCASS as a direct
clearing participant, a general clearing participant or a
custodian participant
“Hong Kong”, “Hong Kong
SAR” or “HK”
the Hong Kong Special Administrative Region of the
People’s Republic of China
DEFINITIONS
–3 1–


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“Hong Kong dollars” or
“HK dollars” or “HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong Offer Shares” the 6,816,700 Shares being initially offered by our
Company for subscription at the Offer Price pursuant to
the Hong Kong Public Offering, subject to reallocation
and the Offer Size Adjustment Option as described in the
section headed “Structure of the Global Offering” in this
Prospectus
“Hong Kong Public Offering” the offer of the Hong Kong Offer Shares for subscription
by the public in Hong Kong at the Offer Price (plus
brokerage fee of 1.0%, SFC transaction levy of 0.0027%,
Stock Exchange trading fee of 0.00565% and AFRC
transaction levy of 0.00015%) on the terms and subject to
the conditions described in the section headed “Structure
of the Global Offering – The Hong Kong Public
Offering” in this Prospectus
“Hong Kong Share Registrar” Computershare Hong Kong Investor Services Limited
“Hong Kong Stock Exchange”
or “Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Hong Kong Takeovers Code”
or “Takeover Code”
the Codes on Takeovers and Mergers and Share Buy-
backs issued by the SFC, as amended, supplemented or
otherwise modified from time to time
“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering as set
out in the section headed “Underwriting – Hong Kong
Underwriters” in this Prospectus
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated October 10, 2025,
relating to the Hong Kong Public Offering entered into by
and among our Company, Mr. Luo, HD Luo Limited,
Black Tea Limited, China International Capital
Corporation Hong Kong Securities Limited, J.P . Morgan
Securities (Far East) Limited, J.P . Morgan Securities
(Asia Pacific) Limited and the Hong Kong Underwriters,
as further described in the section headed “Underwriting
– Underwriting Arrangements and Expenses – Hong
Kong Public Offering” in this Prospectus
DEFINITIONS
–3 2–


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“IFRS” the International Financial Reporting Standards, which
include standards, amendments and interpretations as
issued from time to time by the International Accounting
Standards Board
“Independent Third Party(ies)” any entity(ies) or person(s) who, to the best of our
Directors’ knowledge, information and belief having
made all reasonable enquiries, is not a connected person
of our Company within the meaning ascribed thereto
under the Listing Rules
“International Offer Shares” the 61,349,500 Shares being initially offered for
subscription under the International Offering, together,
where relevant, with any additional Shares which may be
issued by our Company pursuant to the exercise of the
Offer Size Adjustment Option and/or the Over-allotment
Option, subject to reallocation as described in the section
headed “Structure of the Global Offering” in this
Prospectus
“International Offering” the conditional placing of the International Offer Shares
at the Offer Price outside the United States in offshore
transactions in accordance with Regulation S and in the
United States to QIBs only in reliance on Rule 144A or
any other available exemption from the registration
requirements under the U.S. Securities Act, as further
described in the section headed “Structure of the Global
Offering” in this Prospectus
“International Underwriters” the group of international underwriters of the
International Offering, expected to enter into the
International Underwriting Agreement to underwrite the
International Offering
“International Underwriting
Agreement”
the underwriting agreement relating to the International
Offering and expected to be entered into by, among
others, our Company and the International Underwriters
on or about Friday, October 17, 2025, as further described
in the section headed “Underwriting – Underwriting
Arrangements and Expenses – International Offering” in
this Prospectus
DEFINITIONS
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“Joint Bookrunners” the joint bookrunners of the Listing as named in the
section headed “Directors and Parties Involved in the
Global Offering” in this Prospectus
“Joint Global Coordinators” the joint global coordinators of the Listing as named in
the section headed “Directors and Parties Involved in the
Global Offering” in this Prospectus
“Joint Lead Managers” the joint lead managers of the Listing as named in the
section headed “Directors and Parties Involved in the
Global Offering” in this Prospectus
“Joint Sponsors” the joint sponsors of the Listing as named in the section
headed “Directors and Parties Involved in the Global
Offering” in this Prospectus
“Latest Practicable Date” October 5, 2025, being the latest practicable date for the
purpose of ascertaining certain information contained in
this Prospectus prior to its publication
“Laws” all laws, statutes, legislation, ordinances, rules,
regulations, guidelines, opinions, notices, circulars,
orders, judgments, decrees, or rulings of any
Governmental Authority (including but not limited to the
Stock Exchange and the SFC) of all relevant jurisdictions
“Listing” the listing of our Shares on the Main Board of the Stock
Exchange
“Listing Committee” the listing committee of the Stock Exchange
“Listing Date” the date, expected to be on or about Tuesday, October 21,
2025, on which the Shares are listed and on which
dealings in the Shares are first permitted to take place on
the Stock Exchange
“Listing Rules” the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, as amended,
supplemented or otherwise modified from time to time
“Main Board” the stock exchange (excluding the option market)
operated by the Stock Exchange which is independent
from and operates in parallel with the Growth Enterprise
Market of the Stock Exchange
DEFINITIONS
–3 4–


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“Memorandum” or
“Memorandum of Association”
the fourth memorandum of association of our Company,
conditionally adopted by special resolution on October 5,
2025, with effect from the Listing Date, as amended from
time to time, a summary of which is set out in Appendix
III to this Prospectus
“MOFCOM” or “Ministry of
Commerce”
the Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷
ਠਕ௅) (formerly known as the Ministry of Foreign
Trade and Economic Cooperation of the PRC ( ʕശɛ͏
௅))
“Mr. He” Mr. He Xingjian (ܔexecutive Director and chief
product officer of our Company
“Mr. Li” Mr. Li Cansheng ( ҽᐆʺ), executive Director and chief
security officer of our Company
“Mr. Luo” Mr. Luo Haidong (؇chairman of the Board,
executive Director, CEO and a Controlling Shareholder
“Mr. Wang” Mr. Wang Y u ( ˮຄ), executive Director and chief
marketing officer of our Company
“NDRC” the National Development and Reform Commission ( ʕ
ึ)
“Nomination Committee” the nomination committee of the Board
“NPC” the National People’s Congress of the PRC ( ʕശɛ͏΍
ɽึ)
“ODI Rules” the Administrative Measures for Overseas Investment by
Enterprise (جand other relevant
rules
“Offer Price” the offer price per Offer Share (exclusive of brokerage
fee of 1.0%, SFC transaction levy of 0.0027%, Stock
Exchange trading fee of 0.00565% and AFRC transaction
levy of 0.00015%), expressed in Hong Kong dollars, at
which Hong Kong Offer Shares are to be subscribed for
pursuant to the Hong Kong Public Offering and
International Offer Shares are to be offered pursuant to
the International Offering, of HK$30.60
DEFINITIONS
–3 5–


--- page 45 ---
“Offer Share(s)” the Hong Kong Offer Shares and the International Offer
Shares, together, where relevant, with any additional
Shares to be issued by our Company pursuant to the
exercise of the Offer Size Adjustment Option and/or the
Over-allotment Option
“Offer Size Adjustment Option” the option under the Hong Kong Underwriting
Agreement, exercisable by the Company prior to the
execution of the International Underwriting Agreement,
pursuant to which the Company may issue and allot up to
an aggregate of 10,224,900 additional Shares at the Offer
Price, to cover additional market demand, if any, as
described in the section headed “Structure of the Global
Offering — Offer Size Adjustment Option”
“Overall Coordinators” the overall coordinators of the Listing as named in the
section headed “Directors and Parties Involved in the
Global Offering” in this Prospectus
“Over-allotment Option” the option expected to be granted by our Company to the
International Underwriters, exercisable by the Joint
Global Coordinators and the Overall Coordinators on
behalf of the International Underwriters for up to 30 days
from the day following the last day for the lodging of
applications under the Hong Kong Public Offering, to
require our Company to allot and issue up to 10,224,900
additional Shares (representing in aggregate
approximately 15% of the Offer Shares initially being
offered under the Global Offering assuming the Offer
Size Adjustment Option is not exercised at all) or up to
11,758,600 additional Shares (representing in aggregate
approximately 15% of the Offer Shares initially being
offered under the Global Offering assuming the Offer
Size Adjustment Option is exercised in full) to the
International Underwriters to, among other things, cover
over-allocations in the International Offering, if any,
details of which are described in the section headed
“Structure of the Global Offering – The International
Offering – Over-allotment Option” in this Prospectus
“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ), the central
bank of the PRC
DEFINITIONS
–3 6–


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“PRC Legal Advisor” Commerce & Finance Law Offices, our legal advisor on
PRC laws in connection with the Global Offering
“Preferred Shares” preferred shares(s) in the share capital of the Company,
collectively, the Series Angel Preferred Shares, the Series
Pre-A Preferred Shares, the Series A Preferred Shares, the
Series B1 Preferred Shares, the Series B2 Preferred
Shares, the Series B3 Preferred Shares and the Series C
Preferred Shares
“Pre-IPO Investment(s)” the investment(s) in our Company undertaken by the
Pre-IPO Investors prior to this initial public offering, the
details of which are set out in the section headed
“History, Reorganization and Corporate Structure” in this
Prospectus
“Pre-IPO Investor(s)” the investor(s) in our Company prior to this initial public
offering, the details of which are set out in the section
headed “History, Reorganization and Corporate
Structure” in this Prospectus
“Pre-IPO Share Option Scheme” the share option scheme of our Company, which was
approved and adopted by way of the decision of the
chairman of the Board on April 15, 2024, as authorized
by a resolution of the shareholders of the Company dated
June 8, 2023, the principal terms of which are set out in
“Statutory and General Information – D. Pre-IPO Share
Option Scheme” in Appendix IV to this Prospectus
“Prospectus” this prospectus being issued in connection with the Hong
Kong Public Offering
“QIB” a qualified institutional buyer within the meaning of Rule
144A
“Regulation S” Regulation S under the U.S. Securities Act
“Remuneration Committee” the remuneration committee of the Board
“Renminbi” or “RMB” Renminbi, the lawful currency of the PRC
DEFINITIONS
–3 7–


--- page 47 ---
“Reorganization” the reorganization arrangements undertaken by our
Group in preparation for the Listing, details of which are
set out in the section headed “History, Reorganization
and Corporate Structure – Reorganization” in this
Prospectus
“RSU” restricted stock unit
“Rule 144A” Rule 144A under the U.S. Securities Act
“SAFE” the State Administration of Foreign Exchange of the PRC
(̮ි၍ଣ҅)
“SAIC” the State Administration for Industry and Commerce
of the PRC (၍ଣᐼ҅),
which has now been merged into the SAMR
“SAMR” the State Administration for Market Regulation of the
PRC (̹ఙ္ຖ၍ଣᐼ҅)
“Series A Investors” the holders of the Series A Preferred Shares
“Series A Preferred Shares” the series A preferred shares of the Company with a par
value of US$0.0001 per Share
“Series Angel Investors” the holders of the Series Angel Preferred Shares
“Series Angel Preferred Shares” the series Angel preferred shares of the Company with a
par value of US$0.0001 per Share
“Series B1 Investors” the holders of the Series B1 Preferred Shares
“Series B1 Preferred Shares” the series B1 preferred shares of the Company with a par
value of US$0.0001 per Share
“Series B2 Investors” the holders of the Series B2 Preferred Shares
“Series B2 Preferred Shares” the series B2 preferred shares of the Company with a par
value of US$0.0001 per Share
“Series B3 Investors” the holders of the Series B3 Preferred Shares
“Series B3 Preferred Shares” the series B3 preferred shares of the Company with a par
value of US$0.0001 per Share
DEFINITIONS
–3 8–


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“Series C Investors” the holders of the Series C Preferred Shares
“Series C Preferred Shares” the series C preferred shares of the Company with a par
value of US$0.0001 per Share
“Series Pre-A Investors” the holders of the Series Pre-A Preferred Shares
“Series Pre-A Preferred Shares” the series Pre-A preferred shares of the Company with a
par value of US$0.0001 per Share
“SFC” the Securities and Futures Commission of Hong Kong
“SFO” or “Securities and
Futures Ordinance”
the Securities and Futures Ordinance, Chapter 571 of the
Laws of Hong Kong, as amended, supplemented or
otherwise modified from time to time
“Shanghai Jushuitan” Shanghai Jushuitan Network Technology Co., Ltd. ( ɪऎ
ʮ̡), a limited liability company
established under the laws of the PRC on September 26,
2014 and our wholly-owned subsidiary
“Share(s)” ordinary shares in the share capital of our Company
“Share Option(s)” the share option(s) granted or to be granted pursuant to
the terms and conditions of the Pre-IPO Share Option
Scheme
“Shareholder(s)” holder(s) of our Share(s)
“STA” the State Taxation Administration of the PRC ( ʕശɛ͏
೼ਕᐼ҅)
“Stabilizing Manager” China International Capital Corporation Hong Kong
Securities Limited
“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
“Stock Exchange” the Stock Exchange of Hong Kong Limited
“Stock Borrowing Agreement” the stock borrowing agreement expected to be entered
into between the Stabilizing Manager and Black Tea
Limited on or around October 17, 2025
DEFINITIONS
–3 9–


--- page 49 ---
“subsidiary(ies)” has the meaning ascribed thereto in section 15 of the
Companies Ordinance
“substantial shareholder(s)” has the meaning ascribed thereto under the Listing Rules
“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 shares” has the meaning ascribed thereto under the Listing Rules
“Underwriters” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and the
International Underwriting Agreement
“United States”, “USA”, “US”
or “U.S.”
the United States of America, its territories, its
possessions and all areas subject to its jurisdiction
“US dollars”, “U.S. dollars”,
“USD” or “US$”
United States dollars, the lawful currency of the United
States
“U.S. Government” the federal government of the United States, including its
executive, legislative and judicial branches
“U.S. Persons” U.S. persons as defined in Regulation S
“U.S. Securities Act” the United States Securities Act of 1933, as amended,
supplemented or otherwise modified from time to time
“V A T” value-added tax
“White Form eIPO ” the application for 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
Unless otherwise specified, all references in this Prospectus to any shareholdings in our
Company following the completion of the Capitalization Issue and the Global Offering assume
that the Offer Size Adjustment Option and the Over-allotment Option are not exercised.
DEFINITIONS
–4 0–


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The English names of the PRC entities, PRC laws or regulations, and the PRC
governmental authorities referred to in this Prospectus are translations from their Chinese
names and are for identification purposes only. If there is any inconsistency, the Chinese names
shall prevail.
Certain amounts and percentage figures included in this Prospectus have been subject to
rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures preceding them.
DEFINITIONS
–4 1–


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This section contains definitions of certain terms used in this Prospectus in
connection with our Company and our business. Some of these may not correspond to
standard industry definitions.
“architecture” the structure under which an information system’s
hardware, software, data and communication capabilities
are put together
“annual recurring revenue” or
“ARR”
revenue from our SaaS products in the last month of a
given year multiplied by 12
“billings” payments we received from customers for our products
and services during a certain period (including applicable
taxes)
“CAGR” compound annual growth rate
“cloud-based” applications, services or resources made available to
users on demand via the internet from a cloud computing
provider’s servers with access to shared pools of
configurable resources
“COVID-19” coronavirus disease 2019, a disease caused by a novel
virus designated as severe acute respiratory syndrome
coronavirus 2
“DMS” distribution management system
“Double 11 Festival” the annual online promotional event over a period of time
around November held by e-commerce platforms in
China
“ERP” enterprise resource planning system
“IaaS” Infrastructure as a Service, a cloud computing model that
provides on-demand access to computing resources such
as servers, storage, networking, and virtualization
“IT” information technology
GLOSSARY OF TECHNICAL TERMS
–4 2–


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“net dollar retention rate” a fraction, the denominator of which is the revenue
contribution by customers in the previous year of a given
year and the numerator of which is the contribution by
the same group of customers in such given year,
expressed as a percentage
“OMS” order management system
“on-premise software” software installed and operated from organizations’ in-
house server and computing infrastructure
“PDA” personal digital assistant, a hand-hold smart barcode
scanner typically used in warehousing management
“PMS” procurement management system
“R&D” research and development
“SaaS” software as a service, a cloud-based software delivery
model in which the software provider develops and
maintains cloud software application, provides automatic
software updates, and makes software available to its
customers via the internet on a pay-as-you-go or
subscription basis
“SKU” stock keeping unit
“uptime” the guaranteed amount of time that a system is
operational without interruptions or failures
“WMS” warehousing management system
GLOSSARY OF TECHNICAL TERMS
–4 3–


--- page 53 ---
We have included in this Prospectus forward-looking statements. Statements that are not
historical facts, including but not limited to statements about our intentions, beliefs,
expectations or predictions for the future, are forward-looking statements.
This Prospectus contains forward-looking statements and information relating to us and
our subsidiaries that are based on the beliefs of our management as well as assumptions made
by and information currently available to our management. When used in this Prospectus, the
words “aim,” “anticipate,” “believe,” “could,” “expect,” “going forward,” “intend,” “may,”
“ought to,” “plan,” “project,” “seek,” “should,” “will,” “would,” “vision,” “aspire,” “target,”
“schedules,” and the negative of these words and other similar expressions, as they relate to us
or our management, are intended to identify forward-looking statements. Such statements
reflect the current views of our management with respect to future events, operations, liquidity
and capital resources, some of which may not materialize or may change. These statements are
subject to certain risks, uncertainties and assumptions, including the risk factors as described
in this Prospectus, some of which are beyond our control and may cause our actual results,
performance or achievements, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking statements.
Y ou are strongly cautioned that reliance on any forward-looking statements involves
known and unknown risks and uncertainties. The risks and uncertainties facing us which could
affect the accuracy of forward-looking statements include, but are not limited to, the following:
(1) our operations and business prospects;
(2) our ability to maintain relationship with, and the actions and developments
affecting, our major customers, suppliers and other business partners;
(3) future developments, trends and conditions in the industries and markets in which
we operate or plan to operate;
(4) general economic, political and business conditions in the markets in which we
operate;
(5) changes to the regulatory environment in the industries and markets in which we
operate;
(6) our ability to maintain the market leading positions;
(7) the actions and developments of our competitors;
(8) our ability to effectively contain costs and optimize pricing;
(9) the ability of third parties to perform in accordance with contractual terms;
(10) our ability to retain senior management and key personnel and recruit qualified staff;
FORW ARD-LOOKING STATEMENTS
–4 4–


--- page 54 ---
(11) our business strategies and plans to achieve these strategies, including our product,
service and geographic expansion plans;
(12) our ability to defend our intellectual rights and protect confidentiality;
(13) change or volatility in interest rates, foreign exchange rates, equity prices, trading
volumes, commodity prices and overall market trends; including those pertaining to
the PRC and the industry and markets in which we operate; and
(14) capital market developments.
By their nature, certain disclosures relating to these and other risks are only estimates and
should one or more of these uncertainties or risks, among others, materialize, actual results
may vary materially from those estimated, anticipated or projected, as well as from historical
results. Specifically but without limitation, sales could decrease, costs could increase, capital
costs could increase, capital investment could be delayed and anticipated improvements in
performance might not be fully realized.
Subject to the requirements of applicable laws, rules and regulations, we do not have any
and undertake no obligation to update or otherwise revise the forward-looking statements in
this Prospectus, whether as a result of new information, future events or otherwise. As a result
of these and other risks, uncertainties and assumptions, the forward-looking events and
circumstances discussed in this Prospectus might not occur in the way we expect or at all.
Accordingly, you should not place undue reliance on any forward-looking information. All
forward-looking statements in this Prospectus are qualified by reference to the cautionary
statements in this section as well as the risks and uncertainties discussed in the section headed
“Risk Factors” in this Prospectus.
In this Prospectus, statements of or references to our intentions or those of our Directors
are made as of the date of this Prospectus. Any such information may change in light of future
developments.
FORW ARD-LOOKING STATEMENTS
–4 5–


--- page 55 ---
An investment in our Shares involves significant risks. Y ou should carefully
consider all of the information in this Prospectus, including the risks and uncertainties
described below, before making an investment in our 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, prospects, results of operations and
financial condition. The market price of our Shares could significantly decrease due to
any of these risks, and you may lose all or part of your investment. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial also may
impair our business operations.
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” in this Prospectus.
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
If we fail to improve and enhance the functions, performance, reliability, design, security,
and scalability of our SaaS products to suit our customers’ evolving needs, we may lose our
customers.
Our SaaS products and the market acceptance of our SaaS products are essential to our
business success. Our ability to continue to attract and retain customers and increase sales
depends largely on our ability to continue improving and enhancing the functions,
performance, reliability, design, security, and scalability of our products. For further
information on our products, see “Business—Our Offerings.”
The industry in which we operate is characterized by dynamic industry trends, fast
changing technologies, and rapid development and continued enhancement of SaaS products.
To remain competitive, we must continue to stay abreast of the continuously evolving
merchants’ demand and preferences, industry trends and rapid technological developments.
Emergence of new e-commerce platforms, new e-commerce business models or new
marketing channels may induce different operational demand by merchants. General market
conditions and consumer behaviors may also affect our business. For example, changes in
popularity of product categories in the e-commerce sector may change the way merchants need
to operate their business because different product categories may require distinct operational
skills due to the different requirements in warehousing, customer support, or other operational
resources. Failure to capture the industry trends such as the foregoing could render our SaaS
products less attractive to customers and limit our business growth. If we are not able to keep
pace with the market dynamics in e-commerce or e-commerce SaaS markets, our business may
be materially and adversely affected.
RISK FACTORS
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We have invested and intend to continue investing significant resources in advanced
technologies, including distributed and parallel computing, real-time computing, cloud-native
database and multi-level cache, to enhance our products in different business scenarios.
Nevertheless, we may not be able to leverage new technologies effectively or adapt our
products to meet customers’ needs or emerging industry standards. If we are unable to adapt
in a cost-effective and timely manner in response to changing market conditions, whether for
technical, legal, financial or other reasons, our business may be materially and adversely
affected. Our success will also depend partially on our ability to continuously identify, develop,
acquire, protect or license advanced and new technologies that are valuable to our products and
solutions. Failure to do so could render our existing products and solutions obsolete and
unappealing, thereby adversely affecting our business prospects.
In addition, we will need to continuously modify and enhance our products in order to
maintain the compatibility of our products. We may not be successful in either developing these
modifications and enhancements or in bringing them to the market in a timely manner.
Moreover, uncertainties regarding the timing and nature of the development in network
platforms or technologies, or modifications to existing platforms or technologies, could
increase our research and development expenses. Any failure of our products to operate
effectively with future network platforms and technologies could reduce the demand for our
products and solutions, result in customer dissatisfaction, and adversely affect our business,
financial condition, results of operations and prospects.
If we fail to maintain our relationships with e-commerce platforms or adapt ourselves to
emerging e-commerce platforms, or if e-commerce platforms otherwise curtail or inhibit our
ability to integrate or operate our products with their platforms, our business and prospects
may be materially and adversely affected.
Our success is closely tied to our ability to maintain strong relationships with e-commerce
platforms, and the integration of our products with them is key to our success. As they evolve,
our products and services must be promptly updated to ensure seamless integration and
continued relevance. The technological advancements and business know-how in the
e-commerce landscape evolve rapidly. If we lag, even momentarily, our products might lose
their efficacy, causing friction for our users.
Furthermore, as e-commerce platforms diversify and specialize, we must ensure
compatibility and connectivity with various types of e-commerce platforms in order to stay
competitive. We may invest substantial human and technology resources in this regard, and we
cannot guarantee that these efforts will generate our desired results.
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In addition, maintaining business relationship with major e-commerce platforms in China
are important to our business. For the years ended December 31, 2022, 2023, 2024 and the six
months ended June 30, 2025, orders processed on our top three e-commerce platforms in each
year/period during the Track Record Period accounted for 83%, 83%, 84% and 84% of total
orders on our ERP products, respectively. Merchants use our products to manage their online
stores on e-commerce platforms. If e-commerce platforms, especially the major e-commerce
platforms, curtail or inhibit our ability to integrate or operate our products with their platforms,
our services to merchants will be materially affected. For example, certain major e-commerce
platforms or their related companies also offer ERP products to merchants. We believe that
ERP products offered by e-commerce platforms are more complementary to than competitive
with ERP products offered by third-party providers, including us. However, we cannot
guarantee that e-commerce platforms will not offer competing ERP products in the future and
restrict our connectivity with such e-commerce platforms.
Therefore, any failure to maintain our relationships with e-commerce platforms or adapt
ourselves to emerging e-commerce platforms, or any curtailment or inhibition of our ability to
connect our SaaS products and related services with the merchants’ shops on such e-commerce
platforms, could have a material adverse effect on our business and prospects. We may need
to invest significant resources to adapt to these changes or develop workarounds, which could
negatively impact our results of operation and financial performance.
Adverse changes in the macro-economy may negatively affect the e-commerce market and
the demand for our products.
Since our SaaS products are offered to participants in the e-commerce industry, our
operational and financial performances are subject to the developments of the internet and
e-commerce industry. In particular, many of our customers are small- and medium-sized
merchants that may be more vulnerable to macro economy fluctuations than large-scale
companies. In extreme cases, many such small- and medium-sized merchants may experience
large scale closure during economic downturns. The internet and e-commerce market may be
affected by factors such as the macro-economy and consumers’ disposable income, among
others. Any such adverse changes in the macro-economy may negatively affect the e-commerce
market, which may in turn affect the demand for our SaaS products and our ability to generate
profits.
The development of the internet and e-commerce industry is subject to various factors
beyond our control.
The development of the internet and e-commerce industry is subject to various factors
beyond our control, such as changes in demographics of e-commerce consumers, consumer
tastes and preferences, mobile internet penetration and usage, emergence of alternative
channels or business models, seasonality and public policies. Negative development in the
internet and e-commerce industry will adversely affect our business. Additionally, some
changes in dynamics of the internet and e-commerce industry, such as emergence of new
business models, may also affect our business adversely, if our offerings do not match
customers’ shifting needs or if our business model does not tone with such changed dynamics.
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Our SaaS products are subject to third-party dependencies. In particular, we rely on one
IaaS cloud service provider.
Our SaaS products and related services are subject to third-party dependencies, such as
cloud service providers and telecommunications companies. For example, IaaS cloud services
are important to our cloud-based SaaS products and provide the infrastructure for our SaaS
products. Cloud server fees and technical service fees accounted for 20.8%, 28.8%, 33.1% and
34.2% of our cost of sales in 2022, 2023, 2024 and the six months ended June 30, 2025,
respectively. We rely on a single IaaS cloud services provider, Supplier A, which may amplify
the risks relating to the dependence on third-party IaaS cloud service providers. Supplier A was
also our largest supplier in each period during the Track Record Period, accounting for
approximately 39.4%, 36.3%, 50.3% and 51.7% of our total purchases in 2022, 2023, 2024 and
the six months ended June 30, 2025, respectively. In addition, in each period during the Track
Record Period, purchase from Supplier A accounted for over 90% of our total purchases of
cloud services. Our reliance on such supplier may subject us to concentration and counterparty
risks from such supplier. Our agreements with Supplier A are not exclusive. While we believe
we maintain good business relationship with Supplier A, we cannot assure you that such
relationships will not worsen in the future. In addition, if Supplier A were to adjust its business
or to encounter difficulties in its operations, the operation of our SaaS products and business
as a whole may be affected in turn as a result. According to CIC, there are several providers
in the market that can provide comparable services to satisfy our business needs, and we do not
anticipate significant migration costs. However, we cannot assure you that, in the event our
business relationship with Supplier A were to deteriorate or the supply were to be terminated
for any other reasons, we will be able to secure alternative suppliers for IaaS services promptly
on commercially favorable terms. If any of the foregoing events occur, our business may be
materially and adversely affected.
In addition, we cannot assure you that we will be able to maintain our relationships with
our other major suppliers. Any material and adverse change in our relationship with major
suppliers could impact the availability, reliability, or performance of our platform, which could
negatively impact our business and financial performance. If we are unable to prevent or
mitigate the risks associated with interruptions, performance issues, or security issues, our
business, financial performance, and reputation may be materially and adversely affected. We
may not have full or effective control over the third-party suppliers to prevent such incidents,
and the third-party suppliers may not be willing or be able to provide sufficient indemnification
or compensation, if at all, for any loss and expenses that we suffer as a consequence.
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We invest heavily in our research and development, and such investment may negatively
impact our profitability in the short term and may not generate the results we expect to
achieve.
We have committed significant resources to research and development of our SaaS
products, which are tailored to meet the unique needs of participants in the e-commerce
industry. In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, we recorded
research and development expenses of RMB234.3 million, RMB233.9 million, RMB239.8
million, RMB112.1 million and RMB115.4 million, respectively. While we believe that this
investment is essential to maintain our competitive edge and continue to develop innovative
products and solutions, it may negatively impact our profitability in the short term. Our
research and development efforts may require substantial upfront costs without generating
corresponding revenue, which could lead to a decrease in our profitability or even loss in the
short term.
Additionally, there is no guarantee that our research and development efforts will be
fruitful. We may spend significant resources on research and development activities that may
not result in successful or marketable products or enhancements thereof, or that may require
significant additional investment to become commercially viable. Such outcomes could have
a negative impact on our financial performance and may limit our ability to compete effectively
in the industry in which we operate.
Therefore, our investment in research and development may not generate the results we
expect to achieve, and our profitability may be negatively impacted in the short term. Any
failure to generate a sufficient return on our investment in research and development may
adversely affect our ability to attract investors and maintain our market position.
If we fail to maintain and grow our customer base, keep our customers engaged through our
products and solutions, and expand our business, our business growth may not be
sustainable.
To achieve the sustainable growth of our business, we must continuously attract new
customers, retain existing customers and increase their spending on our products and solutions.
This requires a thorough understanding of our customers’ evolving needs in their changing
businesses, timely launching new products and improving our existing products to keep our
customers engaged. If we fail to correctly and promptly identify our customers’ demands or
continuously provide them with products and solutions that add value to their businesses, our
customers may be reluctant to increase their spending on our products and solutions, and as a
result, the growth of our business may be stalled.
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In addition, our future success largely depends on our ability to develop and expand our
SaaS business. During the Track Record Period, revenue generated from our SaaS products
increased by 34.5% from RMB497.9 million in 2022 to RMB669.9 million in 2023 and further
increased by 31.0% to RMB877.5 million in 2024. The revenue generated from our SaaS
products subsequently increased by 24.6% from RMB406.6 million in the six months ended
June 30, 2024 to RMB506.5 million during the same period in 2025. We cannot assure you that
we will achieve similar growth rates for our SaaS business in the future. Despite our efforts in
researching and developing technology-driven SaaS products, we cannot assure you that our
existing and future SaaS products will sustain the current level of popularity. Customers may
not choose or continue to use our SaaS products if our SaaS products become outdated or if
our competitors offer superior and customer-friendly products and solutions. As a result, our
SaaS business may not grow at a rate we anticipate or at all, which may, in turn, materially and
adversely affect our business, results of operations, financial condition and prospects.
We operate in a competitive market and may not be able to compete successfully against our
existing and future competitors.
We face competition in various aspects of our business, including research and
development capabilities, customer services and retention, talents, brand awareness,
commercial relationships and financial, technical, marketing and other resources. Our
competitors may be able to develop products better received by participants in the e-commerce
industry or may be able to respond more quickly and effectively to new opportunities and
changing technologies, regulations, and customers’ needs. In addition, our existing and future
competitors may quickly expand their customer base and sales network by enlarging their sales
and support team. This could cause us to lose potential sales, which may have a material
adverse impact on our results of operation and financial condition. If we are unable to compete
successfully against our current or potential competitors, our business, financial condition, and
results of operations may be materially and adversely impacted.
We may not be able to achieve or subsequently maintain profitability.
In 2022, 2023 and the six months ended June 30, 2025, we recorded net loss of RMB507.1
million, RMB490.0 million and RMB39.5 million, respectively. Our historical loss-position
was mainly due to our substantial initial investment in (i) product development and (ii)
customer acquisition and retention to drive market acceptance. As a result of (i) increasing
revenue generated from recurring customers, which typically require less implementation costs
compared to new customers, (ii) the improvement of our sales and marketing efficiency, and
(iii) our upfront efforts in research and development which enabled us to achieve revenue
growth without incurring significant additional research and development investment, our
profitability significantly improved in the first half of 2025. For details, see “Business —
Business Sustainability and Path to Profitability.” If we cannot obtain sufficient capital to meet
our capital needs, we may not be able to execute our growth strategies, and our business,
financial condition and prospects may be materially and adversely affected. Accordingly, we
may not be able to achieve or subsequently maintain profitability in the future. We also expect
our costs and expenses to significantly increase in future periods as we continue to expand our
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business and operations. In addition, we expect to incur substantial costs and expenses as a
result of being a public company. If we are unable to generate adequate revenues and manage
our costs and expenses, we may continue to incur significant loss in the future and our net loss
may increase compared to prior years, and we may not be able to achieve or subsequently
maintain profitability.
We recorded net current liabilities and deficits in equity during the Track Record Period.
As of December 31, 2022, 2023, 2024 and June 30, 2025, we recorded deficits in equity
of RMB1,513.1 million, RMB3,673.2 million, RMB3,649.5 million and RMB3,683.1 million,
primarily due to (i) the recognition of financial liabilities to investors amounted to
RMB1,200.7 million as of December 31, 2022, representing the paid-in capital with preferred
rights held by certain investors, (ii) convertible redeemable preferred shares amounted to
RMB3,127.9 million and RMB3,143.9 million as of December 31, 2023 and 2024, respectively,
which will be terminated upon the Global Offering, and (iii) the significant amount of contract
liabilities amounted to RMB1,286.1 million, RMB1,604.5 million, RMB1,955.0 million and
RMB2,107.6 million as of December 31, 2022, 2023, 2024 and June 30, 2025, respectively,
because we typically require prepayments from our customers before we grant them access to
our SaaS products. As of December 31, 2022, 2023, 2024 and June 30, 2025, we recorded net
current liabilities of RMB227.0 million, RMB3,270.3 million, RMB3,118.2 million and
RMB3,129.3 million, respectively.
We cannot assure you that we will not record net current liabilities or deficits in equity
in the future. A net current liabilities or deficits in equity position would expose us to liquidity
risk. If we cannot obtain necessary funds to finance our operations, we may default on our
payment liabilities, and our business, liquidity, financial condition, results of operations and
prospects could be materially and adversely affected.
Our historical growth rates may not be indicative of our future growth, and, if we are unable
to manage our growth or execute our strategies effectively, our business and prospects may
be materially and adversely affected.
We experienced rapid growth in our revenue during the Track Record Period. Our revenue
increased from RMB523.1 million in 2022 to RMB697.2 million in 2023, and further increased
to RMB909.8 million in 2024, representing a CAGR of 31.9%. Our revenue subsequently
increased by 24.4% from RMB421.0 million in the six months ended June 30, 2024 to
RMB523.6 million during the same period in 2025. The total number of our SaaS customers
increased throughout the Track Record Period, being 45.7 thousand, 62.2 thousand, 88.4
thousand and 92.6 thousand as of December 31, 2022, 2023, 2024 and June 30, 2025,
respectively, with growing demands in our products.
While our business has grown in the past, we cannot assure you that we are able to sustain
our historical growth rate for various reasons, including uncertainty of our continuous launch
of new products and solutions and intensified competition in our industry. Our revenue,
expenses and operating results may vary from period to period due to factors beyond our
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control. As a result of these, and other factors, we cannot assure you that our future revenues
will increase or that we will achieve and/or subsequently maintain profitability. Accordingly,
investors should not rely on our historical results as an indication of our future financial or
operating performance.
In addition, our anticipated expansion and investment in new products and solutions may
place a significant strain on our managerial, operational, financial, and human resources. Our
current and planned personnel, systems, procedures, and controls may not be adequate to
support our future operations. We cannot assure you that we will be able to effectively manage
our growth or implement all such systems, procedures and control measures successfully. If we
are not able to manage our growth or execute our strategies effectively, our business and
prospects may be materially and adversely affected.
Any developments in the internet and e-commerce industry, or changes in dynamics of the
industry, may affect the demand of our products.
Since our SaaS products are offered to participants in the e-commerce industry, our
operational and financial performances are subject to the dynamic developments of the internet
and e-commerce industry. The internet and e-commerce market may be affected by various
factors including the macro-economy, consumers’ disposable income, changes in
demographics, consumer tastes and preferences, mobile internet penetration and usage,
emergence of alternative channels or business models, seasonality and public policies. Many
of these factors are beyond our control. Any developments in the internet and e-commerce
market may in turn affect the demand for our SaaS products and our ability to generate profits.
Some changes in dynamics of the internet and e-commerce industry may also affect our
business adversely, if our offerings do not match customers’ shifting needs or if our business
model does not tone with such changed dynamics.
If our security measures are breached or unauthorized access to customer data is otherwise
obtained, our products may be perceived as not being secure, customers may reduce the use
of or stop using our products, and we may incur significant liabilities.
Unauthorized access or use of customer data could expose us to regulatory actions,
litigation, investigations, remediation obligations, damage to our reputation and brand,
supplemental disclosure obligations, loss of customer confidence in the security of our
products, destruction of information, indemnity obligations, and resulting fees, costs, expenses,
loss of revenues, and other potential liabilities. We devote significant financial and personnel
resources to implementing and maintaining security measures. If these measures are
compromised as a result of third-party action, including intentional misconduct by computer
hackers, employee error, malfeasance, or otherwise, and someone obtains unauthorized access
to or use of our customers’ data, our reputation could be damaged, our business may suffer, and
we could incur significant liabilities as well as incur significant costs to remediate any
incidents.
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Cybersecurity challenges, including threats to our own IT infrastructure or those of our
customers or third-party providers, are often targeted at companies such as ours and may take
a variety of forms ranging from individual and groups of hackers to sophisticated
organizations, including state-sponsored actors. Key cybersecurity risks range from viruses,
worms, and other malicious software programs to “mega breaches”, any of which can result in
unauthorized disclosure of confidential information and intellectual property and compromised
data. As the techniques used to obtain unauthorized access or sabotage systems change
frequently and generally are not identified until they are launched against a target, we may be
unable to anticipate these techniques or to implement adequate preventative measures.
In addition, if a high-profile security breach occurs with respect to an industry peer, our
customers and potential customers may generally lose trust in the security of e-commerce SaaS
products, or in cloud applications for enterprises in general. Any or all of these issues could
negatively affect our ability to attract new customers, cause existing customers to elect to
terminate or not renew their subscriptions, result in reputational damage, require us to
compensate our customers for certain loss, or result in lawsuits, regulatory fines, or other
action or liabilities, which could materially and adversely affect our business, financial
condition and results of operations. See “Regulation—Regulations on Internet Information
Security and Privacy Protection.”
Our brands are integral to our success. If we fail to effectively maintain, promote and
enhance our brands, our business and competitive advantage may be harmed.
We believe that maintaining, promoting and enhancing our Jushuitan brands is critical to
our business. Maintaining and enhancing our brands depends largely on our ability to continue
to provide high-quality, well-designed, useful, reliable, and innovative products and solutions,
which we may not be able to achieve at all times.
Errors, defects, disruptions or other performance issues with our infrastructure may harm
our reputation and brands, and we may introduce new solutions or terms of service which may
not be well received by our customers. Additionally, if our customers have a negative
experience using our solutions or service, such an encounter may affect our brands and
reputation within the industry.
If we are unable to maintain high quality of customer services consistently, our brand
reputation, business, prospects, results of operations and financial condition may be
materially and adversely impacted.
We believe our focus on customer service and support is critical to onboarding new
customers, retaining our existing customers and growing our business. Therefore, we have
invested heavily in improving the quality of customer service and support, such as in training
of our support team. If we are unable to maintain high quality of customer service consistently,
we may lose our existing customers.
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In addition, our ability to attract new customers is highly dependent on our reputation and
on referrals from our existing customers. Failure to maintain customer services with high
quality consistently, or any market perception to the same effect, could adversely affect our
reputation and the number of customer referrals that we receive.
We may not be able to conduct our sales and marketing activities cost-effectively, and our
promotion activities may not result in the level of sales we anticipate to achieve.
In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, we recorded
selling and marketing expenses of RMB314.3 million, RMB344.0 million, RMB369.9 million
RMB170.6 million and RMB189.0 million, respectively. If we fail to conduct our sales and
marketing activities cost-effectively, we may incur considerable marketing expenses, which
could adversely affect our business and operating results. Additionally, our brand promotion
and marketing activities may not be well received by customers and may not result in the levels
of sales that we anticipate. Meanwhile, we are compelled to enhance our marketing approaches
and experiment with new marketing methods to keep pace with industry developments and
customer preferences. Due to the technical nature of SaaS products, we mainly rely on our
direct sales and regional sales agents to conduct marketing activities and drive sales of our
SaaS products and related services. Failure to introduce new marketing approaches in a
cost-effective manner could reduce our market share and materially and adversely affect our
financial condition, results of operations and profitability.
Our operations and plans for business development overseas are subject to various risks in
the relevant regions or foreign countries, the failure to handle which may adversely affect
our business, results of operations and financial condition.
We have plans to expand our business into various regions and countries overseas, which
exposes us to various risks and challenges. These risks include, but are not limited to, changes
in political environment, laws and regulations, economic conditions, and cultural differences.
Any failure to handle these risks effectively could result in disruptions to the execution of our
business plans and operations, increase in costs, and damage to our reputation. In addition, our
plans for business development overseas may require significant investments in marketing,
research and development, and human resources, which may not yield the expected return on
investment. The timing of our expansion plans may also be affected by factors beyond our
control, such as changes in economic conditions, political environment, or delays in obtaining
necessary licenses and permits. Furthermore, we may be subject to additional regulatory
requirements in foreign countries, which may increase our compliance costs and subject us to
legal and regulatory risks. These requirements may also limit our ability to operate in certain
regions or countries, which could negatively impact our growth prospects. In light of these
risks, we may need to allocate significant resources to manage and mitigate these risks, which
could increase our expenses and negatively impact our financial performance. If we are unable
to manage these risks effectively, our business, results of operations, and financial condition
may be materially and adversely affected.
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Our results of operations are subject to substantial seasonal fluctuations due to a number of
factors that could adversely affect our business.
Our SaaS products and solutions are used by participants in the e-commerce industry,
which is subject to seasonal trends and fluctuations. Our results of operations may be affected
by various seasonal factors, including, but not limited to, the e-commerce shopping festivals
and holidays. For example, during shopping festivals or public holidays, such as the Double 11
Festival, our customers typically experience a significant increase in sales volume, which may
increase their demand for and usages of our products. We may experience peak level of revenue
increases during or after such periods. As a result, our results of operations may not be
comparable from quarter to quarter and have been and may continue to be subject to
seasonality. Moreover, if we are unable to meet this increased demand, our revenue and
financial performance may be negatively impacted.
Interruptions, performance issues or security issues associated with our technology
infrastructure could materially and adversely affect our business, financial condition,
results of operations, and prospects.
Our SaaS products and related services rely on technology infrastructure and systems,
including software, hardware, and network equipment. Any interruption, degradation, or failure
of these systems or infrastructure could cause our platform to experience performance issues
or become unavailable to our customers, which could lead to lost revenue, increased expenses,
and damage to our reputation. In addition, our products are vulnerable to security breaches,
cyberattacks, and other malicious activities that could result in the loss, theft, or unauthorized
use of customer data or other sensitive information. Any such breach or attack could result in
legal and regulatory liabilities, financial loss, and damage to our reputation. The user
experiences of our SaaS products may be significantly and adversely impacted as a result. Our
business depends on the performance and reliability of the internet infrastructure, on which we
do not have control. We may not have access to alternative networks in the event of disruptions,
failures or other problems with the internet infrastructure.
Defects or errors in our products or solutions will decrease or diminish demand for our
products or solutions, and harm our business and results of operations.
Our SaaS products and solutions are subject to potential defects or errors that may arise
during development, testing, or deployment. These defects or errors may result in customer
dissatisfaction, harm to our reputation, and reduced demand for our products and solutions. If
our products or solutions contain defects or errors, our customers may experience issues with
their own systems or operations, which could result in lost revenue, increased expenses, and
damage to our reputation. Furthermore, our customers may choose to switch to our
competitors’ products or solutions, which could negatively impact our market share and
financial performance. In addition, fixing defects or errors in our products or solutions may
require significant resources, which could impact our financial performance and ability to
deliver new products or solutions in a timely manner. Therefore, defects or errors in our
products or solutions will decrease or diminish demand for our products or solutions and harm
our business and results of operations.
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We may be unable to obtain, maintain and protect our intellectual property rights and
proprietary information or prevent third parties from any unauthorized use of our
technologies.
Our trade secrets, trademarks, copyrights, patents, and other intellectual property rights
are critical to our success. We rely on, and expect to continue to rely on, confidentiality
agreements, noncompete agreements and other contractual arrangements with our employees
and third parties, as well as a combination of patent, trademark, copyright, domain name, trade
secrets and other proprietary rights protection laws to protect our intellectual properties.
However, events beyond our control may pose threats to our intellectual property rights and the
integrity of our products and brand. Effective protection of our trademarks, copyrights, domain
names, patent rights, and other intellectual property rights is expensive and challenging. While
we have taken measures to protect our intellectual property rights, including implementing a
set of comprehensive internal policies to establish robust management over our intellectual
property rights, and deploying a special team to guide, manage, supervise and monitor our
daily work regarding intellectual property rights, we cannot assure you that such efforts are
adequate to guard against any potential infringement and misappropriation. In addition, our
intellectual property rights may be declared invalid or unenforceable if being challenged in the
courts or before the related government intellectual property authorities.
To protect our unpatented proprietary information and technology, such as trade secrets,
we rely on our agreements with employees and third parties that contain restrictions on the use
and disclosure of such information or technology. For example, our employees and third parties
are required to keep confidential any unpatented proprietary information and technology during
the contract term and after the termination of the employment agreement. These agreements
may be inadequate or may be breached, either of which could potentially result in unauthorized
use or disclosure of our trade secrets and other proprietary information to third parties,
including our competitors. As a result, we may lose our competitive advantages derived from
such intellectual property. Significant impairments on our intellectual property rights may
result in a material and adverse effect on our business.
We may be subject to intellectual property infringement claims, which may be expensive and
time-consuming to defend and may disrupt our business operations by diverting our
financial and management resources.
Our competitors and other third parties may, with or without merit, bring legal claims
against us for infringing on their patents, copyrights, trademarks or other intellectual property
rights. The intellectual property laws, which cover the validity, enforceability and scope of
protection of intellectual property rights, are evolving, and litigation is an increasingly popular
means to resolve commercial disputes. Given the foregoing and the increasing competition in
the market, we are exposed to heightened litigation risks. Any intellectual property lawsuits
against us, whether successful or not, may harm our brand and reputation. During the Track
Record Period, we were not subject to any intellectual property infringement claims that may
have a material adverse impact on our business.
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Sometimes defending intellectual property claims may be costly and may impose a
significant burden on our management and resources. Further, we may not be able to
successfully defend against all legal claims, and thus we may need to pay damages or be forced
to cease using certain technologies or content that is critical to our products and solutions. Any
consequential liabilities, expenses or any changes to our products or services that we have to
make to limit future liabilities, may have a material adverse effect on our business, results of
operations, and prospects.
Our use of open-source technology could impose limitations on our business operation.
We use open-source technology in some of our platform and expect to continue to use
open-source software in the future. Although we monitor our use of open-source technology to
avoid subjecting our products to conditions we do not intend to be bound, we may face
allegations from others alleging ownership of, or seeking to enforce the terms of, an
open-source license, including by demanding release of the open-source technology, derivative
works, or our proprietary source code that was developed using such technology. These
allegations could also result in litigation. The terms of many open source licenses may be
subject to further interpretation by courts. There is a risk that these licenses could be construed
in a way that imposes unanticipated conditions or restrictions on our ability to commercialize
our products. In such an event, we may be required to seek licenses from third parties to
continue commercially offering our products, to make our proprietary code generally available
in source code form, to re-engineer our products or to discontinue the sale of our products if
re-engineering could not be accomplished on a timely basis, any of which could adversely
affect our business and revenue.
The use of open-source technology subjects us to a number of other risks and challenges.
Open-source technology is subject to further development or modification by anyone. Others
may develop such technology to compete with us, or render such software no longer useful. It
is also possible for competitors to develop their own products and solutions using open-source
technology, potentially reducing the demand for our products and solutions. If we are unable
to successfully address these challenges, our business and operating results may be adversely
affected, and our development costs may increase.
We may be involved in disputes arising from our operations, and the resulting customer
complaints and legal proceeds against us may harm our reputation, which could adversely
affect our business, prospects, results of operations and financial condition.
As a provider of SaaS products, we may face disputes with customers, suppliers, partners,
or other third parties. These disputes may arise from issues related to our products, services,
intellectual property rights, contracts, or other matters, and may lead to legal proceedings or
arbitration. We may not be able to successfully defend against such legal claims at all times.
Sometimes disputes or legal proceedings against us may be time-consuming, costly, and may
harm our reputation. Even if we are ultimately successful in defending against such disputes
or legal proceedings, they may distract management, disrupt our operations, and result in
negative publicity, which may adversely affect our business and financial performance.
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Moreover, customer complaints or negative reviews may harm our reputation and lead to
reduced demand for our product. We may also face reputational harm from incidents of data
breaches, cyberattacks, or other security breaches that may compromise the confidentiality,
integrity, or availability of customer data. If we are unable to effectively manage these risks,
our business and financial performance may be materially and adversely affected.
Further developments in laws and regulations related to the e-commerce and/or cloud
services industry may affect the demand for our services and have an impact on our business.
The future success of our business depends upon the continued popularity of e-commerce
and related cloud services, which are partially attributable to the favorable laws, regulations
and policies that promote these industries. Further developments in these laws or regulations
may affect the value of our products and services and/or require us to modify our products in
order to comply with these developments. For example, we receive merchants’ authorization
fees from certain e-commerce platforms (after deducting applicable technology support fees by
the e-commerce platforms) and subsequent refund of such amount to merchants (the “ Relevant
Arrangement ”). For details, see “Business—Our Offerings—E-Commerce SaaS ERP
Products—Relationship with E-commerce Platforms.” As advised by our PRC Legal Advisor,
the Relevant Arrangement is in compliance with applicable PRC laws and regulations in all
material respects. However, if the Relevant Arrangement is deemed unlawful due to future
changes in laws and regulations, our current business model and business relationship with
e-commerce platforms and customers may be affected. As a result, we may need to devote
additional resources to change our business model and arrangements to ensure compliance. In
addition, relevant taxes, fees or other charges may be imposed for accessing the internet,
e-commerce and or cloud services. These factors may affect the e-commerce, related cloud
services or even internet communications industry in general and the demand for our products
and services.
Negative publicity and allegations involving us, our shareholders, Directors, officers,
employees, associates and business partners may affect our reputation and, as a result, our
business, prospects, results of operations and financial condition may be negatively affected.
We, our shareholders, Directors, officers, employees, associates and business partners
may be subject to negative media coverage and publicity from time to time. Such negative
coverage in the media and publicity could change the market perception that we are a
trustworthy service provider. In addition, to the extent our employees and business partners
were noncompliant with any laws or regulations, we may also suffer negative publicity or harm
to our reputation. As a result, we may be required to spend significant time and incur
substantial costs in response to allegations and negative publicity, and may not be able to
diffuse them to the satisfaction of our investors and customers.
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We are dependent on the continued services of our senior management and other key
employees, the loss of any of whom could adversely affect our business, prospects, results of
operations and financial condition.
Our future performance depends on the continued services and contributions of our senior
management to oversee and execute our business plans and identify and pursue new
opportunities and product innovations. Any loss of service of our senior management or other
key employees can significantly delay or prevent us from achieving our strategic business
objectives, and adversely affect our business, financial condition and operating results. From
time to time, there may be changes in our senior management team, resulting from the hiring
or departure of executives, which could also disrupt our business. Hiring suitable replacements
and integrating them into our existing teams also requires a significant amount of time, training
and resources, and may impact our existing corporate culture.
If we are unable to attract, retain and motivate qualified personnel, our growth and
prospects may be adversely affected.
Our future success depends, in part, on our ability to continue to attract and retain highly
skilled personnel specializing in research and development, product development, and sales
and marketing, particularly with experience in the e-commerce market. In order to enhance the
stability of our team, we are devoted to building a nurturing corporate culture and have offered
various incentives and trainings to our highly skilled personnel. Nevertheless, we cannot assure
you that we can attract or retain qualified personnel. The inability to do so or delays in hiring
required personnel may cause significant harm to our business, financial condition and
operating results. If we lose the services of any member of management or key personnel, we
may not be able to locate suitable or qualified replacements, and may incur additional expenses
to recruit and train new staff, which could severely disrupt our business and growth, thereby
materially and adversely affecting our business, financial condition, results of operations and
prospects.
Meanwhile, the size and scope of our business may require us to hire and retain a wide
range of personnel with different portfolios of experiences, expertise and personal traits.
Competition for talent and qualified personnel in our industry is intense, and the availability
of suitable and qualified candidates is limited. Competition for these individuals could cause
us to offer higher compensation and other benefits to attract and retain them. In addition, even
if we were to offer higher compensation and other benefits, we cannot assure you that these
individuals would choose to join or continue working for us. If we fail to attract and retain
personnel with suitable managerial or other expertise, or to maintain an adequate labor force
on a continuous and sustained basis, our financial position and results of operations could be
materially and adversely affected.
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We have granted share-based awards in the past under our share incentive plan and may
continue to grant share-based awards in the future, which may cause shareholding dilution
to our existing shareholders and result in increased share-based payments for employees and
have an adverse effect on our financial performance.
We have adopted the Pre-IPO Share Option Scheme and issued 311,780 Shares (which
will be adjusted proportionally to 31,178,000 Shares immediately following the Capitalization
Issue) underlying the Share Options which have been granted to specific participants to the
ESOP Trustee appointed to administer the Pre-IPO Share Option Scheme prior to the Listing.
See “History, Reorganization and Corporate Structure—Issue of Shares for Employee
Incentive.”
We believe the share-based compensation is of significant importance to our ability to
attract and retain key personnel and employees, and we may continue to grant share-based
compensation awards in the future. As a result, our expenses associated with share-based
compensation may increase, which may have a material and adverse effect on our financial
performance. Our ability to attract or retain highly skilled employees may be adversely affected
by declines in the perceived value of our equity or equity awards. Furthermore, there are no
assurances that the number of shares reserved for issuance under our share incentive plans will
be sufficient to grant equity awards adequate to recruit new employees and to compensate
existing employees. In case we decide to reserve and issue additional shares under our share
incentive plans, your interests in our Company will be further diluted by such issuance.
Any discontinuation, reduction or delay of any government grants, tax refund, or
preferential tax treatments would have a material and adverse impact on our business,
prospects, results of operations and financial condition.
We received government grants of RMB13.8 million, RMB24.6 million, RMB14.1
million, RMB2.4 million and RMB2.0 million in 2022, 2023, 2024 and the six months ended
June 30, 2024 and 2025, respectively. In addition, we have benefited from preferential tax
treatments from the PRC government during the Track Record Period. For example, some of
our subsidiaries qualified as high and new technology enterprises and accordingly were entitled
to a preferential income tax rate of 15%. Certain subsidiaries of ours in the PRC were qualified
as “Small Low-Profit Enterprise”. “Small Low-Profit Enterprise” was entitled to a preferential
income tax rate that was calculated in accordance with the two-tiered profits tax rates regime.
From January 1, 2021 to December 31, 2022, the first RMB1 million of the taxable income of
qualified entities are taxed at 2.5%, and the taxable income above RMB1 million and less than
RMB3 million are taxed at 10%. Thus the subsidiaries were subject to a preferential income
tax rate of 5% or 10% in 2020 and 2.5% or 10% in 2021 and 2022. From January 1, 2023 to
December 31, 2027, Small Low-Profit Enterprise with taxable income less than RMB 3.0
million are taxed at 5%. See Note 12 to the Accountant’s Report included in Appendix I to this
Prospectus for more details. We cannot assure you that we will continue to receive government
grants at the same level or at all, or that we will continue to enjoy the current preferential tax
treatments, in which case our business, financial condition and result of operations may be
materially and adversely affected.
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We utilize regional sales agents to market and promote our products and solutions. If we are
unable to develop and maintain successful relationships with our regional sales agents, our
business, prospects, results of operations and financial condition could be adversely affected.
To date, we have utilized our regional sales agents to market and sell our SaaS products
in Fujian province and Jinhua city in Zhejiang province. As of June 30, 2025, we had two sales
agents for SaaS products. Our revenue generated from customers reached by the sales agents
accounted for approximately 18.8%, 17.7%, 18.1%, 18.0% and 17.7% of our total revenue in
2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, respectively. We believe
it is important to identify, develop, and maintain stable relationships with our sales agents in
order to drive our revenue growth. Our agreements with our existing sales agents for SaaS
products are exclusive, meaning our sales agents are contractually prohibited from serving any
businesses similar to ours in the respective regions they are engaged for.
While we intend to continue dedicating resources to identifying, developing and
maintaining stable relationships with our sales agents, we cannot assure you that our existing
or prospective sales agents will strictly comply with the exclusivity or other terms of our
agreements with them. They may also cease marketing our products with limited or no notice.
If we fail to identify additional sales agents in a timely and cost-effective manner, or at all, or
we are not able to independently market our SaaS products and related services in the local
communities of the regions where we engage the sales agents, our business, results of
operations, and financial condition could be adversely affected.
Additionally, if our sales agents do not effectively market and sell our products and
solutions, or fail to meet the needs of our customers, our reputation among prospective and
existing customers and ability to grow our business may also be adversely affected.
Our risk management and internal control systems may not be adequate or effective in all
respects, which may materially and adversely affect our business, prospects, results of
operations and financial condition.
We seek to establish risk management and internal control systems consisting of an
organizational framework, policies, procedures and risk management methods that are
appropriate for our business operations, and seek to continue to improve these systems. For
further information, see “Business—Risk Management and Internal Control.” Our risk
management and internal controls depend on their effective implementation by our employees.
Due to the significant size of our operations, we cannot assure you that such implementation
will not involve any human errors or mistakes, which may materially and adversely affect our
business and results of operations. As we are likely to offer a broader and more diverse range
of services and solutions in the future, the diversification of our service offerings will require
us to continue to enhance our risk management capabilities. If we fail to timely adapt our risk
management policies and procedures to our changing business, our business, results of
operations and financial condition could be materially and adversely affected.
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Our strategic investments or acquisitions may fail and may result in a material and adverse
impact on our business, prospects, results of operations and financial condition.
As part of our business strategy, we have pursued, and intend to continue to pursue,
selective strategic investments and acquisitions of businesses and assets that complement our
existing business and help us execute our growth strategies.
We intend to make other strategic investments and acquisitions in the future if suitable
opportunities arise. Investments and acquisitions involve uncertainties and risks, including, but
not limited to:
 failure to achieve the intended objectives, benefits or revenue-enhancing
opportunities;
 nonoccurrence of anticipated or speculative transactions and any resulting negative
impact;
 costs and difficulties of integrating acquired businesses and managing a larger
business;
 in the case of investments where we do not obtain management and operational
control, lack of influence over the controlling partner or shareholder, which may
prevent us from achieving our strategic goals in the investments;
 possible unsatisfactory operational or financial performance, including financial
loss, or fraudulent activities of a target business;
 possible loss of key employees of a target business;
 potential claims or litigation regarding our board’s exercise of its duty of care and
other duties required under applicable law in connection with any of our significant
acquisitions or investments approved by the board;
 diversion of resources and management attention;
 regulatory requirements and compliance risks, including the anti-monopoly and
competition laws, rules and regulations of China and other jurisdictions and the
enhanced compliance requirement for outbound acquisitions and investment under
the laws and regulations of China; and
 in the case of acquisitions of businesses or assets outside of China, the need to
integrate operations across different business cultures and languages and to address
the particular economic, currency, political, and regulatory risks associated with
specific countries and regions.
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Any failure to address these risks successfully may have a material and adverse effect on
our financial condition and results of operations. Investments and acquisitions may require a
significant amount of capital, which would decrease the amount of cash available for working
capital or capital expenditures. In addition, if we use our equity securities to pay for
investments and acquisitions, we may dilute the value of our securities. If we borrow funds to
finance investments and acquisitions, such debt instruments may contain restrictive covenants
that could, among other things, restrict us from distributing dividends. Moreover, acquisitions
may also generate significant amortization expenses related to intangible assets. We are
required to test our goodwill for impairment annually or more frequently if events or changes
in circumstances indicate that they may be impaired. We may also incur significant impairment
charges to earnings for investments and acquired businesses and assets. Moreover, there can be
no assurance that our investments will bring the anticipated strategic benefits to us.
We may be subject to credit risks on our trade and other receivables.
As of December 31, 2022, 2023, 2024 and June 30, 2025, we recorded trade and other
receivables of RMB102.5 million, RMB98.9 million, RMB190.4 million and RMB237.9 million,
respectively. Our trade receivables represent the amounts due from our customers for the products
sold or services performed in our ordinary course of business. Our other receivables consist
primarily of receivables due from e-commerce platforms. We may not be able to collect all such
trade receivables due to a variety of factors that are beyond our control. For example, if any of our
customers experience financial difficulties in settling the trade receivables, our corresponding trade
receivables recoverability might be adversely affected. We may be subject to credit risks on our
trade and other receivables if the actual recoverability of trade and other receivables is lower
than the expected level, which could adversely affect our cash flow and our ability to meet our
working capital requirements, thereby adversely affecting our business, financial condition and
results of operations.
We are exposed to changes in the fair value of certain financial assets, especially with
respect to fair value measurements that involve the use of unobservable inputs.
Our results of operations are affected by changes in the fair value of our financial assets.
Specifically, as of December 31, 2022, 2023, 2024 and June 30, 2025, (i) our financial assets
at fair value through profit or loss were RMB219.5 million, RMB131.8 million, RMB121.0
million and RMB123.0 million, respectively, and (ii) our financial assets at fair value through
other comprehensive income were RMB170.0 million, nil, nil and RMB101.0 million,
respectively. For financial reporting purposes, fair value measurements of these financial assets
are categorized into level 1, 2 or 3, based on, among other things, the observability and
significance of the inputs used in the valuation technique. The fair value of financial assets
classified in levels 1 and 2 is determined based on observable inputs, while the determination
of the fair value of level 3 financial assets and liabilities is based on valuation techniques and
various assumptions of inputs that are unobservable which inherently involve a certain degree
of uncertainty. See Note 3.3 to the Accountant’s Report included in Appendix I to this
prospectus for more information.
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A range of factors, many of which are beyond our control, may influence and cause
adverse changes to the estimates we use and thereby affect the fair value of these assets. These
factors include, but are not limited to, general economic conditions, changes in market interest
rates and stability of the capital markets. Any of these factors, as well as others, could cause
our estimates to vary from actual results and cause the fair value of our financial assets to
fluctuate substantially, which may in turn have a material adverse effect on our financial
position and results of operations.
We are exposed to changes in the fair value of certain financial liabilities, especially with
respect to fair value measurements that involve the use of unobservable inputs.
Our results of operations are affected by changes in the fair value of our financial
liabilities. Specifically, as of December 31, 2022, 2023, 2024 and June 30, 2025, (i) our
financial liabilities to investors amounted to RMB1,200.7 million, nil, nil and nil, respectively,
and (ii) our convertible redeemable preferred shares were nil, RMB3,127.9 million,
RMB3,143.9 million and RMB2,675.3 million, respectively. The fair value of financial
liabilities classified in levels 1 and 2 is determined based on observable inputs, while the
determination of the fair value of level 3 financial liabilities is based on valuation techniques
and various assumptions of inputs that are unobservable which inherently involve a certain
degree of uncertainty. See Note 3.3 to the Accountant’s Report included in Appendix I to this
prospectus for more information. A range of factors, many of which are beyond our control,
may influence and cause adverse changes to the estimates we use and thereby affect the fair
value of these assets and liabilities, which may in turn affect on our financial position and
results of operations.
We may face risk regarding investment in associates, our results of operations might be
affected by the share of results of associates and related liquidity risk if no dividend is
declared by those associates.
We recorded investments accounted for using equity method of RMB117.8 million,
RMB99.5 million, RMB84.9 million and RMB53.2 million as of December 31, 2022, 2023,
2024 and June 30, 2025, respectively. However, our investment in associates may not guarantee
a share of profits, and any loss incurred by such associate shall be apportioned among our
Group and other shareholders of the associate. If the associate does not perform as expected
or does not generate sufficient revenue in any financial year, our return of investment in
associates, financial performance and financial position, could be materially and adversely
affected.
There can be no assurance that our investment in associates will achieve the results
intended and we may be subject to liquidity risk. Our investments in an associate are not as
liquid as other investment products as there is no cash flow until dividends are received even
if such associate reported profits under the equity accounting. Furthermore, the possibility to
promptly sell one or more of our interests in the associate in response to changing economic,
financial and investment conditions is uncertain. The market is affected by various factors,
such as general economic conditions, availability of financing, interest rates and supply and
RISK FACTORS
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demand, many of which are beyond our control. We cannot predict whether we will be able to
sell any of our interests in such associate for the price or on the terms set by us, or whether
any price or other terms offered by a prospective purchaser would be acceptable to us.
Therefore, the illiquidity nature of our investment in associates may significantly limit our
ability to respond to adverse changes in the performance of such associate. In addition, if there
is no share of results or dividends from the associate, we will also be subjected to liquidity risk
and our financial condition or result or operations could be materially affected.
Going forward, from time to time, we may evaluate various investment opportunities,
including investment in other associates or joint ventures in relation to associates. Any future
investment in associates may entail numerous risks, such as increased cash requirements and
additional indebtedness or contingent or unforeseen liabilities.
If we cannot fulfill our obligations in respect of contract liabilities, the amount of fee
collecting from customers and our liquidity position may be adversely impacted.
As of December 31, 2022, 2023, 2024 and June 30, 2025, we had contract liabilities of
RMB1,286.1 million, RMB1,604.5 million, RMB1,955.0 million and RMB2,107.6 million,
respectively. Our contract liabilities mainly arise from the advance payments made by
customers while the underlying services are yet to be provided. If we cannot fulfill our
obligations under these contracts, the amount of contract liabilities will not be recognized as
revenue, and we may have to return the advance payment made by our customers. In addition,
failing to fulfill our contractual obligations could put us in breach of contract with customers.
As a result, we may be required to reimburse or compensate customers for their losses and our
agreements could be terminated. Any such breach could also damage our reputation. As a
result, our results of operations, liquidity and financial position may be materially and
adversely affected.
We may not have sufficient insurance coverage to cover our potential liability or loss, and
our business, financial conditions, results of operations and prospects may be materially and
adversely affected should any such liability or loss arise.
We face various risks in connection with our business, and may lack adequate insurance
coverage or have no relevant insurance coverage. As of the Latest Practicable Date, we had not
obtained any business liability or disruption insurance to cover our operations. We have
determined that the costs of insuring against these risks, and the difficulties associated with
acquiring such insurances on commercially reasonable terms render these insurances
impractical for our business. However, any uninsured business disruptions may result in our
incurring substantial costs and the diversion of resources, which could have an adverse effect
on our business and results of operations.
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Legal defects regarding some of our leased properties may affect our interests in the leased
properties. Challenges to our interests in the leased properties could significantly disrupt our
business and may adversely affect our business, financial condition and results of
operations.
As of the Latest Practicable Date, certain of our leased properties from third parties had
title defects, including four leased properties for which the relevant lessors had not provided
us with valid title certificates or relevant authorization documents evidencing the right to lease
the property to us. Such leased properties are used as our offices or staff accommodations, our
major fixed assets are not located in such leased properties. As a result, the lease may not be
valid, and we may not be able to continue to use such property if the lessor’s right to lease
such property is challenged by any third party or government authorities. See
“Business—Properties”. Further, we cannot assure you that we are able to renew our lease on
commercially acceptable terms upon expiry, or at all. If the title of any of our leased properties
is controversial or the validity of the relevant lease is challenged by any third party or
government authorities, or if we fail to renew our lease upon expiry, we may be compelled to
relocate from the affected premises. Such relocation may result in additional expenses or
business interruption, which could, in turn, have an adverse effect on our business, financial
condition and results of operations.
Some leasing agreements of our leased properties have not been registered as required by
applicable PRC laws and regulations. We may be subject to penalties should we fail to
register these lease agreements upon request by the relevant authorities.
As of the Latest Practicable Date, 69 of our leased properties had not been registered with
the relevant PRC government authorities. We have attempted to register such lease agreements,
the unregistration was primarily due to the lack of cooperation from our lessors in registering
the relevant lease agreements. Pursuant to the relevant PRC laws and regulations, failure to
register such lease agreements with relevant PRC government authorities does not affect the
effectiveness of the lease agreements. While the relevant PRC government authorities may
order us to register the lease agreements within a prescribed time limit, if we fail to do so
within the prescribed time limit, the relevant PRC government authorities may further subject
us to a fine ranging from RMB1,000 to RMB10,000 for each lease agreement. See
“Business—Properties”.
RISK FACTORS
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We may not be able to obtain the required licenses, permits and approvals to operate our
business at all times.
Our failure to obtain requisite approvals, licenses or permits applicable to our business or
further amendments or developments in government policies or regulations may have a
material and adverse impact on our business, financial condition and operational results.
The government authorities may pass new regulations or new interpretations of existing
regulations regulating our business and we may expand into new business operations which
may require us to obtain additional licenses, permits or approvals so that we can continue to
operate our existing or future businesses, or if we fail to comply with such new requirements,
our operation of the types of businesses to which the new requirements apply may be
prohibited. In this instance, such new regulations or new interpretations of existing regulations
may increase our costs of doing business and prevent us from efficiently delivering services
and expose us to potential penalties and fines. If any of our entities are deemed by
governmental authorities to be operating without appropriate permits and licenses or outside of
their authorized scopes of business or otherwise fail to comply with relevant laws and
regulations, we may be subject to penalties and our business, financial condition, and results
of operation may be materially and adversely affected.
We face risks related to natural disasters, health epidemics and other outbreaks of
contagious diseases, which could significantly disrupt our operations.
Our business could be adversely affected by natural disasters or outbreaks of epidemics.
These natural disasters, outbreaks of contagious diseases and other adverse public health
developments in any market where we operate could severely disrupt our business operations
by damaging our network infrastructure or information technology system or impacting the
productivity of our workforce, which may adversely affect our financial condition and results
of operations. For example, our and our customers’ business operations were adversely affected
by the COVID-19 outbreak. In 2022, the operation of many participators in the e-commerce
platform and the logistic network was affected, and the transaction volume of the e-commerce
industry shrunk due to the declined consumer demands. Accordingly, e-commerce merchants
decreased their IT budget amidst the challenging economic environment, which in turn
negatively affected our growth in 2022. As a result, we experienced a slowdown in total SaaS
billings with a year-on-year increase rate of 3.4% from 2021 to 2022, as compared to a CAGR
of 32.6% from 2022 to 2024.
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The current tensions in international trade and rising political tensions may adversely
impact our business, financial condition, and results of operations.
As a company operating in China and seeking to expand the footprint to the global
marketplace, we may be exposed to risks arising from geopolitical tensions and international
trade disputes. There have been heightened tensions in international economic relations. For
example, in 2025, the United States has imposed multiple rounds of tariffs on a wide range of
goods imported from multiple countries, including China, and China has responded with
retaliatory tariffs. These policies have adversely affected the global economy and financial
markets. As relevant policies are rapidly evolving, it may be difficult to evaluate their potential
future impacts. Geopolitical conflicts like this may also lead to volatility in financial markets,
fluctuations in currency exchange rates, disruptions in cross-border trades and increased
procurement costs. In extreme cases, such conflicts could result in economic downturns that
materially and adversely impact our operations. If any new tariffs, legislation and/or
regulations are implemented, or if existing trade agreements are renegotiated or, in particular,
if any government takes retaliatory trade actions due to the recent global trade tension, such
changes could have an adverse effect on the business, financial condition and results of
operations of us, our customers and our business partners. We may need to closely monitor and
assess these risks, and take appropriate measures to mitigate them, such as diversifying our
customer base, hedging our foreign exchange risk, and adapting our business strategies to
changing market conditions. However, there can be no assurance that we will be successful in
mitigating these risks, and any failure to do so could have a material adverse effect on our
business, financial condition, and results of operations.
On October 28, 2024, the U.S. Department of the Treasury issued a final rule on outbound
investment, or the Outbound Investment Rule, to implement the executive order of August 9,
2023, which became effective on January 2, 2025. The Outbound Investment Rule imposes
investment prohibition and notification requirements on U.S. persons for a wide range of
investments in entities associated with China (including Hong Kong and Macau), collectively
defined as “Covered Foreign Persons,” that are engaged in activities relating to three sectors:
(i) semiconductors and microelectronics, (ii) quantum information technologies, and (iii)
artificial intelligence systems. U.S. persons subject to the Outbound Investment Rule are
prohibited from making, or required to report, certain investments in Covered Foreign Persons,
which are defined as “covered transactions.” We believe we are not a “Covered Foreign
Person” as defined in the Outbound Investment Rule. However, if we were to be deemed a
Covered Foreign Person due to changes in our business operations or amendments to relevant
laws and regulations, our ability to raise capital and our stock price may be negatively affected.
RISK FACTORS
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We may be unable to obtain any additional capital required in a timely manner or on
acceptable terms, or at all. Moreover, our future capital needs may require us to sell
additional equity or debt securities that may dilute our shareholders’ shareholdings or
subject us to covenants that may restrict our operations or our ability to pay dividends.
To grow our business and remain competitive, we may require additional capital from
time to time for our daily operations. Our ability to obtain additional capital is subject to a
variety of uncertainties, including:
 our market position and competitiveness in the industry in which we operate;
 our future profitability, overall financial condition, results of operations and cash
flows;
 general market conditions for capital-raising activities by our competitors; and
 economic, political and other conditions in China and internationally.
We may be unable to obtain additional capital in a timely manner or on acceptable terms,
or at all. In addition, our future capital or other business needs could require us to issue
additional equity or debt securities, or to obtain additional credit facility. The issuance of
additional equity or equity-linked securities could dilute our shareholders’ shareholdings. Any
incurrence of indebtedness will also lead to increased debt service obligations, and could result
in operating and financing covenants that may restrict our operations or our ability to pay
dividends to our shareholders.
RISKS RELATING TO DOING BUSINESS IN REGIONS WHERE WE OPERATE
Failure to meet any requirement to obtain approval from the CSRC or other PRC
governmental authorities could delay the Global Offering, and any failure to obtain such
approval, if required, could materially and adversely affect our business, operating results,
and reputation, as well as the trading price of our Shares.
The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign
Investors (֛the “M&A Rules”), adopted by six PRC
regulatory agencies in 2006 and amended in 2009, purport to require offshore special purpose
vehicles that are controlled by PRC companies or individuals and that have been formed for
the purpose of seeking a public listing on an overseas stock exchange through acquisitions of
PRC domestic companies or assets to obtain CSRC approval prior to publicly listing their
securities on an overseas stock exchange. Whether the CSRC approval is required or how long
it will take for us to obtain such approval may be subject to further interpretation and
application of such regulations. Any failure to obtain or a delay in obtaining CSRC approval
for this Listing may subject us to sanctions imposed by the CSRC and other PRC regulatory
authorities, which could include fines and penalties on our operations in China, restrictions or
limitations on our ability to pay dividends outside of China, and other forms of sanctions that
may materially and adversely affect our business, financial condition, and results of operations.
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Our PRC Legal Advisor has advised us that, based on its understanding of the current
PRC laws and regulations, we will not be required to submit an application to the CSRC for
the approval under the M&A Rules for the Listing because (i) the CSRC currently has not
issued any definitive rule or interpretation concerning whether offerings and listings like this
Listing are subject to the M&A Rules; and (ii) our wholly-owned PRC subsidiaries were
established by means of direct investment and not through a merger or acquisition of a “PRC
domestic company” owned by PRC companies or individuals as defined under the M&A Rules.
However, the M&A Rules may be subject to further interpretation and implementation,
our PRC Legal Advisor has further advised us that its opinions summarized above are subject
to any new laws, rules and regulations or detailed implementations and interpretations in any
form relating to the M&A Rules. We cannot assure you that relevant PRC governmental
authorities, including the CSRC, would reach the same conclusion as our PRC Legal Advisor,
and hence, we may face regulatory actions or other sanctions from them.
Furthermore, according to the Cybersecurity Review Measures ()
(the “Review Measures”), in the following cases, applications for cybersecurity review shall be
submitted to the Cybersecurity Review Office (܃i) if a critical
information infrastructure operator (“CIIO”) purchases network products and services, it shall
anticipate the potential national security risks that may arise from the use of such products and
services. Those that affect or may affect national security shall be reported to the Cybersecurity
Review Office for cybersecurity review; and (ii) an internet platform operator holding more
than 1 million users’ personal information must apply to the Cybersecurity Review Office for
cybersecurity review when seeking to be listed in a foreign country.
Moreover, the relevant PRC governmental authorities may initiate cybersecurity review
if they determine certain network products, services, or data processing activities affect or may
affect national security. On September 24, 2024, the State Council promulgated the Regulations
on the Administration of Cyber Data Security ( ၣഖᅰኽτΌ၍ଣૢԷ) (the “Data
Security Regulations”), which is applicable to network data processing activities and the
security supervision and administration thereof conducted within the territory of the PRC and
took effect on January 1, 2025. The Data Security Regulations stipulate that data processors
engaging in data processing activities that affect or may affect national security shall be subject
to cybersecurity review in accordance with relevant laws and regulations.
Our PRC Legal Advisor conducted consultation via the hotline published by the
Cyberspace Administration of China (the “CAC”) on a named basis on behalf of us on May 8,
2023 with the staff of the China Cybersecurity Review Technology and Certification Center ( ʕ
ҦஔၾႩᗇʕː) (the “CCRC”, which is currently known as China
Cybersecurity Review, Certification and Market Regulation Big Data Center ( ʕ਷ၣഖτΌᄲ
Ⴉᗇձ̹ఙ္၍ɽᅰኽʕː)). The CCRC is a competent authority on this consultation, as it
is entrusted with acceptance and review of application materials by the Cybersecurity Review
Office under the CAC and to set up a hotline for consultation regarding the cybersecurity
review, according to the official announcement by the CAC. Based on such consultation, the
enterprises seeking listing in Hong Kong are not required to take the initiative to apply for a
cybersecurity review, as Hong Kong is a part of the PRC and does not belong to the “foreign
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country” as stipulated in the Review Measures. However, the Review Measures and the Data
Security Regulations are subject to further interpretation, application and enforcement. We will
closely monitor the legislative process and seek guidance from relevant regulatory authorities
in a timely manner to ensure our compliance with relevant laws and regulations applicable to
us.
We may be subject to the approval, filing or other requirements of the CSRC or other PRC
governmental authorities with respect to the Offering and Listing.
On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of the
Overseas Securities Offering and Listing by Domestic Companies ( ྤʫΆุྤ̮೯БᗇՎձɪ
جthe “Trial Measures”) and five supporting guidelines, which took effect on
March 31, 2023. According to the Trial Measures, PRC domestic companies that seek to offer
and list securities overseas, directly or indirectly, should fulfill the filing procedure and report
relevant information to the CSRC. The Trial Measures provide that if the issuer both meets 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 the
issuer’s operating revenue, total profit, total assets or net assets as documented in its audited
consolidated financial statements for the most recent fiscal year is accounted for by PRC
domestic companies; and (ii) the main parts of the issuer’s business activities are conducted in
mainland China, or its main places of operations are located in mainland China, or the senior
managers in charge of its operation and management are mostly Chinese citizens or domiciled
in the PRC. Where an issuer submits an application for initial public offering to competent
overseas regulators, such issuer must file with the CSRC within three business days after such
application is submitted.
On February 24, 2023, the CSRC and other relevant government authorities promulgated
the Provisions on Strengthening the Confidentiality and Archives Administration of Overseas
Securities Issuance and Listing by Domestic Enterprises (̋੶ྤʫΆุྤ̮೯БᗇՎձɪ
֛the “Provision on Confidentiality”), which took effect on
March 31, 2023. Pursuant to the Provision on Confidentiality, where a domestic enterprise
provides or publicly discloses to the relevant securities companies, securities service
institutions, overseas regulatory authorities and other entities and individuals, or provides or
publicly discloses through its overseas listing subjects, documents and materials involving
state secrets and working secrets of state organs, it shall report the same to the competent
department with the examination and approval authority for approval in accordance with the
law, and submit the same to the secrecy administration department of the same level for filing.
Domestic enterprises providing accounting archives or copies thereof to entities and
individuals concerned such as securities companies, securities service institutions and overseas
regulatory authorities shall perform the corresponding procedures pursuant to the relevant
provisions of the State. Moreover, working papers produced in the Chinese mainland by
securities companies and securities service providers in the process of undertaking businesses
related to overseas offering and listing by domestic companies shall be retained in the Chinese
mainland.
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However, the Trial Measures and Provision on Confidentiality may be subject to further
interpretation, application and enforcement. In addition, if we fail to complete the filing
procedure or conceal any material fact or falsify any major content in our filing documents, we
may be subject to administrative penalties, such as an order to rectify, warnings, fines, and
shareholders, actual controllers, the person directly in charge and other directly liable persons
may also be subject to administrative penalties, such as warnings and fines.
Changes and developments in the economic, political and social conditions, as well as
government policies, could have a material effect on our business and prospects.
Our business, financial condition, results of operations and prospects are subject to
economic, political, and legal developments in the region where we operate. In particular,
factors such as consumer, corporate and government spending, business investment, level of
economic development, and resource allocation could affect the growth of our business. The
PRC government plays an important role in regulating industry development by imposing
industry policies. For example, our financial condition and results of operations may be
affected by government policies on the internet service industry or tax regulations applicable
to us. Furthermore, the overall economic growth of China is affected by various factors, such
as international, national, regional and local economic conditions, consumer demand,
governmental regulations and policies, among others. According to CIC, China’s economy is
transitioning from a period of rapid growth to long-term stable growth. Substantially all of our
revenue was derived from our businesses in the PRC during the Track Record Period. The
developments in the business environment in China may materially affect our business.
The relevant laws and regulations may be subject to further interpretation and enforcement,
which may affect the legal protections available to our business and our shareholders.
Our subsidiaries are subject to various laws and regulations generally applicable to
companies in China. The PRC legal system is a civil law system based on written statutes. As
other civil law countries, there is a limited volume of published court decisions, which may be
cited for reference but are not binding on subsequent cases and have limited precedential value
unless the Supreme People’s Court otherwise provides. However, since some of these laws and
regulations are relatively new, the relevant laws, regulations and rules may be subject to further
interpretation and enforcement, which may materially affect our business and our ability to
continue our operations, and may further affect the legal remedies and protections available to
investors, which may, in turn, affect the value of your investment.
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The laws and regulations concerning the internet information industry are developing and
evolving. Although we have taken measures to comply with the laws and regulations that are
applicable to our business operations, and to avoid conducting any noncompliant activities
under the applicable laws and regulations, the relevant government authorities may promulgate
new laws and regulations regulating the internet information industry in the future. As these
laws and regulations are continually evolving in response to changing economic and other
conditions, these laws and regulations may be subject to further interpretation and
enforcement. Changes in current laws or regulations, or the imposition of new laws and
regulations regarding our industries in our geographic markets may adversely affect our
industries and our financial condition and results of operations. In addition, we cannot assure
you that our practice would not be deemed to violate any new laws or regulations relating to
internet information service. Moreover, developments in the internet information industry may
lead to further legal or regulatory scrutiny on the industries where we operate in the future, or
in the interpretation and application of existing laws, regulations and policies that may affect
internet information platforms, which could materially affect our business and operations.
The M&A Rules and certain other PRC regulations establish certain procedures for some
acquisitions of Chinese companies by foreign investors, which may affect us to pursue
growth through acquisitions in China.
The M&A Rules and some other established regulations and rules concerning mergers and
acquisitions, set some procedures and requirements for merger and acquisition activities by
foreign investors, including requirements, in some instances, that the MOFCOM be notified in
advance of any change-of-control transaction in which a foreign investor takes control of a
PRC domestic enterprise. Moreover, the Anti-Monopoly Law requires that the SAMR shall be
notified in advance of any concentration of undertaking if certain thresholds are triggered. In
addition, the security review rules issued by the MOFCOM that became effective in September
2011 specify that mergers and acquisitions by foreign investors that raise “national defense and
security” concerns, and mergers and acquisitions through which foreign investors may acquire
de facto control over domestic enterprises that raise “national security” concerns, are subject
to strict review by the MOFCOM, and the rules prohibit any activities attempting to bypass a
security review. In the future, we may grow our business by acquiring complementary
businesses. Complying with the requirements of the above-mentioned regulations and other
relevant rules, and any required approval processes, including obtaining approval from the
MOFCOM or its local counterparts, to complete such transactions may take some time, which
may affect our ability to expand our business or maintain our market share.
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We may be classified as a “PRC resident enterprise” for PRC enterprise income tax purposes,
which could result in relevant 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 and its implementation rules, an enterprise established outside of the
PRC with a “de facto management body” within the PRC 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, productions,
personnel, accounts and properties of an enterprise. In April 2009, the STA issued a circular,
known as Circular 82, which provides certain specific criteria for determining whether the “de
facto management body” of a PRC-controlled enterprise that is incorporated offshore is located
in China. Although this circular only applies to offshore enterprises controlled by PRC
enterprises or PRC enterprise groups, not those that are not controlled by PRC enterprises or
PRC enterprise groups like us, the criteria set forth in the circular may reflect the STA’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 seals, and board
and shareholder resolutions are located or maintained in the PRC, and (iv) at least 50% of
voting board members or senior executives habitually reside in the PRC.
We currently take the position that we and our subsidiaries outside of China are not
regarded as a PRC resident enterprises. However, the tax-resident status of an enterprise is
subject to determination by the PRC tax authorities, and the term “de facto management body”
may be subject to further interpretation and implementation. As substantially all of our
management members are based in China, if the PRC tax authorities determine that our
Company, or any of our subsidiaries outside of China, is a PRC resident enterprise for PRC
enterprise income tax purposes, then our Company or such subsidiary could be subject to PRC
tax at a rate of 25% on its world-wide income, which could materially reduce our net income.
In addition, we will also be subject to PRC enterprise income tax reporting obligations.
Moreover, 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, and dividends we pay may be subject to PRC withholding tax, at
a rate of 10% in the case of non-PRC enterprises or 20% in the case of non-PRC individuals,
if such gains or dividends are deemed to be from PRC sources. Any PRC tax may be reduced
or exempted under applicable tax treaties or similar arrangements. However, whether non-PRC
shareholders of our company would be able to obtain 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 may be subject to further interpretation and implementation. Any such tax may
reduce the returns on your investment in our Shares.
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Fluctuations in exchange rates could result in foreign currency exchange loss.
The value of the currencies fluctuates, is subject to changes and depends, to a large extent,
on domestic and international economic and political developments, as well as supply and
demand in the local market. The markets and government policies may impact the exchange
rate in the future, which is beyond our control. We may be affected by future exchange rate
fluctuations and currency exchange regimes.
The proceeds from the Global Offering will be received in Hong Kong dollars. As a result,
any appreciation of the RMB against the Hong Kong dollar may result in a decrease in the
value of our proceeds from the Global Offering. Conversely, any depreciation of the RMB may
adversely affect the value of, and any dividends payable on, our Shares in a foreign currency.
In addition, there are limited instruments available for us to reduce our foreign currency risk
exposure at reasonable costs. Moreover, we are also currently required to comply with the laws,
regulations and procedures related to the currency exchange. All of these factors could
materially and adversely affect our business, financial condition, and results of operations and
prospects, and could reduce the value of, and dividends payable on, the Shares in foreign
currency terms.
Our foreign exchange transactions may be subject to the regulations on foreign currency
conversion, including dividend payments on our Shares.
We receive substantially all of our net revenue in RMB. Under our current corporate
structure, our Company in the Cayman Islands relies on dividend payments, from our PRC
subsidiaries, to fund any cash and financing requirements we may have. Under existing PRC
foreign exchange regulations, payments of current 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.
Therefore, our PRC subsidiaries are able to pay dividends in foreign currencies to us without
prior approval from SAFE by complying with certain procedures under PRC foreign exchange
regulation. However, approval from, or registration with, appropriate governmental authorities
is required where RMB is to be converted into foreign currency and remitted out of China to
pay capital expenses, such as the repayment of loans denominated in foreign currencies. If we
fail to comply with such laws, regulations and procedures, we may not be able to obtain
sufficient foreign currencies to satisfy our foreign currency demands, and we may not be able
to pay dividends in foreign currencies to our shareholders.
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Our using the proceeds of the Global Offering to make loans or additional capital
contributions to our PRC subsidiaries may be subject to the PRC regulation of loans to, and
direct investments in, PRC entities by offshore holding companies, which may materially
affect our liquidity and our ability to fund and expand our business.
According to the relevant PRC laws and regulations, any funds we transfer to our PRC
subsidiaries, either as a shareholder loan or as an increase in registered capital, are subject to
approval by, filing with, or registration with relevant governmental authorities in China and,
capital contributions to our PRC subsidiaries are subject to registration with SAMR or its local
branches in China. In addition, (i) any foreign loan procured by our PRC subsidiaries is
required to be registered with SAFE, or its local branches or designated banks, and (ii) each
of our PRC subsidiaries may not procure loans that exceed the difference between its registered
capital and its total investment amount or do not meet certain criteria relating to its net asset.
Any medium- or long-term loan to be provided by us to our PRC subsidiaries must be recorded
and registered by the National Development and Reform Committee and the SAFE or its local
branches or designated banks. We may not be able to complete such filing or registrations on
a timely basis, if at all, with respect to future capital contributions or foreign loans by us
directly to our PRC subsidiaries. If we fail to complete such filing or registration, our ability
to use the proceeds of this offering, and to capitalize our PRC operations, may be negatively
affected, which could adversely affect our liquidity and our ability to fund and expand our
business.
On March 30, 2015, the SAFE promulgated the Circular on Reforming the Management
Approach Regarding the Foreign Exchange Capital Settlement of Foreign-Invested Enterprises
(ٝor SAFE Circular 19. SAFE
Circular 19 took effect as of June 1, 2015. SAFE Circular 19 launched a nationwide reform of
the administration of the settlement of the foreign exchange capitals of foreign-invested
enterprises, which allows foreign-invested enterprises to settle their foreign exchange capital
at their discretion, but continues to prohibit foreign-invested enterprises from using the RMB
fund converted from their foreign exchange capitals for expenditures beyond their business
scopes. On June 9, 2016, the SAFE promulgated the Circular on Reforming and Standardizing
the Administrative Provisions on Capital Account Foreign Exchange (ձ஝ᇍ༟͉ධ
ٝor SAFE Circular 16. On December 4, 2023, the SAFE promulgated
the Notice of the State Administration of Foreign Exchange on Further Deepening Reform and
Promoting the Facilitation of Cross border Trade and Investment (ආɓӉ
ٝor SAFE Circular 28. SAFE Circular 19, SAFE
Circular 16 and SAFE Circular 28 continue to prohibit foreign-invested enterprises from,
among other things, using RMB funds converted from their foreign exchange capitals for
expenditure beyond their business scope. Such funds shall not be directly or indirectly used for
expenditures prohibited by national laws and regulations, investment in securities or other
investment and wealth management (except for wealth management products and structured
deposits with risk rating results not exceeding level 2), providing loans to non affiliated
enterprises (except for situations where the business scope is clearly permitted and 4 specific
areas are excluded) or purchasing residential properties for non self use (except for enterprises
engaged in real estate development and leasing operations). The implementation of such
circulars may affect our ability to transfer to, and use in, China the net proceeds from this
offering, which may affect our business, financial condition and results of operations.
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The indirect transfers of equity interests in our PRC resident enterprises through transfers
made by our Shareholders or our non-PRC holding companies may be subject to PRC tax
regulations.
On February 3, 2015, the STA promulgated the Public Announcement on Several Issues
Concerning Enterprise Income Tax for Indirect Transfer of Assets by Non-Resident Enterprises
(ʮѓ) (the “Circular 7”),
which provides comprehensive guidelines relating to, and has also heightened the Chinese tax
authorities’ scrutiny over, indirect transfers by a non-resident enterprise of assets (including
equity interests) of a Chinese resident enterprise (the “Chinese Taxable Assets”). For example,
Circular 7 states that where a non-resident enterprise transfers Chinese Taxable Assets
indirectly, by disposing of equity interests in an overseas holding company directly or
indirectly holding such Chinese Taxable Assets, and such transfer is deemed to be for the
purpose of avoiding EIT payment obligations, and without any other bona fide commercial
purpose, the transfer may be reclassified by the Chinese tax authorities as a direct transfer of
Chinese Taxable Assets. Circular 7 also introduced safe harbors for internal group
restructurings and the purchase and sale of equity interests through a public securities market.
On October 17, 2017, the STA promulgated the Announcement on Matters Concerning
Withholding and Payment of Income Tax of Non-Resident Enterprises from Source (೼ਕ
ʮѓ) (the “STA Circular 37”), which came
into force on December 1, 2017. STA Circular 37, among other things, simplifies the
procedures of withholding and payment of income tax levied on non-resident enterprises.
Although Circular 7 contains certain exemptions, whether any exemptions under Circular
7 will be applicable to the transfer of our Shares, such as purchasing our Shares in the open
market, and selling them in a private transaction, or vice versa, or to any future acquisition by
us outside of China involving Chinese Taxable Assets, or whether the Chinese tax authorities
classify such transactions by applying Circular 7 may be subject to further interpretation and
implementation. If the Chinese tax authorities deem any transfer of our Shares by those of our
Shareholders that are non-resident enterprises, or any future acquisitions by us outside of China
involving Chinese Taxable Assets, to be subject to the foregoing regulations, our Shareholders
or us may be subject to additional Chinese tax reporting obligations or tax liabilities. In
addition, if we fail to comply with Circular 7 and STA Circular 37, the Chinese tax authorities
may take action, including requesting us to provide assistance in their investigation, or may
impose a penalty on us, which could have a negative impact on our business operations.
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We may be subject to penalties, including affecting on our ability to inject capital into our
PRC subsidiaries, and on our PRC subsidiaries’ ability to distribute profits to us, if our PRC
resident shareholders or beneficial owners fail to comply with relevant PRC foreign
exchange regulations.
The SAFE has promulgated several regulations that require PRC residents and PRC
corporate entities to register with, and obtain approval from, local branches of the SAFE in
connection with their direct or indirect offshore investment activities. The Circular of the
SAFE on Foreign Exchange Administration of Overseas Investment, Financing and Round-trip
Investments Conducted by Domestic Residents through Special Purpose V ehicles (֢
ٝthe “SAFE Circular
37”), was promulgated by the SAFE in July 2014, requiring PRC residents or entities to register
with SAFE or its local branch in connection with their establishment or control of an offshore
entity established for the purpose of overseas investment or financing. These regulations apply
to our shareholders who are PRC residents, and may apply to any offshore acquisitions that we
make in the future.
Under these foreign exchange regulations, PRC residents who make, or have previously
made, prior to the implementation of these foreign exchange regulations, direct or indirect
investments in offshore companies, are required to register those investments. In addition, any
PRC resident who is a direct or indirect shareholder of an offshore company is required to
update the previously filed registration with the local branch of the SAFE, with respect to that
offshore company, to reflect any material change involving its round-trip investment, capital
variation, such as a change of PRC shareholders, the name of a company, terms of operation,
an increase or decrease in capital, transfer or swap of shares, merger or division. If any PRC
shareholder fails to make the required registration or to update the previously filed registration,
the PRC subsidiary of that offshore parent company may be restricted from distributing its
profits and the proceeds from any reduction in capital, share transfer or liquidation to its
offshore parent company, and the offshore parent company may also be restricted from
injecting additional capital into its PRC subsidiary. Moreover, failure to comply with the
various foreign exchange registration requirements described above could result in liability
under PRC laws for evasion of applicable foreign exchange restrictions, including (i) the
requirement by the SAFE to return the foreign exchange remitted overseas or into PRC within
a period of time specified by the SAFE, with a fine of up to 30% of the total amount of foreign
exchange remitted overseas or into PRC and deemed to have been evasive or illegal, and (ii)
in circumstances involving serious violations, a fine of no less than 30% of and up to the total
amount of remitted foreign exchange deemed evasive or illegal.
Pursuant to the Circular of the SAFE on Further Simplification and Improvement in
Foreign Exchange Administration on Direct Investment (ટҳ༟̮ි
ٝthe “SAFE Circular 13”), promulgated by SAFE on February 13, 2015, the
power to accept SAFE registration was delegated from local SAFE to local banks where the
assets or interests in the domestic entity are located.
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We are committed to complying with, and to ensuring that our Shareholders who are
subject to the regulations will comply with, the relevant SAFE rules and regulations. However,
the regulatory requirements of such registration may be subject to further interpretation and
implementation. In addition, we may not always be able to compel them to comply with SAFE
rules and regulations. Failure by any such Shareholders to comply with SAFE rules and
regulations could subject us to fines or legal sanctions, affect our investment activities in the
PRC and overseas, or our cross-border investment activities, limit our subsidiaries’ ability to
make distributions, pay dividends or make other payments to us, or affect our ownership
structure, which could adversely affect our business and prospects. As of the Latest Practicable
Date, our executive Directors who are PRC residents and indirectly hold shares in our
Company, namely Mr. Luo, Mr. He, Mr. Li and Mr. Wang, have completed their respective
registration under the SAFE Circular 13 and SAFE Circular 37. However, we may not be fully
informed of the identities of all our shareholders or beneficial owners who are PRC residents,
and we cannot assure you 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 under SAFE rules and regulations in a timely manner.
The foreign exchange regulations and other regulations concerning offshore or cross-
border transactions may be subject to further interpretation, amendments and implementation.
For example, we may be subject to further review and approval process with respect to our
foreign exchange activities, such as remittance of dividends and foreign currency-denominated
borrowings, which may adversely affect our results of operations and financial condition. In
addition, if we decide to acquire a PRC domestic company, we cannot assure you that we, or
the owners of such company, as the case may be, will be able to obtain the necessary approvals,
or complete the necessary filings and registrations, required by the foreign exchange
regulations. This may affect our ability to implement our acquisition strategy, and could
adversely affect our business and prospects.
Failure to comply with PRC regulations regarding the registration requirements for
employee share ownership plans or share option plans may subject the PRC plan participants
or us to fines and other legal or administrative sanctions.
In February 2012, SAFE promulgated the Notices on Issues Concerning the Foreign
Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of
Overseas Publicly Listed Company (ᛆዧ
). Pursuant to these 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 through a domestic qualified agent, which could be the PRC
subsidiaries of such overseas-listed company, and complete certain other procedures. In
addition, an overseas-entrusted institution must be retained to handle matters in connection
with the exercise or sale of stock options and the purchase or sale of shares and interests. We
and our executive officers and other employees who are PRC citizens or who reside in China
for a continuous period of not less than one year and who have been granted options will be
subject to these regulations when our Company becomes an overseas-listed company upon the
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completion of this Global Offering. Failure to complete SAFE registrations may subject them
to fines and administration penalties and may also limit their ability to make payment under
our incentive plan or receive dividends or sales proceeds related thereto, or limit our ability to
contribute additional capital into our PRC subsidiaries and limit our PRC subsidiaries’ ability
to distribute dividends to us. As a result, our ability to adopt additional incentive plans for our
directors, executive officers and employees under PRC laws and regulations may be restricted.
The STA has issued relevant rules and regulations concerning employee share incentives.
Under these rules and regulations, our employees working in the PRC will be subject to PRC
individual income tax upon exercise of the share options or grant of the restricted shares. Our
PRC subsidiaries have obligations to file documents with respect to the granted share options
or restricted shares with relevant tax authorities and to withhold individual income taxes for
their employees upon exercise of the share options or grant of the restricted shares. If our
employees fail to pay, or we fail to withhold, their individual income taxes according to
relevant rules and regulations, we may face sanctions imposed by the competent governmental
authorities.
Certain judgments obtained against us by our shareholders may be difficult to enforce.
We are an exempted company incorporated in the Cayman Islands, and substantially all
of our current operations are conducted in China. In addition, a majority of our current
Directors and officers are nationals and residents of China. Judgments rendered by Hong Kong
courts may be recognized and enforced in the PRC if the requirements set forth by the
Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and
Commercial Matters by Courts of Mainland and of the Hong Kong Special Administrative
Region Pursuant to Consensual Jurisdiction (ʝႩ̙ձੂ
τર) are met. Nonetheless, it may be difficult for
you to effect service of process within Hong Kong upon us or these persons, or to bring an
action in Hong Kong against us or against these individuals in the event that you believe that
your rights have been infringed under the applicable securities laws or otherwise. In addition,
it may be difficult for you to bring an original action against us or our PRC resident officers
and directors in a PRC court based on the liability provisions of non-PRC securities laws. Even
if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of
regions where we operate may render you difficult to enforce a judgment against our assets or
the assets of our Directors and officers.
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Failure to comply with the PRC regulations regarding contribution of social insurance
premium or housing provident fund may subject us to fines and other legal or administrative
penalties.
According to the Social Insurance Law (جthe Regulations on
the Administration of Housing Provident Funds (၍ଣૢԷ) and other applicable
PRC regulations, any employer operating in China must contribute social insurance premium
and housing provident funds for its employees. During the Track Record Period, social
insurance and housing provident fund contributions for some of our employees had not been
made in full in accordance with the relevant PRC laws and regulations. Pursuant to relevant
PRC laws and regulations, any failure to make timely and adequate contribution of social
insurance premium or housing provident funds for its employees may trigger an order of
correction from a competent authority requiring the employer to make up the full contribution
of such overdue social insurance premium or housing provident funds within a specified period
of time and to pay a late fee for the social insurance aspect, and the competent authority may
further impose fines or penalties. Furthermore, in light of the Supreme People’s Court’s
Interpretation (II) on Several Issues Concerning the Application of Law in Labor Dispute Cases
(༆ᙑɚ) (the “New Judicial
Interpretation”), 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. 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 the Labor Contract Law, the People’ s Court shall support such
claims, in which case, the employer remains liable for paying economic compensation to the
employee, notwithstanding any prior agreement to waive social insurance contributions. See
“Regulations — Regulations on Employment and Social Welfare” for details. As of the Latest
Practicable Date, no administrative action or penalty had been imposed by the relevant
regulatory authorities with respect to our social insurance and housing provident fund
contributions, nor had we received any order to settle the deficit amount. Moreover, as of the
Latest Practicable Date, we were not aware of any complaint filed by our employees regarding
our social insurance and housing provident fund policy. As of the Latest Practicable Date, we
have made full payment of social security insurance and housing provident fund contributions
for all of our employees. However, we cannot assure you that the competent authority will not
require us to make contribution of overdue social insurance premium or housing provident
funds or to pay any overdue fine or penalty related thereto. This in turn may adversely affect
our financial condition and results of operations.
During the Track Record Period, we engaged third-party human resources agencies to pay
social insurance premium and housing provident funds for certain of our employees. We have
such arrangements primarily because these employees worked outside of the cities where our
operating entities are registered and third-party human resources agencies were engaged to pay
social insurance premium and housing provident funds for these employees in cities where they
worked. Pursuant to the agreements entered into between our Company or our relevant PRC
subsidiaries and such third-party human resources agencies, such human resources agencies
RISK FACTORS
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have the obligation to pay social insurance premium and housing provident funds for our
relevant employees. As of the Latest Practicable Date, none of the third-party human resources
agencies that we cooperate with had failed to pay or delayed in paying any social insurance
premium and housing provident fund contributions for our employees, and none of us or our
PRC subsidiaries had been subject to any administrative penalty or received labor arbitration
notices from any of our or their employees in relation to such agency arrangements. However,
if such human resources agencies fail to pay the social insurance premium or housing provident
funds for and on behalf of our employees as required by applicable PRC laws and regulations
in the future, we may be subject to additional contributions, late payment fees and/or penalties
imposed by the relevant PRC authorities for failing to discharge our obligations in relation to
payment of social insurance and housing provident funds as an employer or be ordered to
rectify. This in turn may adversely affect our financial condition and results of operations.
Any labor shortages, increased labor costs or other factors affecting our labor force may
materially and adversely affect our business, financial condition, results of operations and
prospects.
We have been subject to regulatory requirements in terms of entering into labor contracts
with our employees and paying various statutory employee benefits, including pensions,
housing funds, medical insurance, work-related injury insurance, unemployment insurance and
childbearing insurance to designated government agencies for the benefit of our employees.
Pursuant to the PRC Labor Contract Law (جor the Labor Contract
Law, that became effective in January 2008 and was amended in December 2012 and its
implementing rules that became effective in September 2008, employers are subject to the
requirements in terms of signing labor contracts, minimum wages, paying remuneration,
determining the term of employees’ probation and unilaterally terminating labor contracts. In
the event that we decide to terminate some of our employees or otherwise change our
employment or labor practices, we may incur certain costs to deal with such termination or
changes in compliance with the Labor Contract Law and its amendments, which may adversely
affect our business and results of operations. We believe that our current practice complies with
the Labor Contract Law and its amendments. However, the relevant governmental authorities
may take a different view and impose fines on us.
As the interpretation and implementation of labor-related laws and regulations
are still evolving, we cannot assure you that our employment practice may always in
compliance with labor-related laws and regulations in a timely manner. If we are deemed to
have violated relevant labor laws and regulations, we may be subject to labor disputes or
government investigations, and we may be required to provide additional compensation to our
employees and our business, financial condition and results of operations could be materially
and adversely affected.
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RISKS RELATING TO THE GLOBAL OFFERING
There has been no prior public market for the Shares and the liquidity and market price of
our Shares may be volatile.
Prior to completion of the Global Offering, there has been no public market for our
Shares. There can be no guarantee that an active trading market for our Shares will develop or
be sustained after completion of the Global Offering. The Offer Price is the result of
negotiations among 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. Moreover, each
of our Controlling Shareholders and certain other existing Shareholders are expected to enter
into a six-month lock-up agreement, which will restrict these Shareholders from selling their
Shares and therefore reduce the available public float for our Shares during the lock-up period,
subject to customary exceptions. As a result, the absence of any sale of Shares by such persons
during the lock-up period may cause, or at least contribute to, limited liquidity in the market
for our Shares. This could affect the prevailing market price at which Shareholders are able to
sell their Shares.
The trading price of the Shares may be volatile, which could result in substantial loss to you.
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, China, the United States 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 of the
price of, and trading volumes for, our Shares. A number of PRC-based companies have listed
their securities, and some are in the process of preparing for listing their securities, in Hong
Kong. Some of these companies have experienced significant volatility, including significant
price declines after their offerings. The trading performances of the securities of these
companies at the time of, or after, their offerings may affect the overall investor sentiment
towards PRC-based companies listed in Hong Kong, and consequently may impact the trading
performance of our Shares. These broad market and industry factors may significantly affect
the market price and volatility of our Shares, regardless of our actual operating performance.
Y ou will experience immediate dilution and may experience further dilution in the future.
As the Offer Price of our Shares is higher than the consolidated net tangible assets per
share immediately prior to the Global Offering, purchasers of our Shares in the Global Offering
will experience an immediate dilution in pro forma adjusted consolidated net tangible assets.
Our existing Shareholders will receive an increase in the pro forma adjusted consolidated net
tangible asset value per share of their shares. In addition, holders of our Shares may experience
further dilution of their interest if we issue additional shares in the future to raise additional
capital.
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We have a adopted the Pre-IPO Share Option Scheme and issued 311,780 Shares (which
will be adjusted proportionally to 31,178,000 Shares immediately following the Capitalization
Issue) underlying the Share Options which have been granted to specific participants to the
ESOP Trustee appointed to administer the Pre-IPO Share Option Scheme prior to the Listing.
See “History, Reorganization and Corporate Structure—Issue of Shares for Employee
Incentive.” Any new share-based compensation that we may grant from time to time may result
in an increase in our issued share capital, which in turn may result in a dilution of our
shareholders’ shareholding interest in our Company and a reduction in earnings per Share.
The actual or perceived sale or availability for sale of substantial amounts of our Shares,
especially by our Directors, executive officers and Pre-IPO Investors, could adversely affect
the market price of our Shares.
The market price of our Shares could decline as a result of future sales of a substantial
number of our Shares or other securities relating to our Shares in the public market, or the
issuance of new shares or other securities, or the perception that such sales or issuances may
occur. Future sales of a substantial number of our Shares, especially by our Directors,
executive officers, Controlling Shareholders and Pre-IPO Investors, or the perception or
anticipation of such sales, including any future offerings, 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. In addition, our Shareholders may experience dilution of
their holdings if we issue more securities in the future. New shares or shares-linked securities
issued by us may also confer rights and privileges that take priority over those conferred by our
Shares in Hong Kong.
The Shares held by our Controlling Shareholders are subject to certain lock-up periods.
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.
If securities or industry analysts do not publish research reports about our business, or if
they adversely change their recommendations regarding our Shares, the market price and
trading volume of our Shares may decline.
The trading market for our Shares will be influenced by the research and reports that
industry or securities analysts publish about us or our business. If one or more of the analysts
who cover us downgrade our Shares, the price of our Shares would likely decline. If one or
more of these analysts cease coverage of our Company or fail to regularly publish reports on
us, we could lose visibility in the financial markets, which in turn could cause our stock price
or trading volume to decline.
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We may not be able to pay any dividends on our Shares.
We cannot guarantee when and in what form dividends will be paid on our Shares
following the Global Offering. The declaration of dividends is proposed by the Board and is
based on, and limited by, various factors, such as our business and financial performance,
capital and regulatory requirements and general business and operation conditions. We may not
have sufficient or any profits to enable us to make dividend distributions to our Shareholders
in the future, even if our financial statements indicate that our operations have been profitable.
Certain facts, forecast and other statistics in this prospectus obtained from official
government sources have not been independently verified.
This Prospectus, particularly the sections headed “Business” and “Industry Overview,”
contains information and statistics relating to the e-commerce SaaS market in China and
e-commerce ERP market in China. Certain facts, forecast and other statistics are derived from
various government, and other official 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, we cannot guarantee the quality or reliability of
such source materials. The information has not been independently verified by us, the Joint
Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the
Joint Lead Managers, the Underwriters or any other party involved in the Global Offering, and
no representation is given as to its accuracy. Further, we cannot assure our investors that such
facts and statistics are stated or compiled on the same basis or with the same degree of accuracy
as similar statistics presented elsewhere. In all cases, our investors should consider carefully
how much weight or importance should be attached to or placed on such facts or statistics.
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,
your ability to protect your shareholder rights may be limited.
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 the
section headed “Appendix III—Summary of the Constitution of the Company and Cayman
Islands Company Law” in this Prospectus.
RISK FACTORS
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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 largest Shareholder, which may provide different remedies to minority
Shareholders when compared to the laws of the jurisdiction in which such shareholders are
located.
Y ou should read the entire Prospectus carefully and should not rely on any information
contained in press articles or other media regarding us and the Global Offering.
There may be, subsequent to the date of this Prospectus but prior to the completion of the
Global Offering, press and media coverage regarding us and the Global Offering, which may
contain, among other things, certain financial information, projections, valuations and other
forward-looking information about us and the Global Offering. We have not authorized the
disclosure of any such information in the press or media and do not accept responsibility for
the accuracy or completeness of such press articles or other media coverage. We make no
representation as to the appropriateness, accuracy, completeness or reliability of any of the
projections, valuations or other forward-looking information about us. To the extent such
statements are inconsistent with, or conflict with, the information contained in this Prospectus,
we disclaim responsibility for them. Accordingly, prospective investors are cautioned to make
their investment decisions on the basis of the information contained in this Prospectus only and
should not rely on any other information. Y ou should rely solely upon the information
contained in this Prospectus, the Global Offering and any formal announcements made by us
in Hong Kong in making your investment decision regarding our Shares. We do not accept any
responsibility for the accuracy or completeness of any information reported by the press or
other media, nor the fairness or appropriateness of any forecasts, views or opinions expressed
by the press or other media regarding our Shares, the Global Offering or us. We make no
representation as to the appropriateness, accuracy, completeness or reliability of any such data
or publication. Accordingly, prospective investors should not rely on any such information,
reports or publications in making their decisions as to whether to invest in our Global Offering.
By applying to purchase our Shares in the Global Offering, you will be deemed to have agreed
that you will not rely on any information other than that contained in this Prospectus and the
Global Offering.
Y ou should rely solely upon the information contained in this Prospectus, the Global
Offering and any formal announcements made by us in Hong Kong in making your investment
decision regarding our Shares. We do not accept any responsibility for the accuracy or
completeness of any information reported by the press or other media, nor the fairness or
appropriateness of any forecasts, views or opinions expressed by the press or other media,
regarding our Shares, the Global Offering or us. We make no representation as to the
appropriateness, accuracy, completeness or reliability of any such data or publication.
Accordingly, prospective investors should not rely on any such information, reports or
publications in making their decisions as to whether to invest in our Global Offering. By
applying to purchase our Shares in the Global Offering, you will be deemed to have agreed that
you will not rely on any information other than that contained in this Prospectus and the Global
Offering.
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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 (including any proposed Director who is named
as such in this Prospectus), 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 17, 2025, the Company received a notification from the CSRC on our Company’s
completion of the PRC filing procedures for the listing of our Shares on the Stock Exchange
and the Global Offering. In issuing this notification, the CSRC does not accept responsibility
for the financial soundness of our Company, or for the accuracy of any of the statements made
or opinions expressed in this Prospectus. As advised by our PRC Legal Advisor, our Company
has completed all necessary filings with the CSRC in the PRC in relation to the Global Offering
and the Listing.
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. The Global Offering comprises the Hong Kong Public
Offering of initially 6,816,700 Hong Kong Offer Shares and the International Offering of
initially 61,349,500 International Offer Shares (subject, in each case, to reallocation on the
basis as set out in “Structure of the Global Offering” and any exercise of the Offer Size
Adjustment Option and assuming the Over-allotment Option is not exercised).
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 and therein. 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 Joint Global
Coordinators, the Joint Bookrunners, the Underwriters, any of their respective directors,
agents, employees or advisors or any other party involved in the Global Offering.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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Neither the delivery of this Prospectus nor any offering, sale or delivery made in
connection with the Offer Shares should, under any circumstances, constitute a representation
that there has been no change or development reasonably likely to involve a change in our
affairs since the date of this Prospectus or imply that the information contained in this
Prospectus is correct as of any date subsequent to the date of this Prospectus.
Further information regarding the structure of the Global Offering, including its
conditions, is set out in “Structure of the Global Offering” of this Prospectus and the
procedures for applying for our Hong Kong Offer Shares are set out in “How to apply for Hong
Kong Offer Shares”.
OVER-ALLOTMENT AND STABILIZATION
Details of the arrangement relating to the Over-allotment Option and stabilization are set
out in the section headed “Structure of the Global Offering”.
UNDERWRITING
The listing of our Shares on the Stock Exchange is sponsored by the Joint Sponsors and
the Global Offering is managed by the Joint Global Coordinators and the Overall Coordinators.
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under
the terms of the Hong Kong Underwriting Agreement. An International Underwriting
Agreement relating to the International Offering is expected to be entered into on or around
Friday, October 17, 2025. The International Offering will be fully underwritten by the
International Underwriters under the terms of the International Underwriting Agreement to be
entered into. For more details about the Underwriters and the underwriting arrangements, see
“Underwriting”.
RESTRICTIONS ON OFFER AND SALE OF THE SHARES
Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering
will be required to, or be deemed by his/her acquisition of the Hong Kong Offer Shares to,
confirm that he/she is aware of the restrictions on offers and sales of the Hong Kong Offer
Shares described in this Prospectus.
No action has been taken to permit a public offering of the Offer Shares in any
jurisdiction other than Hong Kong, or the distribution of this Prospectus in any jurisdiction
other than Hong Kong. Accordingly, 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 in which such an offer or invitation is not authorized or to any person
to whom it is unlawful to make such an offer or invitation. The distribution of this Prospectus
and the offering and sales 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
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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jurisdictions pursuant to registration with or authorization by the relevant securities regulatory
authorities or an exemption therefrom. In particular, the Hong Kong Offer Shares have not been
publicly offered or sold, directly or indirectly, in the PRC or the United States.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied for listing under Chapter 8 of the Listing Rules and satisfied the market
capitalization/revenue test under Rule 8.05(3) of the Listing Rules. We have applied to the
Stock Exchange for the granting of the listing of, and permission to deal in, the Shares in issue
and to be issued (i) pursuant to the Capitalization Issue and the Global Offering (including any
Shares which may be issued pursuant to the exercise of the Offer Size Adjustment Option
and/or the Over-allotment Option), and (ii) under the Pre-IPO Share Option Scheme.
Under section 44B(l) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, if the permission for the Shares to be listed on the Stock Exchange pursuant to this
Prospectus has been refused before the expiration of three weeks from the date of the closing
of the Global Offering or such longer period not exceeding six weeks as may, within the said
three weeks, be notified to us by or on behalf of the Stock Exchange, then any allotment made
on an application in pursuance of this Prospectus shall, whenever made, be void.
COMMENCEMENT OF DEALINGS IN THE SHARES
Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on
Tuesday, October 21, 2025. The Shares will be traded in board lots of 100 Shares each. The
stock code of the Shares will be 6687.
Save as disclosed in this Prospectus, no part of our Share or loan capital is listed on or
dealt in on any other stock exchange and no such listing or permission to list is being or
proposed to be sought on the Stock Exchange or any other stock exchange as of the date of this
Prospectus. All the Shares will be registered on our Hong Kong Share Register in order to
enable them to be traded on the Stock Exchange.
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 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 the 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 the advice of their
stockbroker or other professional advisor for details of the settlement arrangements as such
arrangements may affect their rights and interests.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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HONG KONG REGISTER OF MEMBERS AND HONG KONG STAMP DUTY
Our Company’s principal register of members will be maintained by our principal share
registrar and transfer office, ICS Corporate Services (Cayman) Limited, in the Cayman Islands.
All of the Shares issued pursuant to the Global Offering will be registered on our Company’s
Hong Kong Share Register to be maintained in Hong Kong by our Hong Kong Share Registrar,
Computershare Hong Kong Investor Services Limited. Dealings in the Shares registered in our
Company’s Hong Kong Share Register will be subject to Hong Kong stamp duty. Unless
determined otherwise by our Company, dividends payable in Hong Kong dollars in respect of
Shares will be paid to the Shareholders listed on the Hong Kong Share Register of our
Company, by ordinary post, at the Shareholders’ risk, to the registered address of each
Shareholder.
PROFESSIONAL TAX ADVICE RECOMMENDED
Potential investors in the Global Offering are recommended to consult their professional
advisors as to the taxation implications of subscribing for, purchasing, holding or disposing of,
and/or dealing in the Shares or exercising rights attached to them. None of us, the Joint
Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the
Underwriters, any of their respective directors, officers, employees, agents or representatives
or any other person or party involved in the Global Offering accepts responsibility for any tax
effects on, or liabilities of, any person resulting from the subscription, purchase, holding,
disposition of, or dealing in, or the exercise of any rights in relation to, the Shares.
EXCHANGE RATE CONVERSION
Solely for your convenience, this Prospectus contains translations among certain
Renminbi amounts into Hong Kong dollars and of Renminbi amounts into U.S. dollars at
specified rates.
Unless indicated otherwise, the translation of Renminbi into Hong Kong dollars and of
Renminbi into U.S. dollars, and vice versa, in this Prospectus was made at the following rates:
RMB0.91298 to HK$1.00; RMB7.1055 to US$1.00; and HK$7.7828 to US$1.00. No
representation is made that any amounts in Renminbi, Hong Kong dollars or U.S. dollars can
be or could have been at the relevant dates converted at the above rates or any other rates or
at all.
LANGUAGE
Translated English names of Chinese laws and regulations, governmental authorities,
departments, entities (including subsidiaries of our Group), institutions, natural persons,
facilities, certificates, titles and the like included in this Prospectus and for which no official
English translation exists are unofficial translations for identification purposes only. In the
event of any inconsistency, the Chinese name shall prevail.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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ROUNDING
Unless otherwise stated, all the numerical figures are rounded to one or two decimal
places. Any discrepancies in any table or chart between totals and sums of amounts listed
therein are due to rounding.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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In preparation for the Listing, our Company has sought the following waivers from strict
compliance with the relevant provisions of the Listing Rules.
W AIVER IN RESPECT OF MANAGEMENT PRESENCE IN HONG KONG
According to Rule 8.12 of the Listing Rules, a new applicant for a primary listing on the
Stock Exchange must have a sufficient management presence in Hong Kong. This normally
means that at least two of our executive Directors must be ordinarily resident in Hong Kong.
We do not 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
for a waiver from strict compliance with Rule 8.12 of the Listing Rules primarily on the basis
that, given our headquarters and business operations are primarily based, managed and
conducted in the PRC, and substantially all of our assets are based in the PRC, our management
is best able to attend to our function by being based in the PRC. As such, we have applied to
the Stock Exchange for, and the Stock Exchange has granted us a waiver from strict compliance
with Rule 8.12 of the Listing Rules subject to, among others, the following conditions:
(a) pursuant to Rule 3.05 of the Listing Rules, we have appointed two authorized
representatives who will act as our principal channel of communication with the
Stock Exchange. The two authorized representatives appointed are Mr. Luo, our
founder, chairman of the Board, CEO and executive Director, and Ms. Chan Sau
Ling (ޛ“() Ms. Chan ”), our joint company secretary. Ms. Chan is situated and
based in Hong Kong, and will be available to meet with the Stock Exchange in Hong
Kong within a reasonable time frame upon the request of the Stock Exchange. Both
of our authorized representatives will be readily contactable by telephone and email
to deal promptly with enquiries from the Stock Exchange. Our Company will inform
the Stock Exchange promptly in respect of any change in the authorized
representatives;
(b) both authorized representatives have means to contact all Directors (including the
independent non-executive Directors) promptly at all times as and when the Stock
Exchange wishes to contact our Directors for any matters. Our Company has
implemented a policy whereby (1) each Director has provided his or her valid phone
numbers or other means of communication to the authorized representatives; (2) in
the event that a Director expects to travel or is otherwise out of office, he or she will
endeavour to provide his or her phone number of the place of his or her
accommodation to the authorized representatives or maintain an open line of
communication via his or her mobile phone; and (3) each Director has provided his
or her mobile phone number, office phone number and e-mail address to the Stock
Exchange and will inform the Stock Exchange promptly if there are any changes to
the contact details of the Directors;
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(c) pursuant to Rule 3.20 of the Listing Rules, each Director has provided his or her
contact information to the Stock Exchange and to the authorized representatives.
This will ensure that the Stock Exchange and the authorized representatives should
have means for contacting all Directors promptly at all times as and when required;
(d) all our Directors who are not ordinarily resident in Hong Kong have confirmed that
they possess or can apply for valid travel documents to visit Hong Kong and will be
able to meet with relevant members of the Stock Exchange in Hong Kong upon
reasonable notice, when required;
(e) pursuant to Rule 3A.19 of the Listing Rules, we have retained the services of Guotai
Junan Capital Limited as compliance adviser to the Company (the “ Compliance
Adviser ”), which will act as an additional channel of communication with the Stock
Exchange and will be available to respond to enquiries from the Stock Exchange.
The Compliance Adviser will have access at all times to the Company’s authorized
representatives, Directors, senior management and other officers of the Company.
We will keep the Stock Exchange up to date in respect of any change in the
Compliance Adviser. Our authorized representatives, Directors and other officers of
our Company will promptly provide such information and assistance as the
Compliance Adviser may reasonably require in connection with the performance of
the Compliance Adviser’s duties as set forth in Chapter 3A of the Listing Rules.
There will be adequate and efficient means of communication between our
Company, authorized representatives, Directors and other officers of our Company
and the Compliance Adviser, and to the extent reasonably practicable and legally
permissible, we will keep the Compliance Adviser informed of all communications
and dealings between the Stock Exchange and us;
(f) we will appoint other professional advisors (including legal advisors in Hong Kong)
after the Listing to assist us in dealing with any questions which may be raised by
the Stock Exchange and to ensure that there will be prompt and effective
communication with the Stock Exchange; and
(g) our Company has designated one of our staff members, namely our joint company
secretary, as the communication officer at our headquarters after the Listing who
will be responsible for maintaining day-to-day communication with Ms. Chan and
our Company’s professional advisors in Hong Kong, including our legal advisors in
Hong Kong and the Compliance Adviser, to keep abreast of any correspondences
and/or enquiries from the Stock Exchange and report to our executive Directors to
further facilitate communication between the Stock Exchange and our Company.
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W AIVER IN RESPECT OF JOINT COMPANY SECRETARIES
Pursuant to Rules 3.28 and 8.17 of the Listing Rules and Chapter 3.10 of the Guide for
New Listing Applicants published by the Stock Exchange, a new applicant for listing on the
Stock Exchange must appoint a company secretary who, by virtue of his/her academic or
professional qualifications or relevant experience, is, in the opinion of the Stock Exchange,
capable of discharging the functions of the company secretary.
Note 1 to Rule 3.28 of the Listing Rules 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 provides that the Stock Exchange
considers the following factors in assessing the “relevant experience” of the individual:
(a) length of employment with the issuer and other issuers and the roles he/she played;
(b) familiarity with the Listing Rules and other relevant laws and regulations including
the SFO, the Companies Ordinance, the Companies (Winding Up and Miscellaneous
Provisions) Ordinance and the Takeovers Code;
(c) relevant training taken and/or to be taken in addition to the minimum requirement
under Rule 3.29 of the Listing Rules; and
(d) professional qualifications in other jurisdictions.
Our Company appointed Mr. Liu Luyao ( ᄎ༩Ⴧ)( “Mr. Liu ”), our chief financial officer,
and Ms. Chan as our joint company secretaries. Please see the section headed “Directors and
Senior Management – Joint Company Secretaries” for further biographical details of Mr. Liu
and Ms. Chan.
Mr. Liu has extensive experience in financing and investment services. The Company
believes that it would be in the best interests of the Company and the corporate governance of
the Group to have as its joint company secretary a person such as Mr. Liu, who is an employee
of the Company and who has day-to-day knowledge of the Company’s affairs. Mr. Liu has the
necessary nexus to the Board and close working relationship with management of the Company
in order to perform the function of a joint company secretary and to take the necessary actions
in the most effective and efficient manner. However, Mr. Liu presently does not possess any
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of the qualifications under Rules 3.28 and 8.17 of the Listing Rules, and may not be able to
solely fulfill the requirements of the Listing Rules. Therefore, we have appointed Ms. Chan,
who is a member of The Hong Kong Institute of Certified Public Accountants and fully meets
the requirements stipulated under Rules 3.28 and 8.17 of the Listing Rules, to act as the other
joint company secretary and provide assistance to Mr. Liu for an initial period of three years
from the Listing Date to enable Mr. Liu to acquire the “relevant experience” under Note 2 to
Rule 3.28 of the Listing Rules so as to fully comply with the requirements set forth under Rules
3.28 and 8.17 of the Listing Rules.
Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has
granted, a waiver from strict compliance with the requirements under Rules 3.28 and 8.17 of
the Listing Rules such that Mr. Liu may be appointed as a joint company secretary of our
Company, subject to the conditions that Ms. Chan, as a joint company secretary of our
Company, will work closely with Mr. Liu to jointly discharge the duties and responsibilities as
company secretaries, assist Mr. Liu in acquiring the relevant experience as required under
Rules 3.28 and 8.17 of the Listing Rules, and assist Mr. Liu in organizing Board meetings and
Shareholders’ meetings of our Company as well as other matters of our Company which are
incidental to the duties of a company secretary. Ms. Chan is expected to work closely with Mr.
Liu and will maintain regular contact with Mr. Liu, the Directors and the senior management
of our Company. In addition, Mr. Liu will comply with the annual professional training
requirement under Rule 3.29 of the Listing Rules and will enhance his knowledge of the Listing
Rules during the three-year period from the Listing. Mr. Liu will also be assisted by (a) the
Compliance Adviser of our Company, particularly in relation to compliance with the Listing
Rules; and (b) the Hong Kong legal advisors of our Company, on matters concerning our
Company’s ongoing compliance with the Listing Rules and the applicable laws and regulations.
Pursuant to paragraph 13 of Chapter 3.10 under the Guide for New Listing Applicants
published by the Stock Exchange, the waiver will be revoked immediately if Ms. Chan ceases
to provide assistance to Mr. Liu as a joint company secretary for the three-year period after the
Listing Date or where there are material breaches of the Listing Rules by our Company.
Prior to the expiration of the initial three-year period, the qualifications and experience
of Mr. Liu will be re-evaluated to determine whether the requirements as stipulated in Rules
3.28 and 8.17 of the Listing Rules can be satisfied. Prior to the expiration of the initial
three-year period, we will demonstrate and seek the Stock Exchange’s confirmation that Mr.
Liu, having benefited from the assistance of Ms. Chan for the preceding three years, will have
acquired the skills necessary to carry out the duties of company secretary and the relevant
experience within the meaning of Note 2 to Rule 3.28 of the Listing Rules so that a further
waiver will not be necessary.
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W AIVER AND EXEMPTION IN RELATION TO THE PRE-IPO SHARE OPTION
SCHEME
Rule 17.02(1)(b) of the Listing Rules requires a listing applicant to, inter alia, disclose in
the prospectus full details of all outstanding options and their potential dilution effect on the
shareholdings upon listing as well as the impact on the earnings per share arising from the issue
of shares in respect of such outstanding options.
Paragraph 27 of Appendix D1A to the Listing Rules requires a listing applicant to
disclose, inter alia, particulars of any capital of any member of the group which is under option,
or agreed conditionally or unconditionally to be put under option, including the consideration
for which the option was or will be granted and the price and duration of the option, and the
name and address of the grantee, or an appropriate negative statement, provided that where
options have been granted or agreed to be granted to all the members or debenture holders or
to any class thereof, or to employees under a share option scheme, it shall be sufficient, so far
as the names and addresses are concerned, to record that fact without giving the names and
addresses of the grantees.
Under section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, the prospectus must state the matters specified in Part I of the Third Schedule.
Under paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the number, description and amount of any shares in or
debentures of the company which any person has, or is entitled to be given, an option to
subscribe for, together with the particulars of the option, that is to say, (a) the period during
which it is exercisable; (b) the price to be paid for shares or debentures subscribed for under
it; (c) the consideration (if any) given or to be given for it or for the right to it; and (d) the
names and addresses of the persons to whom it or the right to it was given or, if given to
existing shareholders or debenture holders as such, the relevant shares or debentures, must be
specified in the prospectus.
As of the date of this Prospectus, the Company has granted outstanding Share Options
under the Pre-IPO Share Option Scheme to 283 grantees (the “ Grantees ”) (none of such
grantees are Directors and/or core connected persons) to subscribe for an aggregate of 311,780
Shares (or 31,178,000 Shares immediately following the Capitalization Issue), which consist
of (i) two members of senior management; (ii) 17 business partners (specifically contracted
employees or employees of our agents); (iii) eight other grantees (who are our employees and
not Directors or senior management of the Company) (the “ Other Grantees ”), each of whom
was granted Share Options to subscribe for 900,000 Shares or more (taking into consideration
the Capitalization Issue); and (iv) 256 Other Grantees. The Shares underlying the outstanding
Share Options represent approximately 7.32% of the total number of Shares in issue
immediately after completion of the Capitalization Issue and the Global Offering (assuming the
Offer Size Adjustment Option and the Over-allotment Option are not exercised).
No Share Options under the Pre-IPO Share Option Scheme will be further granted after
Listing. For more details about our Pre-IPO Share Option Scheme, see “Statutory and General
Information – D. Pre-IPO Share Option Scheme” in Appendix IV to this Prospectus.
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We have applied to the Stock Exchange and the SFC respectively for (i) a waiver from
strict compliance with the disclosure requirements under Rule 17.02(1)(b) of, and paragraph 27
of Appendix D1A to, the Listing Rules; and (ii) a certificate of exemption under section 342A
of the Companies (Winding Up and Miscellaneous Provisions) Ordinance exempting our
Company from strict compliance with the disclosure requirements under paragraph 10(d) of
Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, in connection with the disclosure of the names, addresses, and entitlements of
certain Grantees on an individual basis, on the ground that strict compliance with the above
requirements would be unduly burdensome for our Company based on the following reasons:
(a) since the outstanding Share Options under the Pre-IPO Share Option Scheme were
granted to a total of 283 Grantees involved (none of whom will individually hold
more than 1% of the total issued share capital of our Company immediately
following the completion of the Capitalization Issue and Global Offering), strict
compliance with the relevant disclosure requirements to disclose names, addresses,
and entitlements on an individual basis in the Prospectus would be costly and unduly
burdensome for our Company, requiring a substantial number of pages of additional
disclosure that does not provide any material information to the investing public and
would significantly increase the cost and timing for prospectus preparation;
(b) full details of the Share Options granted under the Pre-IPO Share Option Scheme to
the members of senior management of our Company, our business partners and
Other Grantees who have been granted Share Options to subscribe for 900,000
Shares or more (taking into account the Capitalization Issue) has already been
disclosed in “Statutory and General Information – D. Pre-IPO Share Option
Scheme” in Appendix IV to this Prospectus;
(c) as of the date of this Prospectus, all of the Shares underlying the Pre-IPO Share
Option Scheme which are unexercised have been allotted and issued and are held in
the ESOP Trust by the ESOP Trustee on trust prior to the Global Offering.
Accordingly, if all of the outstanding Share Options granted under the Pre-IPO Share
Option Scheme are exercised, there will not be any dilution effect on the
shareholding of our Shareholders nor any impact on the earnings per Share arising
from the exercise of the outstanding Share Options, details of which are disclosed
in “Statutory and General Information – D. Pre-IPO Share Option Scheme” in
Appendix IV to this Prospectus;
(d) with respect to the Grantees not disclosed on an individual basis, such number of
Shares (representing only approximately 3.59% of the total issued share capital of
our Company immediately following the completion of the Capitalization Issue and
Global Offering) is not material in the circumstances of our Company, and the grant
and exercise in full of such Share Options will not cause any material adverse impact
to the financial position of our Company; and
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(e) material information relating to the Share Options under the Pre-IPO Share Option
Scheme will be disclosed in this Prospectus, including a summary of the major terms
of the Pre-IPO Share Option Scheme, the total number of Shares to be issued under
the Pre-IPO Share Option Scheme, the exercise price per Share, the vesting schedule
and exercise period, the potential dilution effect on shareholding and the impact on
earnings per Share. Our Directors consider that the lack of full compliance with such
disclosure requirements will not prevent potential investors from making an
informed assessment of the activities, assets and liabilities, financial position,
management and prospects of our Group and will not prejudice the interest of the
investing public.
The Stock Exchange has granted us a waiver from strict compliance with the disclosure
requirements under Rule 17.02(1)(b) of, and paragraph 27 of Appendix D1A to, the Listing
Rules on the conditions that:
(a) the following information will be clearly disclosed in this Prospectus:
(i) on an individual basis, full details of all the outstanding Share Options granted
by our Company under the Pre-IPO Share Option Scheme to each of the
members of senior management of our Company, our business partners and
Other Grantees who have been granted Share Options to subscribe for 900,000
Shares or more (taking into account the Capitalization Issue) including all the
particulars required under Rule 17.02(1)(b) of, and paragraph 27 of Appendix
D1A to, the Listing Rules;
(ii) in respect of the outstanding Share Options granted by our Company to the
Grantees other than those referred to in sub-paragraph (i) above:
a. the aggregate number of the Grantees and the number of Shares subject
to the Share Options;
b. the consideration paid for and the date of the grant of the Share Options;
and
c. the vesting schedule, exercise period and the exercise price for the Share
Options;
(iii) the dilution effect and impact on earnings per Share upon full exercise of the
outstanding Share Options granted under the Pre-IPO Share Option Scheme;
(iv) the aggregate number of Shares subject to the outstanding Share Options
granted by our Company under the Pre-IPO Share Option Scheme and the
percentage of our Company’s issued share capital upon completion of the
Global Offering of which such number represents;
(v) a summary of the Pre-IPO Share Option Scheme; and
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(b) the list of all the Grantees (including the persons referred to in paragraph (a)(ii)
above), containing all details as required under Rule 17.02(1)(b) of, and paragraph
27 of Appendix D1A to, the Listing Rules, be made available for public inspection
in accordance with “Documents Delivered to the Registrar of Companies in Hong
Kong and Available on Display – Document Available for Inspection” in Appendix
V to this Prospectus.
The SFC has granted us a certificate of exemption under section 342A of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance exempting our Company from strict
compliance with paragraph 10(d) of Part I of the Third Schedule to the Companies (Winding
Up and Miscellaneous Provisions) Ordinance, subject to the conditions that:
(a) on an individual basis, full details of all the outstanding Share Options granted by
our Company under the Pre-IPO Share Option Scheme to each of the members of
senior management of our Company (none of such grantees are Directors and/or core
connected persons), our business partners and Other Grantees who have been
granted Share Options to subscribe for 900,000 Shares or more (taking into account
the Capitalization Issue) will be disclosed in this Prospectus, such details including
all the particulars required under paragraph 10 of Part I of the Third Schedule to the
Companies (Winding Up and Miscellaneous Provisions) Ordinance;
(b) in respect of the outstanding Share Options granted by our Company under the
Pre-IPO Share Option Scheme to the Other Grantees (other than those referred to in
paragraph (a) above), the following details be disclosed in this Prospectus on an
aggregate basis, categorized into lots based on the number of Shares underlying each
individual Grantee, being (i) 1 to 99,999 Shares, (ii) 100,000 to 499,999 Shares, and
(iii) 500,000 to 899,999 Shares:
(i) the aggregate number of the Other Grantees and the number of Shares subject
to the Share Options;
(ii) the consideration paid for and the date of the grant of the Share Options; and
(iii) the exercise period and the exercise price for the Share Options
(c) a full list of all the Grantees (including the persons referred to in paragraph (b)
above) who have been granted Share Options to subscribe for Shares under the
Pre-IPO Share Option Scheme, containing all details as required under paragraph 10
of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, be made available for public inspection in accordance with
“Documents Delivered to the Registrar of Companies in Hong Kong and Available
on Display – Document Available for Inspection” in Appendix V to this Prospectus;
and
(d) the particulars of the exemption be disclosed in this Prospectus and that this
Prospectus be issued on or before Monday, October 13, 2025.
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W AIVER FROM STRICT COMPLIANCE WITH RULE 10.04 OF THE LISTING
RULES AND THE STOCK EXCHANGE’S CONSENT UNDER PARAGRAPH 1C OF
APPENDIX F1 TO THE LISTING RULES IN RESPECT OF SUBSCRIPTIONS OF
OFFER SHARES BY CERTAIN EXISTING SHAREHOLDERS AS CORNERSTONE
INVESTORS
Rules 2.03(2) and 2.03(4) of the Listing Rules require the issue and marketing of
securities to be conducted in a fair and orderly manner, and that all holders of listed securities
be treated fairly and equally.
Rule 10.04 of the Listing Rules provides that an existing shareholder of the issuer may
only subscribe for or purchase any securities for which listing is sought which are being
marketed by or on behalf of a new applicant either in his or its own name or through nominees
if the conditions set out in Rules 10.03(1) and (2) are fulfilled:
(i) that no securities are offered to them on a preferential basis and no preferential
treatment is given to them in the allocation of the securities; and
(ii) that the minimum prescribed percentage of public shareholders required by Rule
8.08 of the Listing Rules is achieved.
Paragraph 1C of Appendix F1 to the Listing Rules provides that, without the prior written
consent of the Stock Exchange, no allocations will be permitted to directors or existing
shareholders of the applicant or their close associates, whether in their own names or through
nominees, unless the conditions set out in Rules 10.03 and 10.04 of the Listing Rules are
fulfilled.
Paragraph 12 of Chapter 4.15 of the Guide provides that the Stock Exchange would
ordinarily agree to grant a consent and waiver for allocation to existing shareholders or their
close associates if it is satisfied that the actual or perceived preferential treatment arising from
their ability to influence the applicant during the allocation process can be addressed.
Paragraph 13 of Chapter 4.15 of the Guide sets out the conditions required to be fulfilled
when the Stock Exchange considers granting a waiver and consent from Rule 10.04 of the
Listing Rules to placing to existing shareholders or their close associates.
As further described in the section headed “Cornerstone Investors” in this Prospectus,
Blue Lake Capital Opportunity Fund I, L.P . (“ Blue Lake Opportunity Fund ”) is an existing
shareholder and a close associate of Shanghai Lansan Muyue Investment Center (L.P .) ( ɪऎ
ᔝɧ˝˜ҳ༟ʕː(Υྫ)) (“ Shanghai Blue Lake ”), being another existing shareholder;
and GRANITE ASIA VIII INVESTMENTS PTE. LTD. (“ GRANITE ASIA ”) is an existing
Shareholder and a close associate of Seashine Capital Limited, being another existing
shareholder. Each of Blue Lake Opportunity Fund and GRANITE ASIA has entered into a
cornerstone investment agreement with the Company.
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We have applied to the Stock Exchange for, and the Stock Exchange has granted us, a
waiver from strict compliance with Rule 10.04 of the Listing Rules and a prior written consent
under paragraph 1C of Appendix F1 to the Listing Rules in relation to the proposed
subscription of the Offer Shares by each of Blue Lake Opportunity Fund and GRANITE ASIA
on the following grounds and conditions:
(i) as of the Latest Practicable Date, the approximate shareholding of Blue Lake
Opportunity Fund (together with its close associate, namely Shanghai Blue Lake)
and GRANITE ASIA (together with its close associate, namely Seashine Capital
Limited) in the Company is 3.34% and 4.26%, respectively, each of which is less
than 5% of the Company’s voting rights prior to the Listing. In addition, none of
Blue Lake Opportunity Fund, Shanghai Blue Lake, GRANITE ASIA or Seashine
Capital Limited is core connected person of the Company or its close associate;
(ii) each of Blue Lake Opportunity Fund, Shanghai Blue Lake, GRANITE ASIA and
Seashine Capital Limited (a) is a minority financial investor of the Company (i.e. the
Company operates independently from Blue Lake Opportunity Fund, Shanghai Blue
Lake, GRANITE ASIA and Seashine Capital Limited, and none of Blue Lake
Opportunity Fund, Shanghai Blue Lake, GRANITE ASIA or Seashine Capital
Limited has any direct influence over the day-to-day operations, management, and
key personnel appointment of the Company); (b) does not have any power to appoint
Directors or any other special rights in the Company which may influence the
allocation process; and (c) does not have access to material non-public information
in respect of the Company or the Global Offering. Accordingly, none of Blue Lake
Opportunity Fund, Shanghai Blue Lake, GRANITE ASIA or Seashine Capital
Limited influence over the allocation process of the Global Offering;
(iii) no preferential treatment has been, or will be, given to Blue Lake Opportunity Fund
and GRANITE ASIA by virtue of them being existing shareholders and close
associates of existing shareholders of the Company, other than the preferential
treatment of assured entitlement under their respective cornerstone investments. The
cornerstone investment agreement to be entered into with Blue Lake Opportunity
Fund and GRANITE ASIA, respectively, will not contain any material term which
is more favourable to Blue Lake Opportunity Fund and GRANITE ASIA than those
in other cornerstone investment agreements;
(iv) given that (i) none of Blue Lake Opportunity Fund, Shanghai Blue Lake, GRANITE
ASIA and Seashine Capital Limited is accustomed to take and has not taken
instructions from the Company, our Directors, chief executive, the Controlling
Shareholders, substantial shareholders, existing Shareholders (other than Blue Lake
Opportunity Fund, Shanghai Blue Lake, GRANITE ASIA and Seashine Capital
Limited themselves) or any of the Company’s subsidiaries or their respective close
associates in relation to the acquisition, disposal, voting or other disposition of the
Offer Shares; and (ii) none of the subscription of the Offer Shares by Blue Lake
Opportunity Fund and GRANITE ASIA is directly or indirectly financed by the
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Company, our Directors, chief executive, the Controlling Shareholders, substantial
shareholders, existing Shareholders (other than Blue Lake Opportunity Fund,
Shanghai Blue Lake, GRANITE ASIA and Seashine Capital Limited themselves) or
any of the Company’s subsidiaries or their respective close associates, all offer
shares to be acquired by Blue Lake Opportunity Fund and GRANITE ASIA by way
of the Proposed Cornerstone Investment will count towards to the public float for
the purpose of Rule 8.08 of the Listing Rules and that the allocation of Offer Shares
to each of Blue Lake Opportunity Fund and GRANITE ASIA will not affect the
Company’s ability to satisfy the minimum public float requirements under Rule 8.08
of the Listing Rules; and
(v) the details of the allocation of Offer Shares to Blue Lake Opportunity Fund or
GRANITE ASIA, including the identity and background information of Blue Lake
Opportunity Fund or GRANITE ASIA, and the material terms of their investments
as cornerstone investors, will be disclosed in the Prospectus to be published in
connection with the Global Offering. The Company will also disclose the waiver and
consent granted in the Prospectus to be published in connection with the Global
Offering. Results of allocation of Offer Shares to Blue Lake Opportunity Fund or
GRANITE ASIA will also be disclosed in the Company’s allotment results
announcement to be published in connection with the Global Offering.
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DIRECTORS
Name Address Nationality
Executive Directors
Mr. Luo Haidong (؇No. 2, Lane 69
Ruijin Road Number 2
Luwan District
Shanghai, PRC
Chinese
Mr. He Xingjian (ܔNo. 20, Lane 421
Siping Road
Hongkou District
Shanghai, PRC
Chinese
Mr. Li Cansheng ( ҽᐆʺ) Room 101, No. 3, Lane 180
Y uyao Road
Jing’an District
Shanghai, PRC
Chinese
Mr. Wang Y u ( ˮຄ) Room 1102, Unit 2, Building 13
Qiantang Chunxiao Huayuan
Binjiang District
Hangzhou, PRC
Chinese
Non-Executive Directors
Mr. Wang Donghui
(1) Building M1202
Blue Castle Apartment
Xidawanglu
Chaoyang District
Beijing, PRC
Australian
Mr. Chen Hongliang
(ڥݳ)
1)
Flat B, 38/F, Tower 5, One SilverSea
No. 18 Hoi Fai Road
Kowloon
Hong Kong
Chinese
Mr. Zhou Kui ( մඃ)
(1) Room 202, Unit 1, Building 1
Chunyinyuan
Century City
Haidian District
Beijing, PRC
Chinese
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 114 ---
Independent Non-Executive Directors
Ms. Luo Mei (ٓRoom 501, Unit 4
Building 7 of Heqingyuan
Tshinghua Garden
Haidian District
Beijing, PRC
Chinese
Mr. Li Jiajun (ڲRoom 1504, No. 6, Lane 858
Y ulin Road
Y angpu District
Shanghai, PRC
Chinese
Mr. Sheng Kaiqiang ( ସ௱੶) No. 224 Geman Road
Dongsheng Village, Duohu Street
Jindong District, Jinhua
Zhejiang, PRC
Chinese
Note:
(1) As of the Latest Practicable Date, Mr. Wang Donghui, Mr. Chen Hongliang (ڥݳand Mr. Zhou Kui ( մ
ඃ) were our non-executive Directors. Each of Mr. Wang Donghui, Mr. Chen Hongliang (ڥݳand Mr. Zhou
Kui ( մඃ) has already tendered his resignation from directorship, conditional and effective upon Listing, and
the appointment of Ms. Luo Mei (ٓMr. Li Jiajun (ڲand Mr. Sheng Kaiqiang ( ସ௱੶)a s
independent non-executive Directors will become effective at the same time. Mr. Wang Donghui, Mr. Chen
Hongliang (ڥݳand Mr. Zhou Kui ( մඃ) are board representatives of our Pre-IPO Investors prior to
Listing and have performed non-executive functions through providing advice on our overall development as
a private company. Each of them has tendered his resignation based on internal decision-making of the Pre-IPO
Investor which he represents and intention to focus on other endeavours. Furthermore, the replacement of three
non-executive directors with three independent non-executive directors would allow us to meet the
requirements under Rules 3.10(1) and 3.10A of the Listing Rules that our Board shall include at least three
independent non-executive directors, who shall represent at least one-third of our Board. Each of Mr. Wang
Donghui, Mr. Chen Hongliang (ڥݳand Mr. Zhou Kui ( մඃ) has confirmed to the Board that he has no
disagreement with the Board and there are no other matters in relation to his resignation that need to be brought
to the attention of the Shareholders of the Company.
For more 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 (in alphabetical order) China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
J.P. Morgan Securities (Far East) Limited
28/F, Chater House
8 Connaught Road Central
Hong Kong
Sponsor-Overall Coordinators and
Overall Coordinators
(in alphabetical order)
China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
J.P. Morgan Securities (Asia Pacific)
Limited
28/F, Chater House
8 Connaught Road Central
Hong Kong
Joint Global Coordinators
(in alphabetical order)
China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
J.P. Morgan Securities (Asia Pacific)
Limited
28/F, Chater House
8 Connaught Road Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 106 –


--- page 116 ---
Joint Bookrunners and
Joint Lead Managers
China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
J.P. Morgan Securities (Asia Pacific)
Limited
28/F, Chater House
8 Connaught Road Central
Hong Kong
(in alphabetical order)
Futu Securities International
(Hong Kong) Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
Legal Advisers to our Company As to Hong Kong law and United States law
Davis Polk & Wardwell
10/F, The Hong Kong Club Building
3A Chater Road
Central
Hong Kong
As to PRC law
Commerce & Finance Law Offices
12/F-15/F, China World Office 2
No. 1 Jianguomenwai Avenue
Beijing
PRC
As to Cayman Islands law
Harney Westwood & Riegels
3501 The Center
9 Queen’s Road Central
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 117 ---
Legal Advisers to the Joint Sponsors and
the Underwriters
As to Hong Kong law and United States law
Linklaters
11/F, Alexandra House
Chater Road
Central
Hong Kong
As to PRC law
Jingtian & Gongcheng
34/F, Tower 3 China Central Place
77 Jianguo Road
Beijing
PRC
Auditor and Reporting Accountant PricewaterhouseCoopers
Certified Public Accountants
Registered Public Interest Entity Auditor
22/F, Prince’s Building
Central
Hong Kong
Industry Consultant China Insights Industry Consultancy
Limited
10/F, Block B, Jing’an International Center
88 Puji Road
Shanghai
PRC
Compliance Adviser Guotai Junan Capital Limited
26/F–28/F, Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
Receiving Bank CMB Wing Lung Bank Limited
45 Des V oeux Road Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Registered Office 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
6/F, Building T4, Hongqiaohui
No. 990 Shenchang Road
Shanghai
PRC
Principal Place of Business in Hong Kong Room 1917, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
Company’s Website jushuitan.com
(the information contained on this website
does not form part of this Prospectus)
Joint Company Secretaries Mr. Liu Luyao ( ᄎ༩Ⴧ)
6/F, Building T4, Hongqiaohui
No. 990 Shenchang Road
Shanghai
PRC
Ms. Chan Sau Ling (ޛ)
FCG HKFCG)
Room 1917, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
CORPORATE INFORMATION
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Authorized Representatives Mr. Luo Haidong (؇)
6/F, Building T4, Hongqiaohui
No. 990 Shenchang Road
Shanghai
PRC
Ms. Chan Sau Ling (ޛ)
Room 1917, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
Audit Committee Ms. Luo Mei (ٓ)Chairperson)
Mr. Li Jiajun (ڲ)
Mr. Sheng Kaiqiang ( ସ௱੶)
Remuneration Committee Mr. Li Jiajun (ڲ)Chairperson)
Mr. Luo Haidong (؇)
Mr. Sheng Kaiqiang ( ସ௱੶)
Nomination Committee Mr. Sheng Kaiqiang ( ସ௱੶) (Chairperson)
Mr. Luo Haidong (؇)
Ms. Luo Mei (ٓ)
Principal Share Registrar ICS Corporate Services (Cayman)
Limited
Palm Grove Unit 4
265 Smith Road
George Town
P .O. Box 52A, Edgewater Way, #1653
Grand Cayman KY1-9006
Cayman Islands
CORPORATE INFORMATION
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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 Bank China Merchants Bank
Shanghai Huaizhong Branch
No. 398 Middle Huaihai Road
Shanghai
PRC
CORPORATE INFORMATION
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--- page 121 ---
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 form independent suppliers, and
from the independent industry report prepared by CIC. We engaged CIC to prepare the
CIC Report, an independent industry report, in connection with the Global Offering. The
information from official government sources has not been independently verified by us,
the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Underwriters, any of their respective
directors and advisers, or any other persons or parties involved in the Global Offering,
and no representation is given as to its accuracy.
E-COMMERCE SAAS MARKET IN CHINA
E-commerce Market in China
The e-commerce market in China has evolved rapidly and continues to advance. China
has become the world’s largest e-commerce market since 2013, with a current share of over
40% in terms of online retail sales value. There were over 27 million active e-commerce
merchants in China in 2024, according to CIC. China also has a complex and dynamic
e-commerce ecosystem. An increasing number of new e-commerce platforms emerged in recent
years, diversifying the market with innovative business models and increasing their market
share. More than half of Chinese e-commerce merchants have been operating on two or more
platforms for the past five years.
With ever increasing demand for online retail and the emergence of innovative
e-commerce business models, the size of China’s online retail in terms of sales value has grown
at a CAGR of 8.9% from RMB11.8 trillion in 2020 to RMB16.5 trillion in 2024, and is
expected to further grow at a CAGR of 7.3% to RMB23.5 trillion in 2029, according to CIC.
SaaS as a Critical Solution for E-commerce in China
SaaS is a cloud-based software delivery model in which the software provider develops
and maintains cloud software applications, provides automatic software updates, and makes
software available to its customers via the internet on a subscription or pay-as-you-go basis.
The emergence of SaaS transformed the software industry in that cloud-based access and
updates replaced on-premise infrastructure and installment, subscription and pay-as-you-go
replaced one-off purchase, and the deployment of software applications was simplified.
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Such transformation is especially meaningful for e-commerce merchants, as SaaS can
connect merchants with suppliers and consumers across all platforms, adapt quickly to keep up
with the platforms’ upgrades and provide an integrated and intuitive solution that empowers the
e-commerce merchants’ business management. Technology has transformed the way of
purchasing and transaction. China’s e-commerce SaaS market has grown rapidly in recent
years, driven by the rising awareness of cloud-based solutions and continuous technological
advancement. Merchants are incentivized to digitalize their business operation procedures in
order to enhance their analytical capabilities and operational efficiency. Chinese e-commerce
merchants’ IT spending reached a total of RMB137.7 billion in 2024, which is expected to
further grow to RMB252.9 billion by 2029, according to CIC. E-commerce merchants’ demand
and willingness to pay for SaaS solutions are expected to rise continuously. In addition, the
growth of independent e-commerce SaaS providers is welcomed by e-commerce platforms as
these providers contribute to the expansion and upgrade of e-commerce infrastructure.
China’s E-commerce SaaS Market Overview
The e-commerce SaaS market in China has experienced rapid growth. The size of the
e-commerce SaaS market in China has grown at a CAGR of 15.4% from RMB7.3 billion in
2020 to RMB12.9 billion in 2024, and is expected to further grow at a CAGR of 17.6% to
RMB29.0 billion in 2029, according to CIC.
The major functions that e-commerce SaaS provides include ERP , customer relationship
management (“CRM”) and online store setup and management, among others.
 ERP enables enterprises to track business resources such as cash, raw materials,
production capacity as well as the status of business commitments including
e-commerce orders, procurement orders and inventory.
 CRM compiles data from customers and uses data analytics to effectively identify
and to better cater to the target audience’s demands, contributing to the growth of
sales.
 Online store setup and management through SaaS enables e-commerce merchants to
refine landing pages for marketing campaigns, to modify the store template and to
update products and categories in real time, easing the merchants’ operation and
allowing for great flexibility and customization in store interface.
 Other functions include sales and marketing management, data analytics, human
capital management and financial management, among others.
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Market size of China’s e-commerce SaaS market, by category, 2020-2029E
RMB billion
CAGR
2020-2024
CAGR
2024-2029E
18.9%ERP
CRM
Online store setup and management
Others
Total
21.5%
23.3% 18.0%
5.6% 12.4%
11.3% 16.3%
15.4% 17.6%
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
1.7 2.0 2.1 2.3 2.6 3.0 3.5 4.1
7.3
9.0 10.1
11.7
12.9
15.0
18.0
21.3
25.0
1.9 2.6 2.5 2.8 2.4 2.7 3.1 3.5
2.0
2.6 3.3 4.0 4.7 5.5
6.7
8.0
1.6
1.9 2.2
2.6 3.1
3.8
4.7
5.7
4.7 5.5
29.0
4.0
9.4
6.9
4.4
10.8
8.3
Source: CIC
E-commerce operation SaaS, with a market size of RMB10.4 billion in 2024, according
to CIC, is designed for streamlining workflows and improving efficiencies in the routine
operation of the e-commerce business, and mainly encompasses ERP , CRM, sales and
marketing management, data analytics, human capital management and financial management.
As one of the crucial systems for e-commerce operation, ERP integrates the core operating
processes in both internal and external management. The market size of e-commerce SaaS ERP
grew fast over the past five years and is expected to achieve the highest growth rate among all
e-commerce SaaS products in the next five years, attributable to merchants’ increasingly
complex and ever-changing needs in their daily operation and management.
E-COMMERCE SAAS ERP MARKET IN CHINA
E-commerce SaaS ERP is a cloud-based integrated management software designed for
e-commerce merchants, enabling them to achieve efficient, seamless and secure operations. It
comprises an array of functions including procurement management, order management,
inventory management, distribution management and financial management. E-commerce SaaS
ERP provides a unified management system, synchronizing merchants’ internal work processes
and connecting suppliers and customers across all platforms. The e-commerce SaaS ERP can
also automate merchants’ workflows and improve the productivity of employees, reducing
costs for merchants. As core functions of e-commerce SaaS, the solutions provided by SaaS
ERP address the common challenges faced by e-commerce merchants.
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Challenges Faced by E-commerce Merchants
 Cross-platform store management: With the diversification of e-commerce
platforms, merchants are in need of consolidating their operations across multiple
platforms to manage their inventory as a whole and maximize their exposure to
consumers. However, cross-platform operations can be chaotic and inefficient
without an integrated system.
 Large volume of orders and SKUs: The booming e-commerce market leads to
increasing volume of orders and SKUs. However, traditional ERP systems are not
adequately effective in promptly processing a large number of orders or managing
stock with voluminous SKUs, which are common in e-commerce business.
 Digitalization and data analysis: To seize market opportunities, it is essential for
e-commerce merchants to obtain a better understanding of market conditions, sales
patterns and consumer behaviors, among others. The evolving e-commerce market
condition requires merchants to refine operation management continuously in order
to stay efficient and profitable. Innovative e-commerce business models, such as
live-streaming, bring huge opportunities to merchants yet pose challenges to their
operation. E-commerce merchants, especially the small- or medium-sized ones,
usually lack the technical expertise or financial strength to perform operational data
analysis or handle large quantities of orders instantaneously on their own.
 Industry value chain coordination: E-commerce merchants are connected with
various upstream and downstream market participants, such as e-commerce
platforms, suppliers, and third-party logistics and warehousing service providers.
Without cloud-based solutions, e-commerce merchants can face challenges in
connecting and coordinating with these stakeholders along the value chain.
The Evolvement of E-commerce SaaS ERP in China
Stage of development Industry landscape
Early stage:
emergence of
e-commerce SaaS ERP
as an industry-specific
vertical market
ERP software was initially deployed on premises and
designed for traditional manufacturers and enterprises,
with functions commonly known as Production-Sales-
Inventories (PSI) management and scheduling. However,
they are not suitable for e-commerce merchants’ daily
operations that require processing a high volume of
orders, stock-keeping numerous SKUs, leveraging cross-
platform data analytics instantly and connecting various
external platforms and stakeholders.
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Stage of development Industry landscape
E-commerce SaaS ERP modifies traditional ERP
transaction processing functions to respond to
e-commerce merchants’ distinct needs, and has since
become an industry-specific vertical market that
differentiates itself from the traditional ERP solutions.
Growth stage:
integration of OMS and
WMS as standard core
functions
E-commerce SaaS ERP initially focused on basic
functions like order processing. Order Management
System (OMS) enables split, processing and fulfillment
of orders timely and automatically, improving
merchants’ productivity and reducing the costs.
A breakthrough in e-commerce SaaS ERP products was
the incorporation of Warehousing Management System
(WMS), which deals with inventory and logistics
management that naturally follows order processing.
Order-picking, packing, shipping and stocktaking can be
done automatically through WMS, which optimizes
space utilization and enhances the accuracy of operating
task coordination.
Expansion stage:
incorporation of more
functions to enable
collaboration
Driven by merchants’ demand for holistic resource
planning, it is expected that e-commerce SaaS ERP can
track the live status of business resources and
commitments with precision, and consolidate more
collaborative functions, such as financial management
and analysis, supply chain and distributor management,
procurement management and workflow management.
Drivers of E-commerce SaaS ERP
 Evolvement of E-commerce in China: As the e-commerce market matures,
merchants are facing challenges in navigating the diverse and complex operational
environment. They seek operation refinement constantly to stay competitive. The
emergence of innovative e-commerce channels and creative sales methods compel
merchants to upgrade their operations for smooth and efficient coordination with
emerging platforms. Nowadays, more than 50% of China’s e-commerce merchants
are operating on two or more e-commerce platforms. In addition, the increase of
logistics and warehousing service providers creates a strong demand for technical
solutions that well allocate resources along the industry value chain. E-commerce
SaaS ERP will be the key for merchants to address these rising challenges and to
improve decision-making.
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 Merchants’ increasing reliance on SaaS ERP and willingness to pay: As
e-commerce merchants benefit from improved operational efficiency, reduced cost
and grown sales, they have increasingly become reliant on SaaS ERP and willing to
pay for SaaS ERP . The number of paying customers of e-commerce SaaS ERP
increased at a CAGR of 17% from 2020 to 2024, which is significantly higher than
the growth rate of the total number of e-commerce merchants during the same
period. In particular, third-party e-commerce SaaS ERP has become a useful tool for
merchants across multiple platforms, offering advanced and useful features that
enable cross-platform operational management. With such reliance, the growth rate
of China’s SaaS ERP market is expected to further accelerate with relatively low
customer acquisition costs.
 Advancement of technology: The pervasiveness of the internet and the advancement
of technology lay a solid foundation for the future development of e-commerce SaaS
ERP . Enhancement of IT infrastructure and cloud computing capabilities is one of
China’s key national strategies. The transformation from on-premise deployment to
cloud services, the improving scalability and increasing stability of cloud services,
among others, are enabling easier and hassle-free use of e-commerce SaaS ERP , and
are the major technological contributors to the industry. Against this backdrop,
enterprises are expected to expedite their digital transformation, driving the
development of enterprise-level SaaS.
E-commerce SaaS ERP Market Overview in China
The e-commerce SaaS ERP market in China has been expanding rapidly during the past
few years. The size of the e-commerce SaaS ERP market in China in terms of merchant
spending grew at a CAGR of 18.9% from RMB1.6 billion in 2020 to RMB3.1 billion in 2024,
and is expected to further grow to RMB8.3 billion in 2029, more than 2.5 times that of 2024,
according to CIC. We believe the addressable market of our products is broad. In 2024, there
were over 27 million active e-commerce merchants in China, operating on over 300
e-commerce platforms and generating over 170 billion e-commerce orders. The penetration
rate of e-commerce SaaS ERP stayed relatively low at 1.6% in 2024, but is expected to grow
steadily as merchants’ business scale expands, the complexity of their operation increases and
their demands to consolidate online and offline business rise.
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Market size of China’s e-commerce SaaS ERP market, 2020-2029E
RMB billion
CAGR
2020-2024
CAGR
2024-2029E
18.9% 21.5%
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
1.6 1.9 2.2
3.1
2.6
3.8
4.7
5.7
6.9
8.3
Source: CIC
A small percentage of e-commerce merchants use traditional ERP instead of SaaS ERP .
Traditional ERP and SaaS ERP share similar functionalities, but SaaS ERP could provide
system updates over the air, which is a much smoother experience for merchants. By contrast,
it is practically difficult for traditional ERP , which is deployed on premise, to achieve such
features. Traditional ERP is usually selected by merchants who do not need the newest features
or who have significant demand for enhanced data security brought by on-premise deployment,
whereas SaaS ERP is aimed towards the general, broader e-commerce merchant group.
According to CIC, the market size of e-commerce traditional ERP in terms of merchant
spending was RMB0.12 billion in 2024, with an extremely low penetration rate of less than
0.1%, and is expected to grow at a CAGR of 5.9% to RMB0.16 billion in 2029.
COMPETITIVE LANDSCAPE
The Company is China’s largest e-commerce SaaS ERP provider in terms of relevant
revenue in 2024, taking up to 24.4% of the market share, exceeding the combined market share
of the second through the fifth largest players, according to CIC. The Company is also the
largest e-commerce operation SaaS provider in China in terms of revenue, with a market share
of 8.7% in 2024, according to CIC. All of the top five e-commerce SaaS ERP providers in
China have been focusing on e-commerce from the initial setup, instead of rooting from
traditional ERP .
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Competitive landscape of China’s e-commerce SaaS ERP providers, 2024
Ranking Player
Relevant revenue in
2024, RMB million
Market share in terms
of revenue in 2024
1 Our Company 765 24.4%
2 Company A 1 370 11.8%
3 Company B 2 162 5.2%
4 Company C 3 138 4.4%
5 Company D 4 88 2.8%
Source: CIC
Notes:
1. Company A is a private company headquartered in Beijing and was founded in 2011. It focuses on offering
e-commerce SaaS ERP , along with other e-commerce and physical retail SaaS such as procurement and
distribution management systems.
2. Company B is a private company headquartered in Hangzhou and was founded in 2005. It focuses on offering
e-commerce SaaS ERP , along with software for physical retailers such as online-to-offline store management
and supply chain management.
3. Company C is a China-listed company headquartered in Hangzhou and was founded in 2013. It offers a variety
of e-commerce SaaS, including product and order management, sales and marketing management and ERP ,
among others.
4. Company D is a private company headquartered in Shanghai and was founded in 2013. It focuses on offering
e-commerce SaaS ERP , as well as ERP for physical retailers.
In addition to ERP SaaS provider, China’s e-commerce SaaS market also includes
providers of CRM, online store setup and management, sales and marketing management, data
analytics, human capital management and financial management. The Company is also China’s
second largest e-commerce SaaS provider in terms of relevant revenue in 2024.
KEY SUCCESS FACTORS
 E-commerce industry and ERP know-how: The e-commerce industry features
complex operations, a large amount of information flow and changing customers’
demands. Especially in China, the e-commerce industry evolves rapidly and
consumer behavior patterns change from time to time. ERP also comprises a
complex array of modules and requires expertise in constructing a comprehensive
system. Therefore, e-commerce industry insights and ERP technical know-how are
critical for the success of e-commerce SaaS ERP products.
 Advanced and user-friendly product offering: An effective and easy-to-use SaaS
ERP system is the key to solving the challenges faced by the merchants. An
advanced ERP product offering empowers merchants to efficiently coordinate
internal workflow, smoothly connect with external parties and fulfill their
commitment to customers. User-friendly SaaS ERP products provide merchants with
intuitive experience in their daily operations.
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 Expansibility of solutions and features: Capability of expanding the range of
functions is crucial for e-commerce SaaS ERP products to stay competitive. Flexible
and synergistic modules that can be easily integrated with other SaaS products can
be extra value-adding for e-commerce merchants and thus win customers.
 Technical capabilities: Technical capabilities are crucial for SaaS solution
providers. In light of the rapidly evolving SaaS industry, the abilities to keep abreast
of the developing technologies to ensure smooth system operation and fast data
processing are critical to the players in the SaaS ERP industry.
 Sales and customer service: Rapid deployment and customer training are essential
to the success of an e-commerce SaaS ERP solution. Experienced sales personnel
can accurately locate suitable products for customers and obtain orders efficiently.
Thus, orientation and basic training are instrumental for the merchants to fully
discover the potential of the SaaS ERP solution and benefit from it. A successful
SaaS ERP provider must ensure full coverage of sales, implementation and
after-sales service to attract and retain customers.
SOURCES OF INFORMATION
We commissioned China Insights Industry Consultancy Limited, an independent market
research and consulting firm, to provide an analysis of, and to produce a report (the “CIC
Report”) on China’s e-commerce SaaS ERP market. China Insights Industry Consultancy
Limited, founded in Hong Kong, provides professional services including, among others,
industry consulting, commercial due diligence and strategic consulting. We have agreed to pay
a fee of RMB1,320,000 to China Insights Industry Consultancy Limited in connection with the
preparation of the CIC Report. The report was prepared independent of the influence of us and
other interested parties. We have extracted certain information from the CIC Report in this
section, as well as elsewhere in this Prospectus, to provide our potential investors with a more
comprehensive presentation of the industry in which we operate.
During the preparation of the CIC Report, China Insights Industry Consultancy Limited
performed both primary and secondary research, and obtained knowledge, statistics,
information on and industry insights into China’s e-commerce SaaS ERP market. Primary
research involved interviewing key industry experts and leading industry participants.
Secondary research involved analyzing data from various publicly available data sources.
The market projections in the CIC Report are based on the following assumptions: (i) the
overall social, economic and political environment in China is expected to remain stable during
the forecast period; (ii) relevant key drivers, such as the development of China’s e-commerce
industry, the increasing reliance on digital tools and the advancement of technology, are likely
to drive the continued growth of China’s e-commerce SaaS ERP market throughout the forecast
period; and (iii) there is no extreme force majeure or unforeseen industry regulation in which
the industry may be affected in either a dramatic or fundamental way. All forecasts in relation
to market size are based on the general economic conditions as of the Latest Practicable Date.
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This section sets out summaries of certain aspects of PRC laws and regulations, which are
relevant to our business operations.
REGULATIONS AND POLICIES ON COMPUTER SOFTW ARE
In accordance with the Regulations on the Protection of Computer Software (ၑዚழ
ᚐૢԷ) promulgated by the State Council on June 4, 1991 and last amended on March
2013, Chinese citizens, legal persons or other entities own the copyright in software developed
by them, including the right of publication, right of authorship, right of modification, right of
reproduction, distribution right, rental right, right of communication through network,
translation right and other rights that software copyright owners shall have, regardless of
whether such software has been published.
In accordance with the Measures for the Registration of Computer Software Copyright
() promulgated by the National Copyright Administration on
April 1992 and last amended on February 2002, software copyrights, exclusive licensing
contracts for software copyrights and software copyright transfer contracts may be registered,
and the National Copyright Administration shall be the competent authority for the
administration of software copyright registration and designates the Copyright Protection
Center of China as a software registration authority. The Copyright Protection Center of China
shall grant a registration certification to a computer software copyright applicant who complies
with regulations.
The Several Policies on Further Encouraging the Development of the Software and the
Integrated Circuit Industries (ഄ)
which was promulgated by the State Council on January 28, 2011 and came into effect on the
same date specifies a series of policies on tax preference, promotion of investment, scientific
research, talent support, intellectual properties for the software industry. Furthermore, the
Several Policies on Promoting the High-quality Development of the Integrated Circuit
Industries and the Software Industries in the New Era (ආණϓཥ༩ପุձழ΁ପุ
ഄ) which was promulgated by the State Council on July 27, 2020 and
came into effect on the same date sets forth further policies on tax preference, promotion of
investment, research and development, import and export, talent support, intellectual
properties for the software industry.
REGULATIONS ON FOREIGN INVESTMENT IN THE PRC
Foreign Investment Industrial Policy
Investments activities in China by foreign investors are principally governed by the
Encouraged Industries Catalog for Foreign Investment (2022 version) ( ོᎸ̮ਠҳ༟ପุͦ
፽(2022و)) (the “ Catalog ”) which was promulgated by the MOFCOM and the NDRC on
October 26, 2022 and became effective on January 1, 2023 and the Special Administrative
Measures for Foreign Investment Access (Negative List 2024) (݄
(૶ఊ)(2024و)) (the “ Negative List (2024) ”), which was promulgated by the
REGULATIONS
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MOFCOM and the NDRC on September 6, 2024 and became effective on November 1, 2024.
The Catalog and the Negative List (2024) set forth the industries in which foreign investments
are encouraged, restricted and prohibited. Industries that are not listed in any of these three
categories are generally open to foreign investment unless otherwise specifically restricted by
other PRC rules and regulations.
As advised by our PRC Legal Advisor, according to the Negative List (2024), our current
main business (i.e. providing e-commerce SaaS ERP products and related services) does not
fall within the “prohibited” or “restricted” category.
PRC Foreign Investment Law and its Implementation Rules
On March 15, 2019, the National People’s Congress promulgated the PRC Foreign
Investment Law (), which came into effect on January 1, 2020
and replaced the previous major laws and regulations governing foreign investment in the PRC,
including the Law on Sino-Foreign Equity Joint V entures ( ʕശɛ͏΍ձ਷ʕ̮Υ༟຾ᐄΆ
), the Law on Sino-Foreign Cooperative Joint V entures ( ʕശɛ͏΍ձ਷ʕ̮ΥЪ຾
), and the Law on Wholly Foreign-Owned Enterprises ( ʕശɛ͏΍ձ਷̮༟Άุ
), together with their implementation rules and ancillary regulations. According to the
PRC Foreign Investment Law, “foreign-invested enterprises” refers to enterprises that are
wholly or partly invested by foreign investors and registered under the PRC laws within China,
and “foreign investment” refers to any foreign investor’s direct or indirect investment activities
in China, including: (i) establishing foreign-invested enterprises in China either individually or
jointly with other investors; (ii) obtaining stock shares, equity shares, shares in properties or
other similar interests of Chinese domestic enterprises; (iii) investing in new projects in China
either individually or jointly with other investors; and (iv) investing through other methods
provided by laws, administrative regulations or provisions prescribed by the State Council.
On December 26, 2019, the State Council issued Regulations on Implementing the
Foreign Investment Law of PRC (ૢԷ) (the
“Implementation Rules ”) which came into effect on January 1, 2020, and replaced the
Regulations on Implementing the Law on Sino-Foreign Equity Joint V entures ( ʕശɛ͏΍
ૢԷ), the Provisional Regulations on the Duration of Sino-
Foreign Equity Joint V entures (), the Detailed Rules
for Implementing the Law on Sino-Foreign Cooperative Joint V entures ( ʕശɛ͏΍ձ਷ʕ
) and the Detailed Rules for the Implementing the Law on
Wholly Foreign-owned Enterprises (). According to
the Implementation Rules, in the event of any discrepancy between the PRC Foreign
Investment Law, the Implementation Rules and the relevant provisions on foreign investment
promulgated prior to January 1, 2020, the PRC Foreign Investment Law and the
Implementation Rules shall prevail. The Implementation Rules also set forth that, foreign
investors that invest in sectors on the Negative List (2024) in which foreign investment is
restricted shall comply with special management measures with respect to, among others,
shareholding and senior management personnel qualification in the Negative List (2024).
Pursuant to the PRC Foreign Investment Law and the Implementation Rules, the existing
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foreign-invested enterprises established prior to the effective date of the Foreign Investment
Law are allowed to keep their corporate organization forms for five years from the
effectiveness of the Foreign Investment Law before such existing foreign-invested enterprises
change their organization forms and organization structures in accordance with the Company
Law, the Partnership Enterprise Law of the PRC () and other
applicable laws.
On December 30, 2019, the MOFCOM and the State Administration for Market
Regulation (the “ SAMR ”), jointly promulgated the Measures on Reporting of Foreign
Investment Information (), which came into effect on January 1,
2020, and has replaced the Interim Measures for the Administration of Record-filing of the
Establishment and Changes in Foreign-Invested Enterprises (ࣩ
). Foreign investors or foreign-invested enterprises shall submit investment
information to the commerce administrative authorities through the Enterprise Registration
System ( Άุ೮াӻ୕) and the National Enterprise Credit Information Publicity System (࢕
ʮͪӻ୕).
On December 19, 2020, the NDRC and the MOFCOM jointly promulgated the Measures
on the Security Review of Foreign Investment (), effective on
January 18, 2021, setting forth provisions concerning the security review mechanism on
foreign investment, including the types of investments subject to review, review scopes and
procedures, among others. The Office of the Working Mechanism of the Security Review of
Foreign Investment (܃the “ Office of the Working
Mechanism ”) is established under the NDRC, who lead the task together with the MOFCOM.
Foreign investor or relevant parties in China must declare the security review to the Office of
the Working Mechanism prior to (i) the investments in the military industry, military industrial
supporting and other fields relating to the security of national defense, and investments in areas
surrounding military facilities and military industry facilities; and (ii) investments in important
agricultural products, important energy and resources, important equipment manufacturing,
important infrastructure, important transport services, important cultural products and services,
important information technology and internet products and services, important financial
services, key technologies and other important fields relating to national security, and obtain
control in the target enterprise. Control exists when the foreign investor (i) holds over 50%
equity interests in the target, (ii) has voting rights that can materially impact on the resolutions
of the board of directors or shareholders meeting of the target even when it holds less than 50%
equity interests in the target, or (iii) has material impact on target’s business decisions, human
resources, accounting and technology.
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REGULATIONS ON V ALUE-ADDED TELECOMMUNICATIONS SERVICES
On September 25, 2000, the State Council promulgated the Telecommunications
Regulations of the PRC (ૢԷ) (the “ Telecom Regulations ”), which
was amended on July 29, 2014 and February 6, 2016. The Telecom Regulations is the primary
PRC law governing telecommunications services and sets out the general regulatory framework
for telecommunications services provided by PRC companies. The Classification Catalog of
Telecommunication Services (2015 V ersion) (ุਕʱᗳͦ፽(2015و)) (the
“Catalog ”) was issued as an attachment to the Telecom Regulations and most recently
amended on June 6, 2019.
According to the Telecom Regulations and the Catalog, value-added telecommunications
services (ุਕ) refers to the telecommunications and information services provided
through the public network infrastructure, the cloud computing services (ਕ
ุਕ) and the online data processing and transaction processing services (׸
ஈଣุਕ) belong to the value-added telecommunications services (ุਕ).
As of the Latest Practicable Date, we primarily derive revenue from: (i) offering SaaS
products, which primarily include: (1) e-commerce SaaS ERP products, which provides Order
Management System (OMS), Warehousing Management System (WMS), Procurement
Management System (PMS) and Distribution Management System (DMS), among others; and
(2) other e-commerce operation SaaS products, which equip e-commerce participants with
financial accounting, management reporting and analytics, workflow management, wholesale
market procurement, among others; (ii) selling e-commerce supportive equipment, such as
PDAs, barcode printers and scanners; and (iii) providing promotion services through the sales
force for products of other companies. Among the above, the services in items (ii) and (iii) are
not provided through the public network infrastructure.
Based on the consultation with the MIIT via the public hotline published on the official
website of the MIIT on January 3, 2024, since (i) the SaaS ERP products and other SaaS
products developed and offered by us are mainly deployed and delivered via third-party cloud
servers, and we do not operate cloud servers by ourselves, and (ii) our customers only purchase
and use these SaaS products but do not participate in the developments of such SaaS products,
according to the Telecom Regulations and the Catalog, our offering of SaaS products does not
involve the provision of the value-added telecommunications services (ุਕ)
(including the cloud computing services (ਕุਕ) and the online data
processing and transaction processing services (ஈଣุਕ)).
Based on the above, as advised by our PRC Legal Advisor, our current main business does
not involve the provision of the cloud computing services (ਕุਕ) and the
online data processing and transaction processing services (ஈଣุਕ).
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REGULATIONS ON INTERNET INFORMATION SECURITY AND PRIV ACY
PROTECTION
Cyber Security
The Provisions on Technological Measures for Internet Security Protection ( ʝᑌၣτ
), published by the Ministry of Public Security on December 13, 2005
and became effective on March 1, 2006, requires internet service providers to keep records of
certain information about their users (including user registration information, log-in and
log-out times, IP addresses, content and time of posts by users) for at least 60 days. Under the
PRC Cybersecurity Law, network operators must also report any instances of public
dissemination of prohibited content. If a network operator fails to comply with such
requirements, the PRC government may revoke its license and shut down its websites.
The SCNPC, China’s national legislative body, enacted the Decisions on the Maintenance
of Internet Security () on December 28, 2000 and amended
them on August 27, 2009 that may subject persons to criminal liabilities in China for any
attempt to use the internet to: (i) gain improper entry to a computer or system of strategic
importance; (ii) disseminate politically disruptive information; (iii) leak state secrets; (iv)
spread false commercial information or (v) infringe upon intellectual property rights. In 1997,
the Ministry of Public Security issued the Administration Measures on the Security Protection
of Computer Information Network with International Connections (ၣഖ਷ყᑌ
) which was amended in 2011 and prohibits using the internet to leak
state secrets or to spread socially destabilizing materials.
On July 1, 2015, the Standing Committee of the National People’s Congress issued the
National Security Law (), which became effective on the same day. The
National Security Law provides that the state shall safeguard the sovereignty, security and
cyber security development interests of the state, and that the state shall establish a national
security review and supervision system to review, among other things, foreign investment, key
technologies, internet and information technology products and services, and other important
activities that are likely to impact the national security of China.
Pursuant to the Ninth Amendment to the Criminal Law of the PRC ( ʕശɛ͏΍ձ਷Α
ࣩ(ɘ)) issued by the Standing Committee of the National People’s Congress (the
“SCNPC ”) on August 29, 2015, effective on November 1, 2015, any internet services provider
that fails to fulfill the obligations related to internet content security as required by applicable
laws and refuses to take corrective measures, will be subject to criminal liability for (i) any
large-scale dissemination of illegal information; (ii) any severe effect due to the leakage of
users’ personal information; (iii) any serious loss of evidence of criminal activities; or (iv)
other severe situations, and any individual or entity that (i) sells or provides personal
information to others unlawfully or (ii) steals or illegally obtains any personal information will
be subject to criminal liability in severe situations.
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The PRC Cybersecurity Law (), which was promulgated
on November 7, 2016 by the SCNPC and came into effect on June 1, 2017, provides that
network operators shall meet their cyber security obligations and shall take technical measures
and other necessary measures to protect the safety and stability of their networks. Under the
PRC Cybersecurity Law, network operators are subject to various security protection-related
obligations, including: (i) network operators shall comply with certain obligations regarding
maintenance of the security of internet systems; (ii) network operators shall verify users’
identities before signing agreements or providing certain services such as information
publishing or real-time communication services; (iii) when collecting or using personal
information, network operators shall clearly indicate the purposes, methods and scope of the
information collection, the use of information collection, and obtain the consent of those from
whom the information is collected; (iv) network operators shall strictly preserve the privacy of
user information they collect, and establish and maintain systems to protect user privacy; (v)
network operators shall strengthen management of information published by users, and when
they discover information prohibited by laws and regulations from publication or
dissemination, they shall immediately stop dissemination of that information, including taking
measures such as deleting the information, preventing the information from spreading, saving
relevant records, and reporting to the relevant governmental agencies. In addition, the PRC
Cybersecurity Law requires that critical information infrastructures operators generally shall
store, within the territory of the PRC, the personal information and important data collected
and produced during their operations in the PRC and their purchase of network products and
services that affect or may affect national securities shall be subject to national cybersecurity
review. As the SaaS ERP provider, we are considered to be network operators and shall be
correspondingly applicable to the PRC Cybersecurity Law.
To comply with the PRC Cybersecurity Law, we only provide SaaS ERP services to users
who have verified their identity, requires customers to agree to privacy policy and user
agreement when registering and logging in and only collect and process customer information
after obtaining customer authorization and consent. Our SaaS ERP system has currently
obtained the Filing Certificates for Information System Security Protection (Level III) after
completing information security protection certification and relevant filings with relevant
authority about Level III Information Security Protection. Furthermore, the data of the SaaS
ERP system is only stored within China, and the Group has taken strict security measures to
protect customer information. In summary, as network operators, we has fulfilled main
obligations under the PRC Cybersecurity Laws during on our business operation.
On July 30, 2021, the State Council promulgated the Regulations on Security Protection
of Critical Information Infrastructures (ᚐૢԷ) (the “CIIO
Regulation”), which took effect on September 1, 2021 and provide that “critical information
infrastructures” shall mean any important network facilities or information systems of
important industries or fields such as public communication and information service, energy,
communications, water conservation, finance, public services, e-government affairs and
national defense science, and any other important network facilities or information systems
which may endanger national security, people’s livelihood and public interest in case of
damage, function loss or data leakage. In addition, relevant administration departments of each
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critical industry and sector, or Protection Departments, shall be responsible to formulate
eligibility criteria and determine the critical information infrastructure operator in the
respective industry or field. The operators shall be informed about the final determination as
to whether they are categorized as critical information infrastructure operators. As of the Latest
Practicable Date, we have not received any notification from relevant regulatory authorities of
identifying the company as an information infrastructures operators. The regulations further
require critical information infrastructures operators, among others, (i) to report to the
competent Protection Departments in a timely manner when the identification result may be
affected due to material changes in the critical information infrastructures; (ii) to plan,
construct or put into use the security protection measures and the critical information
infrastructures simultaneously; and (iii) to report to the competent Protection Departments in
a timely manner in the event of merger division or dissolution, and deal with critical
information infrastructures as required by the competent Protection Departments. Operators in
violation of the regulations may be ordered to rectify, subject to warnings, fines and other
administrative penalties or even criminal liabilities, and the directly responsible personnel in
charge may also be imposed on fines or other liabilities. On December 28, 2021, the CAC, the
NDRC, the Ministry of Industry and Information Technology (“MIIT”), and several other
administrations jointly promulgated the Review Measures, which became effective on February
15, 2022. The Review Measures has replaced its previous version promulgated on April 13,
2020. According to the Review Measures, (i) when the purchase of network products and
services by a critical information infrastructures operator or the data processing activities
conducted by a network platform operator affect or may affect national security, a
cybersecurity review shall be conducted pursuant to the Review Measures. The aforesaid
operators shall file for a cybersecurity review with Cybersecurity Review Office under the
CAC if their behavior affects or may affect national security; (ii) an application for
cybersecurity review shall be made by an issuer who is a network platform operator holding
personal information of more than one million users before such issuer applies to list its
securities on a foreign stock exchange; and (iii) the relevant PRC governmental authorities may
initiate a cybersecurity review if such governmental authorities determine that network
products or services, or data processing activities affect or may affect national security.
Cybersecurity reviews focus on assessing the following national security risks factors
associated with relevant objects or circumstances: (i) the risk of illegal control, interference or
destruction of critical information infrastructure, arising from the purchase and utilization of
network products and services; (ii) the harm on the business continuity of critical information
infrastructure incurring from a disruption of network products and services supply; (iii) the
safety, openness, transparency, diversity of sources of network products and services; the
reliability of suppliers; and the risk of supply disruption due to political, diplomatic, trade and
other reasons; (iv) the level of compliance with the PRC laws, administrative regulations and
ministry rules of the suppliers of network products and services; (v) the risk of core data,
important data or a large amount of personal information being stolen, leaked, destroyed, and
illegally used or illegally exited the country; (vi) the risk of critical information infrastructure,
core data, important data or a large amount of personal information being affected, controlled,
or maliciously used by foreign governments and the network information security risk in
relation to listing abroad; and (vii) other factors that may harm critical information
infrastructure, cyber security and/or data security.
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On November 14, 2021, the CAC publicly solicited opinion on the Regulations on the
Administration of Cyber Data Security (Draft for Comments) ( ၣഖᅰኽτΌ၍ଣૢԷ(ᅄӋ
จԈᇃ)) (the “Draft Data Security Regulations”), which is not the adopted formal version
and is subject to be further finalized. The Draft Data Security Regulations provides that data
processors conducting the following activities shall apply for cybersecurity review: (i) the
merger, reorganization or separation of internet platform operators that have acquired a large
number of data resources related to national security, economic development or public
interests, which affects or may affect national security; (ii) data processors that handle the
personal information of more than one million people intends to be listed in foreign countries;
(iii) the data processor intends to be listed in Hong Kong, which affects or may affect national
security; (iv) other data processing activities that affect or may affect national security. It also
provides that the operators of large internet platforms that set up headquarters, operation
centers or R&D centers overseas shall report to the national cyberspace administration and
other competent authorities. On September 24, 2024, the State Council promulgated the
Regulations on the Administration of Cyber Data Security ( ၣഖᅰኽτΌ၍ଣૢԷ) (the
“Data Security Regulations”), which is the adopted final version of this regulation. The Data
Security Regulations is applicable to network data processing activities and the security
supervision and administration thereof conducted within the territory of the PRC and took
effect on January 1, 2025. It stipulates that data processors engaging in data processing
activities that affect or may affect national security shall be subject to cyber security review
in accordance with relevant laws and regulations and do not include the content related to
cybersecurity review for listings in Hong Kong that as presented in the foregoing sub paragraph
(iii) of the Draft Data Security Regulations. Furthermore, the Data Security Regulations
include, but are not limited to, the following provisions: (i) the Data Security Regulations
provide specific guidelines to clarify the PIPL regarding notification, consent, and individuals’
rights; (ii) the Data Security Regulations outline the requirements for establishing an important
data catalog and stipulate the responsibilities of network data processors to identify and report
important data; (iii) the Data Security Regulations optimize regulations for cross-border data
security management, specifying conditions under which network data processors may provide
personal information abroad. The regulations clarify that data not identified or publicly
disclosed as important data by relevant regions or departments need not undergo cross-border
security assessments for important data; (iv) the Data Security Regulations set forth network
data security protection requirements for network platform service providers, third-party
product and service providers, and other relevant entities. As we provide SaaS ERP software
services to our customers, the Data Security Regulations will be applicable to us. Based on the
consultation via the hotline published by the CAC on a named basis on behalf of us on May
8, 2023 with the staff of the CCRC conducted by our PRC Legal Advisor, we do not need to
apply for a cybersecurity review for listing in Hong Kong.
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Data Security
On May 28, 2020, the National People’s Congress adopted the Civil Code ( ʕശɛ͏
Պ), which came into effect on January 1, 2021. Pursuant to the Civil Code, the
personal information of a natural person shall be protected by the law. Any organization or
individual shall legally obtain such personal information of others when necessary and ensure
the safety of such information, and shall not illegally collect, use, process or transmit personal
information of others, or illegally purchase or sell, provide or make public personal
information of others.
On June 10, 2021, the SCNPC promulgated the PRC Data Security Law ( ʕശɛ͏΍
), which became effect in September 2021. The PRC Data Security Law
provides for data security and privacy obligations on entities and individuals carrying out data
activities and introduces a data classification and hierarchical protection system based on the
importance of data in economic and social development, as well as the degree of harm it will
cause to national security, public interests, or legitimate rights and interests of individuals or
organizations when such data is tampered with, destroyed, leaked, or illegally acquired or used.
The appropriate level of protection measures is required to be taken for each respective
category of data. For example, a processor of important data shall designate the personnel and
the management body responsible for data security, carry out risk assessments for its data
processing activities and file the risk assessment reports with the competent authorities. In
addition, the PRC Data Security Law provides a national security review procedure for those
data activities which affect or may affect national security and imposes export restrictions on
certain data and information.
On December 8, 2022, the MIIT promulgated the Measures for Data Security
Management in the Industrial and Information Technology Sector (Trial) (ʷჯਹ
ج(༊Б)), which came into effect on January 1, 2023. The Measures for
Data Security Management in the Industrial and Information Technology Sector (Trial) makes
detailed provisions on classified and tiered data management, data life cycle security
management, data security monitoring and early warning and contingency management. It
clearly stipulates that the data in the industrial and information fields can be divided into three
levels: general data, important data and core data, and stipulates that the data processors in the
industrial and information fields have the obligation to file with the relevant authorities their
catalogs of important data and core data recognized in accordance with the identification
criteria for important data and core data in industrial and information technology sector
published by the MIIT.
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Furthermore, on July 7, 2022, the CAC promulgated the Measures for Evaluating the
Security of Transmitting Data Overseas () which became effective
on September 1, 2022. Such Measures for Evaluating the Security of Transmitting Data
Overseas require data processors to apply for a security assessment on data export in one of
the following scenarios: (i) where a data processor provides important data abroad; (ii) where
a critical information infrastructure operator or a data processor who processes the personal
information of one million or more individuals transfers such personal information abroad; (iii)
where a data processor has provided personal information of 100,000 individuals or sensitive
personal information of 10,000 individuals in total abroad since January 1 of the previous year;
and (iv) other circumstances prescribed by the CAC for which declaration for security
assessment for outbound data transfers is required.
In addition, on February 22, 2023, Cyberspace Administration of China promulgated
Measures for the Standard Contract for Outbound Transfer of Personal Information (ڦ
),which came into effect on June 1, 2023. Pursuant to Measures for the
Standard Contract for Outbound Transfer of Personal Information, personal information
processor transferring personal information abroad shall conclude Standard Contract if satisfy
all the following conditions: (1) the data processor who intends to transfer personal
information abroad is not a critical information infrastructure operator; (2) the data processor
processes personal information of less than one million individuals; (3) the data processor has
cumulatively transferred abroad the personal information of less than 100,000 individuals since
January 1 of the previous year; and (4) the data processor has cumulatively transferred abroad
the sensitive personal information of less than 10,000 individuals since January 1 of the
previous year.
On March 22, 2024, the CAC promulgated the Regulations on Promoting and Regulating
Cross-Border Data Flow (), which came into effect from the
date of promulgation. The regulations provide several exemptions for enterprises from the need
to conduct data security assessments, obtain personal information protection certifications, or
enter into standard contracts for the export of personal information. These exemptions include,
but are not limited to, situations where data processors other than operators of critical
information infrastructure have provided personal information (excluding sensitive personal
information) to overseas recipients for less than 100,000 individuals since January 1 of the
current year and where it is necessary for the data processors to provide personal information
to oversea recipients in order to establish or fulfill contracts in which an individual is a party,
such as cross-border shopping, cross-border shipping, cross-border remittances, cross-border
payments, cross-border account opening, flight and hotel reservations, visa processing,
examination services, etc. Data processors other than operators of critical information
infrastructure who have provided (a) personal information (excluding sensitive personal
information) to overseas recipients for more than 100,000 but less than 1,000,000 individuals,
or (b) sensitive personal information for less than 10,000 individuals since January 1 of the
current year, shall enter into standard contracts for the export of personal information or obtain
personal information protection certifications with the overseas recipients in accordance with
the law. The regulations also explicitly stipulate that data processors are not required to declare
a data export security assessment for data that has not been notified or publicly released as
important data by relevant departments or regions.
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Personal Information Protection
In recent years, PRC government authorities have enacted laws and regulations on
internet use to protect personal information from any unauthorized disclosure. Under the
Several Provisions on Regulating the Market Order of Internet Information Services ( ஝ᇍ
), issued by the MIIT in December 2011 and effective as
of March 2012, an internet information service provider may not collect any user personal
information or provide any such information to third parties without the specific consent of the
user. An internet information service provider must expressly inform the users of the method,
content and purpose of the collection and processing of such user personal information, and
may only collect such information necessary for the provision of its services.
Pursuant to the Decision on Strengthening the Protection of Online Information (׵
), which was issued by the SCNPC and took effect in December 28,
2012, and the Order for the Protection of Telecommunication and Internet User Personal
Information (), which was issued by the MIIT in
2013, any collection and use of a user’s personal information must be subject to the consent
of the user, be legal, rational and necessary and be limited to specified purposes, methods and
scopes. An internet content service provider must also keep such information strictly
confidential, and is further prohibited from divulging, tampering or destroying any such
information, or selling or providing such information to other parties. A telecommunication
services provider is required to take technical and other measures to prevent the collected
personal information from any unauthorized disclosure, damage or loss. Any violation of these
laws and regulations may subject the internet content service provider to warnings, fines,
confiscation of illegal gains, revocation of licenses, cancelation of filings, closedown of
websites or even criminal liabilities.
Interpretations of the Supreme People’s Court and the Supreme People’s Procuratorate on
Several Issues Concerning the Application of Law in the Handling of Criminal Cases Involving
Infringement of Personal Information (ࡈ
༆ᙑ), issued on May 8, 2017 and effective on June 1,
2017, specified certain standards for the conviction and sentencing of the criminals in relation
to personal information infringement.
On April 10, 2019, the Ministry of Public Security issued the Guide for Internet Personal
Information Security Protection (), which sets out the
management mechanism, security technical measures and business processes for personal
information security protection. This Guide is applicable to personal information holders in
carrying out their security protection work during personal information life cycle processing.
It is applicable to enterprises that provide services through the internet, as well as to
organizations or individuals who use a private or non-networked environment to control and
process personal information.
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On August 20, 2021, the SCNPC promulgated the PRC Personal Information Protection
Law () (the “PIPL”), which took effect from November 1,
2021. Pursuant to the PIPL, personal information refers to the information related to an
identified or identifiable individual recorded electronically or by other means, excluding the
anonymized information, and processing of personal information includes among others, the
collection, storage, use, handling, transmission, provision, disclosure, deletion of personal
information. The PIPL explicitly sets forth the circumstances where it is allowed to process
personal information, including (i) the consent from the individual has been obtained; (ii) it is
necessary for the conclusion and performance of a contract under which an individual is a
party, or it is necessary for human resource management in accordance with the labor related
rules and regulations and the collective contracts formulated or concluded in accordance with
laws; (iii) it is necessary to perform statutory duties or statutory obligations; (iv) it is necessary
to respond to public health emergencies, or to protect the life, health and property safety of
individuals in emergencies; (v) carrying out news reports, public opinion supervision and other
acts for the public interest, and processing personal information within a reasonable scope; (vi)
processing personal information disclosed by individuals or other legally disclosed personal
information within a reasonable scope in accordance with this law; or (vii) other circumstances
stipulated by laws and administrative regulations. In addition, this law emphasizes that
individuals have the right to withdraw their consent to process their personal information, and
the processors must not refuse to provide products or services on the grounds that the
individuals do not agree to the processing of their personal information or withdraw their
consent, unless processing of personal information is necessary for the provision of products
or services. Before processing the personal information, the processors should truthfully,
accurately and completely inform individuals of the following matters in a conspicuous manner
and in clear and easy-to-understand language: (i) the name and contact information of the
personal information processor; (ii) the purpose of processing personal information, processing
method, type of personal information processed, and the retention period; (iii) methods and
procedures for individuals to exercise their rights under this law; (iv) other matters that should
be notified according to laws and administrative regulations. Furthermore, the law provides
that personal information processors who use personal information to make automated
decisions should ensure the transparency of decision-making and the fairness and impartiality
of the results, and must not impose unreasonable differential treatment on individuals in terms
of transaction prices and other transaction conditions.
In addition to the aforementioned general rules, the PIPL also introduces the rules for
processing sensitive personal information, which refers to the personal information that, once
leaked or illegally used, can easily lead to the infringement of the personal dignity of natural
persons or harm personal and property safety, including biometrics, religious beliefs, specific
identities, medical health, financial accounts, whereabouts and other information, as well as
personal information of minors under the age of fourteen. Personal information processors can
process sensitive personal information only if they have a specific purpose and sufficient
necessity, and take strict protective measures. In addition, the law provides rules for
cross-border provision of personal information. In particular, it is provided that the operators
of critical information infrastructures and the personal information processors that process
personal information up to the number prescribed by the national cyberspace administration
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shall store personal information collected and generated within the PRC. If it is really
necessary to provide such personal information overseas, they shall pass the security
assessment organized by the national cyberspace administration or shall have been certified by
a specialized institution in respect of the protection of personal information in accordance with
the provisions of the State cyberspace administration or shall have concluded a contract with
an overseas recipient in accordance with the standard contract developed by the State
cyberspace administration to specify the rights and obligations of both parties, except as
otherwise stipulated by laws, administrative regulations and the national cyberspace
administration. Any processor in violation of this law may be subject to administrative
penalties including rectifications, warnings, fines, confiscation of illegal gains, suspension of
the apps illegally processing personal information or suspension of the relevant business,
revocation of business operation permits or business licenses, civil liabilities or even criminal
liabilities. The directly responsible personnel in charge and other directly responsible
personnel may be imposed with fines and prohibited from serving as directors, supervisors,
senior management personnel and personal information protection officers of related
companies within a certain period of time.
On February 12, 2025, the Cyberspace Administration of China issued the Administrative
Measures for the Compliance Audit of Personal Information Protection (ᚐΥ஝
), which took effect on May 1, 2025. According to the Administrative
Measures for the Compliance Audit of Personal Information Protection, the term “compliance
audit of personal information protection” refers to supervisory activities that review and
evaluate whether the personal information processing activities of personal information
processors comply with laws and administrative regulations. Personal information processors
that process the personal information of more than 10 million individuals shall carry out the
compliance audit of personal information protection at least every two years. Personal
information processors in any of the following circumstances may be required by the
Cyberspace Administration of China and other departments performing personal information
protection duties (hereinafter collectively referred to as the “ Protection Departments ”) to
entrust a professional agency to conduct a compliance audit of their personal information
processing activities: (i) Where significant risks are identified in the personal information
processing activities that severely impact individual rights or lack adequate security measures;
(ii) Where the personal information processing activities may infringe upon the rights and
interests of a large number of individuals; (iii) In the event of a personal information security
incident resulting in the leakage, tampering, loss, or destruction of personal information of
more than 1 million individuals or sensitive personal information of more than 100,000
individuals.
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REGULATIONS ON CONTRACT PERFORMANCE
Pursuant to the Civil Code (Պ), the parties shall perform their
respective obligations as agreed. If any party fails to perform its obligations under a contract
or performs its obligations in a manner inconsistent with the contract, it shall bear the liability
for breach of contract such as continuing to perform its obligations, taking remedial measures,
or compensating for losses. The parties may agree that in the event that one party breaches the
contract, it shall pay a certain amount of liquidated damages to the other party in light of the
circumstances of the breach, and may also agree on a method of calculating the amount of
damages incurred as a result of the breach.
REGULATIONS ON INTELLECTUAL PROPERTY RIGHTS
Copyright
The Copyright Law of the PRC () (the “ Copyright Law ”),
which took effect on June 1, 1991 and was latest amended on November 11, 2020 and effective
on June 1, 2021, provides that Chinese citizens, legal persons, or other organizations shall,
whether published or not, own copyright in their copyrightable works, which include, among
others, works of literature, art, natural science, social science, engineering technology and
computer software. Copyright owners enjoy certain legal rights, including right of publication,
right of authorship and right of reproduction. The Copyright Law as revised in 2001 extends
copyright protection to internet activities and products disseminated over the internet. In
addition, Copyright Law provides for a voluntary registration system administered by the
China Copyright Protection Center (the “ CPCC ”).
The Measures for the Registration of Computer Software Copyright (ၑዚழ΁ഹЪ
), or the Software Copyright Measures, promulgated by the National Copyright
Administration on April 6, 1992 and amended on May 26, 2000 and February 20, 2002,
regulates registrations of software copyright, exclusive licensing contracts for software
copyright and assignment agreements. The National Copyright Administration (the “ NCA”)
administers software copyright registration and the CPCC, is designated as the software
registration authority. The CPCC shall grant registration certificates to the Computer Software
Copyrights applicants which meet the requirements of both the Software Copyright Measures
and the Regulations on the Protection of Computer Software.
Patent
According to the Patent Law of the PRC (Revised in 2020) (ج
2020ࠈࡌ) ), the State Intellectual Property Office is responsible for administering patent
law in the PRC. The patent administration departments of provincial, autonomous region or
municipal governments are responsible for administering patent law within their respective
jurisdictions. The Chinese patent system adopts a first-to-file principle, which means that when
more than one person file different patent applications for the same invention, only the person
who files the application first is entitled to obtain a patent of the invention. To be patentable,
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an invention or a utility model must meet three criteria: novelty, inventiveness and
practicability. A patent is valid for twenty years in the case of an invention and ten years in the
case of utility models and designs. The Patent Law of the PRC was recently amended on
October 17, 2020 and the revised version came into effect on June 1, 2021.
Trademark
Trademarks are protected by the Trademark Law of the PRC (Revised in 2019) ( ʕശ
ج2019ࠈࡌ)) which was adopted in 1982 and subsequently amended in
1993, 2001, 2013 and 2019 respectively as well as by the Implementation Regulations of the
PRC Trademark Law (ૢԷ) adopted by the State Council in
2002 and as most recently amended on April 29, 2014. The Trademark Office of the SAMR
handles trademark registrations. The Trademark Office grants a ten-year term to registered
trademarks and the term may be renewed for another ten-year period upon request by the
trademark owner. A trademark registrant may license its registered trademarks to another party
by entering into trademark license agreements, which must be filed with the Trademark Office
for its record. As with patents, the Trademark Law has adopted a first-to-file principle with
respect to trademark registration. If a trademark applied for is identical or similar to another
trademark which has already been registered or subject to a preliminary examination and
approval for use on the same or similar kinds of products or services, such trademark
application may be rejected. Any person applying for the registration of a trademark may not
injure existing trademark rights first obtained by others, nor may any person register in
advance a trademark that has already been used by another party and has already gained a
“sufficient degree of reputation” through such party’s use.
Domain Name
The MIIT promulgated the Measures on Administration of Internet Domain Names ( ʝ
) (the “ Domain Name Measures ”), on August 24, 2017, which took effect
on November 1, 2017 and replaced the Administrative Measures on China Internet Domain
Names () promulgated by MII on November 5, 2004.
According to the Domain Name Measures, the MIIT is in charge of the administration of PRC
internet domain names. The domain name registration follows a first-to-file principle.
Applicants for registration of domain names shall provide the true, accurate and complete
information of their identities to domain name registration service institutions. The applicants
will become the holder of such domain names upon the completion of the registration
procedure. The Notice of the Ministry of Industry and Information Technology on Regulating
the Use of Domain Names in Internet Information Services (஝ᇍʝᑌ
) promulgated by the MIIT on November 27, 2017 and effective
on January 1, 2018 provides for the obligations of internet information service providers and
other entities to fight terrorism and maintain network security.
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REGULATIONS ON FOREIGN EXCHANGE
General Regulations of Foreign Exchange
Under the PRC Foreign Exchange Administration Rules ( ʕശɛ͏΍ձ਷̮ි၍ଣૢ
Է) promulgated on January 29, 1996 and most recently amended on August 5, 2008 and
various regulations issued by SAFE, and other relevant PRC government authorities, Renminbi
is convertible into other currencies for current account items, such as trade-related receipts and
payments and payment of interest and dividends. The conversion of Renminbi into other
currencies and remittance of the converted foreign currency outside the PRC for capital
account items, such as direct equity investments, loans, and repatriation of investment, requires
the prior approval from SAFE or its local office.
Pursuant to the Circular of SAFE on Further Improving and Adjusting Foreign Exchange
Administration Policies for Direct Investment (ટ
) (the “ SAFE Circular 59 ”), which was promulgated by SAFE on
November 19, 2012, became effective on December 17, 2012, and was further amended on May
4, 2015, October 10, 2018, and December 30, 2019, approval of SAFE is not required for
opening a foreign exchange account and depositing foreign exchange into the accounts relating
to the direct investments. The SAFE Circular 59 also simplifies foreign exchange-related
registration required for foreign investors to acquire equity interests of PRC companies and
further improve the administration on foreign exchange settlement for FIEs.
The SAFE Circular 13, which became effective on June 1, 2015 and was amended on
December 30, 2019, cancels the administrative approvals of foreign exchange registration of
direct domestic investment and direct overseas investment and simplifies the procedure of
foreign exchange-related registration. Pursuant to SAFE Circular 13, investors should register
with banks for direct domestic investment and direct overseas investment.
The SAFE Circular 19 (ഐි၍ଣ˙
), promulgated on March 30, 2015, came into effective on June 1, 2015, and last
amended on March 23, 2023, provides that a foreign-invested enterprise may, according to its
actual business needs, settle with a bank the portion of the foreign exchange capital in its
capital account for which the relevant foreign exchange administration has confirmed monetary
capital contribution rights and interests (or for which the bank has registered the injection of
the monetary capital contribution into the account). Pursuant to the SAFE Circular 19, for the
time being, foreign- invested enterprises are allowed to settle 100% of their foreign exchange
capitals on a discretionary basis; a foreign-invested enterprise shall truthfully use its capital for
its own operational purposes within the scope of business; where an ordinary foreign-invested
enterprise makes domestic equity investment with the amount of foreign exchanges settled, the
invested enterprise shall first go through domestic re-investment registration and open a
corresponding account for foreign exchange settlement pending payment with the foreign
exchange administration or the bank at the place where it is registered.
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The SAFE Circular 16 (ஷ
), promulgated by the SAFE, which became effective on June 9, 2016 and was amended
on December 4, 2023, provides that enterprises registered in the PRC may also convert their
foreign debts from foreign currency into Renminbi on self-discretionary basis. The SAFE
Circular 16 also provides an integrated standard for conversion of foreign exchange under
capital account items (including but not limited to foreign currency capital and foreign debts)
on self-discretionary basis, which applies to all enterprises registered in the PRC.
In January, 2017, SAFE promulgated the Circular on Further Improving Reform of
Foreign Exchange Administration and Optimizing Genuineness and Compliance V erification ( ਷
), which stipulates
several management measures with respect to the outbound remittance of profit from domestic
entities to offshore entities, including: (i) banks must check board resolutions regarding profit
distribution, the original version of tax filing records, and audited financial statements pursuant
to the principle of genuine transactions; and (ii) domestic entities should hold income to
account for previous years’ loss before remitting the profits. Moreover, pursuant to this
circular, domestic entities should make detailed explanations of the sources of capital and
utilization arrangements, and provide board resolutions, contracts, and other proof when
completing the registration procedures in connection with an outbound investment.
On October 23, 2019, the SAFE released the SAFE Circular 28 (׵
), which was amended on December 4, 2023. The
SAFE Circular 28 stipulates that non-investment foreign invested enterprises are permitted to
use their capital funds to make equity investments in the PRC, with genuine investment
projects and in compliance with effective foreign investment restrictions and other applicable
laws.
Offshore Investment
Under the SAFE Circular 37, effective on July 4, 2014, PRC residents are required to
register with the local SAFE branch prior to the establishment or control of an offshore special
purpose vehicle, or SPV , which is defined as an offshore enterprise directly established or
indirectly controlled by PRC residents for offshore equity financing of the enterprise assets or
interests they hold in China. An amendment to registration or subsequent filing with the local
SAFE branch by such PRC resident is also required if there is any change in basic information
of the offshore company or any material change with respect to the capital of the offshore
company. At the same time, the SAFE has issued the Operation Guidance for the Issues
Concerning Foreign Exchange Administration over Round-trip Investment regarding the
procedures for SAFE registration under the SAFE Circular 37, which became effective on
July 4, 2014 as an attachment of Circular 37.
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Under the relevant rules, failure to comply with the registration procedures set forth in the
SAFE Circular 37 may result in restrictions on the foreign exchange activities of the relevant
onshore company, including the payment of dividends and other distributions to its offshore
parent or affiliates, and may also subject relevant PRC residents to penalties under PRC foreign
exchange administration regulations.
The SAFE Circular 13 further amends SAFE Circular 37 by requiring domestic residents
to register with qualified banks rather than the SAFE or its local branches in connection with
their establishment or control of an offshore entity established for the purpose of overseas
investment or financing.
REGULATIONS ON DIVIDEND DISTRIBUTION
The principal laws and regulations regulating the dividend distribution of dividends by
foreign- invested enterprises in the PRC include the Company Law of the PRC ( ʕശɛ͏΍
), as amended in 1999, 2004, 2005, 2013, 2018 and 2023, the Foreign Investment
Law and the Implementation Rules. Under the current regulatory regime in the PRC,
foreign-invested enterprises in the PRC may pay dividends only out of their retained earnings,
if any, determined in accordance with PRC accounting standards and regulations. A PRC
company is required to set aside as statutory reserve funds at least 10% of its after-tax profit,
until the cumulative amount of such reserve funds reaches 50% of its registered capital unless
laws regarding foreign investment provide otherwise. A PRC company shall not distribute any
profits until any loss from prior fiscal years have been offset. Profits retained from prior fiscal
years may be distributed together with distributable profits from the current fiscal year.
REGULATIONS ON EMPLOYMENT AND SOCIAL WELFARE
Labor Contract Law
The Labor Contract Law of the PRC () (the “ Labor
Contract Law ”), which took effect on January 1, 2008 and was amended on December 28,
2012, is primarily aimed at regulating rights and obligations of employer and employee
relationships, including the establishment, performance and termination of labor contracts.
Pursuant to the Labor Contract Law, labor contracts shall be concluded in writing if labor
relationships are to be or have been established between employers and the employees. In
addition, employee wages shall be no lower than local standards on minimum wages and shall
be paid to employees timely.
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Social Insurance and Housing Provident Fund
As required under the Regulation of Insurance for Labor Injury (ᎈૢԷ)
implemented on January 1, 2004 and amended in 2010, the Provisional Measures for Maternity
Insurance of Employees of Corporations () implemented on
January 1, 1995, the Decisions on the Establishment of a Unified Program for Old-Aged
Pension Insurance of the State Council (ܓ
) issued on July 16, 1997, the Decisions on the Establishment of the Medical
Insurance Program for Urban Workers of the State Council (ᕄᔖʈਿ͉
) promulgated on December 14, 1998, the Unemployment Insurance
Measures (ᎈૢԷ) promulgated on January 22, 1999 and the PRC Social Insurance
Law () implemented on July 1, 2011 and amended in 2018,
employers are required to provide their employees in the PRC with welfare benefits covering
basic pension insurance, unemployment insurance, maternity insurance, labor injury insurance
and basic medical insurance. If an employer fails to make full contribution to the social
insurance premium on time, the social insurance contribution collection agency shall order
such employer to make contribution or make up the outstanding amount within a prescribed
period, and it may charge a late fee at the rate of 0.05% on a daily basis from the delayed
payment date; if the employer fails to make payment within the prescribed period, the relevant
administrative department may impose a fine of one to three times the overdue amount.
In accordance with the Regulations on the Administration of Housing Provident Fund
(၍ଣૢԷ) which was promulgated by the State Council in 1999 and amended
in 2002 and 2019, employer and employee are required to pay and deposit housing provident
funds. If an employer fails to make full contribution to the housing provident fund on time, the
housing provident fund management center shall order the employer to make contribution
within a prescribed period; if the employer fails to make contribution within the prescribed
period, an application may be submitted to the people’s court for enforcement.
On July 31, 2025, the Supreme People’s Court promulgated the New Judicial
Interpretation, 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. 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 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 Labor Contract Law if the employer fails to make social insurance
contributions in accordance with the law.
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REGULATIONS ON TAX
Enterprise Income Tax
On March 16, 2007, the SCNPC promulgated the Law on Enterprise Income Tax of
the PRC () (the “ EIT Law ”), which was amended on
February 24, 2017 and December 29, 2018. On December 6, 2007, the State Council enacted
the Regulations for the Implementation of the Law on Enterprise Income Tax ( ʕശɛ͏΍
ૢԷ), which came into effect on January 1, 2008 and was amended
on December 6, 2024 and April 23, 2019. Under the EIT Law and its implementing regulations,
both resident enterprises and non-resident enterprises are subject to tax in the PRC. Resident
enterprises are defined as enterprises that are established in China in accordance with PRC
laws, or that are established in accordance with the laws of foreign countries but are actually
or in effect controlled from within the PRC. Non-resident enterprises are defined as enterprises
that are organized under the laws of foreign countries and whose actual management is
conducted outside the PRC, but who have established institutions or premises in the PRC or
income generated from inside the PRC. Under the EIT Law and relevant implementing
regulations, a uniform corporate income tax rate of 25% is applied. However, if non-resident
enterprises have not formed permanent establishments or premises in the PRC, or if their
permanent establishment or premises in the PRC have no actual relationship to the relevant
income derived in the PRC, enterprise income tax is set at the rate of 10% with respect to their
income sourced from inside the PRC.
Pursuant to the EIT Law, Enterprises qualified as “High and New Technology
Enterprises” are entitled to a 15% enterprise income tax rate rather than the 25% uniform
statutory tax rate. The preferential tax treatment continues as long as an enterprise can retain
its “High and New Technology Enterprise” status. According to the Announcement of on
Issuing the Revised Measures for Handling Enterprise Income Tax Preferences (revised in
2018) (ج2018ࠈࡌwhich was promulgated by the STA
and came into effect on April 25, 2018, enterprises enjoying enterprise income tax preferences
shall adopt the handling methods of “making independent judgment, declaring for enjoyment
and retaining the relevant materials for future reference”. An enterprise shall, according to its
operating condition and related tax provisions, independently determine whether it satisfies the
conditions required for enterprise income tax preferences. Those who meet the conditions may
independently calculate the tax deductions or exemptions according to the time listed in the
Catalog for the Administration of Enterprise Income Tax Preferences (Revision 2017) (ה
੻೼Ꮄ౉ԫධ၍ଣͦ፽(2017وand enjoy tax incentives by filing enterprise income tax
returns. Meanwhile, they shall, in accordance with the relevant provisions, collect and retain
the relevant materials for future reference.
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Value-Added Tax
The Provisional Regulations of the PRC on V alue-added Tax (೼
ᅲБૢԷ) were promulgated by the State Council on December 13, 1993 and came into
effect on January 1, 1994 which were subsequently amended on November 10, 2008 and came
into effect on January 1, 2009 and amended on February 6, 2016 and November 19, 2017. On
November 16, 2011, the Notice of the Ministry of Finance and the STA jointly promulgated the
Pilot Plan for Levying V alue-Added Tax in lieu of Business Tax (೼༊ᓃ˙
). Starting from January 1, 2012, the PRC government has been gradually implementing
a pilot programme in certain provinces and municipalities, to levy a 6% V A T on revenue
generated from certain kinds of services in lieu of the business tax. The Notice of the Ministry
of Finance and the STA on Adjusting V alue-added Tax Rates (ሜ዆ᄣ
) (the “ Notice ”), was promulgated on April 4, 2018 and came into effect on
May 1, 2018. The Notice adjusted the V A T tax rates of 17% and 11% to 16% and 10%,
respectively. According to the Announcement on Relevant Policies for Deepening V alue-Added
Tax Reform (ʮѓ), with effect from April 1, 2019, the
V A T tax rate of 16% and 10% are changed into 13% and 9%, respectively. Notice of the MOF
and STA on V A T Policies for Software Products (࠽
) specified that if general V A T taxpayers sell self-developed and produced
software products, after V A T has been collected at a tax rate of 17%, the refund-upon-
collection policy shall be applied to the part of actual V A T burden in excess of 3%.
Dividend Withholding Tax
The EIT Law provides that since January 1, 2008, an income tax rate of 10% will
normally be applicable to dividends declared to non-PRC resident enterprise investors which
do not have an establishment or place of business in the PRC, or which have an establishment
or place of business that is not effectively connected with the relevant income, to the extent
such dividends are derived from sources within the PRC.
Pursuant to an Arrangement Between the Mainland of China and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with Respect to Taxes on Incomes (ᅄ
τર) (the “ Double Tax Avoidance Arrangement ”), and other applicable
PRC laws, if a Hong Kong resident enterprise self-assesses that it satisfied the relevant
conditions and requirements under such Double Tax Avoidance Arrangement and other
applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise
receives from a PRC resident enterprise may be reduced to 5%. However, based on the Circular
on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties ( ᗫ
) (the “ STA Circular 81 ”), issued on February 20,
2009 by the STA, if the relevant PRC tax authorities determine, in their discretion, that a
company benefits from such reduced income tax rate due to a structure or arrangement that is
primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment.
According to the Circular on Several Questions regarding the “Beneficial Owner” in
Tax Treaties (ʕ“Ϟɛ”ʮѓ), which was issued on
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February 3, 2018 by the STA and took effect on April 1, 2018, when determining the applicant’s
status as a “beneficial owner” with respect to the tax treatment of dividends, interest or
royalties under certain tax treaties, several factors, including whether the applicant is obligated
to pay more than 50% of his or her income over a twelve-month period to residents of a third
country or region, whether the business operated by the applicant constitutes actual business
activities; and whether the counterparty country or region to the tax treaty does not levy any
tax, exempts the relevant income from tax or levies tax at an extremely low rate, will be taken
into account and be analyzed according to the actual circumstances of specific cases. The
Announcement on Issuing the Measures for the Administration of Non-Resident Taxpayers’
Enjoyment of the Treatment under Treaties (೯б<ج
>ʮѓ), which was issued on October 14, 2019 and took effect on January 1, 2020,
provides that applicant who intend to prove his or her “beneficial owner” status shall gather
and retain relevant documents, and shall submit the relevant documents to the competent tax
bureau upon post-request by such tax bureau.
Tax on Indirect Transfer
On February 3, 2015, the STA issued the Public Announcement on Several Issues
Concerning Enterprise Income Tax for Indirect Transfer of Assets by Non-Resident Enterprises
(ʮѓ), or Circular 7. Pursuant to
Circular 7, an “indirect transfer” of assets, including equity interests in a PRC resident
enterprise, by a non-PRC resident enterprise, may be recharacterized and treated as a direct
transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial
purpose and was established for the purpose of avoiding payment of PRC enterprise income
tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise
income tax. When determining whether there is a “reasonable commercial purpose” of the
transaction arrangement, features to be taken into consideration include, inter alia, whether the
main value of the equity interest of the relevant offshore enterprise derives directly or
indirectly from PRC taxable assets; whether the assets of the relevant offshore enterprise
mainly consist of direct or indirect investments in China, or whether its income is mainly
derived from China; and whether the offshore enterprise and its subsidiaries that directly or
indirectly hold PRC taxable assets have a real commercial nature which is evidenced by their
actual function and risk exposure. According to Circular 7, where the payor fails to withhold
any or sufficient tax, the transferor shall declare and pay such tax to the tax authority by itself
within the statutory time limit. Circular 7 does not apply to sales of shares by investors through
a public stock exchange where such shares were acquired on a public stock exchange. On
October 17, 2017, the STA issued the Circular on Issues of Tax Withholding regarding
Non-PRC Resident Enterprise Income Tax (ϔᖮ
ʮѓ), or STA Circular 37, which was amended on June 15, 2018. STA
Circular 37 further elaborates the relevant implemental rules regarding the calculation,
reporting and payment obligations of the withholding tax by the non-resident enterprises.
Circular 7 may be determined by the tax authorities as to whether it is applicable to our
offshore transactions or sale of our shares or those of our offshore subsidiaries where
non-resident enterprises, being the transferors, were involved.
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REGULATION ON GOVERNMENT GRANTS
During the Track Record Period, our PRC subsidiaries located in Shanghai and Jiaxing
have been awarded grants by relevant local governments in accordance with the following
regulations.
Relevant Regulations in Shanghai City
According to the Use and Management of Special Development Funds for the Zhangjiang
National Independent Innovation Demonstration Zone in Shanghai (І˴௴อ
) promulgated by Shanghai Office for Promoting the
Construction of Science and Technology Innovation Center in 2021, which is valid until
December 31, 2025, the specialized funds were arranged annually by the Municipal Finance
Bureau and Finance Bureaus of each district from 2021 to 2025, which mainly used to cultivate
high-level innovative entities, promote the transformation of innovative achievements, create
innovative industrial clusters, optimize the innovation ecological environment, gather and
cultivate high-end talents. Such specialized funds would be granted in the form of non-
reimbursable funding or rewards, loan interest subsidies, capital injection, etc.
On February 20, 2019, Commerce Committee of Jing’an District, Finance Bureau of
Jing’an District and Market Supervision Administration of Jing’an District jointly promulgated
the Brand Construction Special Fund Management Measures of Jing’an District (ۜ
), effective from March 20, 2019 and valid until March 19, 2024.
The specialized fund would be granted through project funding, government purchase of
services, government subsidies and rewards, and mainly used to support the development and
construction of local brands, improve the development environment of brand enterprises and
promote the healthy development of regional brand economy.
Relevant Regulations in Jiaxing City
According to the Policy Opinions on Accelerating the High Quality Development of
Manufacturing Industry (revised version) (ഄจԈ(ࠈࡌ
و)) promulgated by the People’s Government of Nanhu District, Jiaxing Municipality on
December 21, 2020, effective from January 1, 2021 and valid for two years, the enterprises on
software and information services sector whose annual operating revenue reach RMB100
million, RMB50 million or RMB20 million for the first time, and year-on-year growth are not
less than 10% as well, will be rewarded one-time grants of RMB1,000,000, RMB500,000 and
RMB200,000 correspondingly. In addition, as for pure informatization projects of which the
investment amount is more than RMB1,000,000, a subsidy will be provided base on 30% of the
actual investment amount with a maximum of RMB10,000,000 for a single project. And as for
the enterprises whose actual annual expenses on purchase standard-compliant cloud services
range from RMB50,000 to RMB100,000 (inclusive), or from RMB100,000 to RMB500,000
(inclusive), or over RMB500,000, cumulative subsidies will be provided based on 30%, 40%,
and 50% of the actual annual expenses, with a maximum of RMB1,000,000 per year for a
single enterprise.
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On April 23, 2019, the Policy Opinions on Accelerating the Development of Jiaxing
E-commerce Industrial Park (ഄจԈ) was issued
by Jiaxing Nanhu New Area Management Committee and Dongzha Subdistricts office of
Nanhu District in Jiaxing City. This policy applies to the operating legal entities of which
registration and financial caliber are both in the Jiaxing E-commerce Industrial Park and such
entity has signed a project stationing agreement or has been record with the Jiaxing
E-commerce Industrial Park.
On January 11, 2022, the Jiaxing Municipal People’s Government promulgated the
Several Opinions on Further Increasing the Efforts of Benefiting Enterprises in Relief and
Assistance (ʍจԈ), effective
from January 1, 2022, which devoted to boosting the high-quality development of the industry
and expanding the market with multiple types of government subsidies.
REGULATIONS ON LEASING
According to the Law of the PRC on the Administration of Urban Real Estate ( ʕശɛ
), which was promulgated by the SCNPC on August 26, 2019
and came into effect on January 1, 2020, a written lease contract shall be concluded between
the lessor and the lessee for leasing a building and shall agree on the terms and conditions such
as the term, purpose and price of leasing and liability for maintenance and repair, etc. as well
as other rights and obligations of both parties, and such contract shall be filed for registration
and record with the real estate administration department.
According to the Administrative Measures for Commodity House Leasing (ॡ
), which was promulgated by the Ministry of Housing and Urban-Rural
Development on December 1, 2010 and came into effect on February 1, 2011, within 30 days
after the conclusion of the house leasing contract, the parties involved in the house leasing
shall carry out house leasing registration with the construction (real estate) administrative
department of the people’s government of a municipality directly under the central government
of the PRC, city or county where the house leased is located. If the relevant parties fail to make
such registration, they may be ordered to make corrections within a specified time limit by the
construction (real estate) administrative department of the people’s government of a
municipality directly under the central government of the PRC, city or county. If any entity
fails to do so within the specified time limit, a fine not less than RMB1,000 and not more than
RMB10,000 will be imposed.
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REGULATIONS ON ANTI-UNFAIR COMPETITION AND ANTI-MONOPOLY
According to the PRC Anti-unfair Competition Law (ن
), which was adopted by the SCNPC on September 2, 1993, became effective as of
December 1, 1993, and last amended on April 23, 2019, unfair competition refers to the
production and operating activities where the operator disrupts the market competition order
and damages the legitimate rights and interests of other operators or consumers in violation of
the provisions of the Anti-unfair Competition Law. Pursuant to the Anti-unfair Competition
Law, operators shall abide by the principle of voluntariness, equality, impartiality, integrity and
adhere to laws and business ethics during market transactions.
The PRC Anti-monopoly Law () was promulgated by
SCNPC on August 30, 2007, took effect on August 1, 2008 and was amended on June 24, 2022
and such amendment took effect on August 1, 2022, the relevant operators of a concentration
of undertakings which reaches the standard for declaration shall make an advance declaration
to the anti-monopoly law enforcement authority under the State Council and it prohibits
monopolistic conduct, such as entering into monopoly agreements, abuse of dominant market
position and concentration of undertakings that have the effect of eliminating or restricting
competition. The revised Anti-monopoly Law provides, among others, that business operators
shall not use data, algorithms, technology, capital advantages and platform rules to exclude or
limit competition.
Monopoly Agreement
Competing business operators may not enter into monopoly agreements that eliminate or
restrict competition, such as by boycotting transactions, fixing or changing the price of
commodities, limiting the output of commodities, fixing the price of commodities for resale to
third parties, among others, unless the agreement will satisfy the exemptions under the PRC
Anti-monopoly Law, such as improving technologies, increasing the efficiency and
competitiveness of small and medium-sized undertakings, or safeguarding legitimate interests
in cross-border trade and economic cooperation with foreign counterparts.
On March 10, 2023, the SAMR further issued the Provisions on the Prohibitions of
Monopoly Agreements () which took effect on April 15, 2023 and
supersedes its previous version issued by the SAMR.
Abuse of Dominant Market Position
A business operator with a dominant market position may not abuse its dominant market
position to conduct acts, such as selling commodities at unfairly high prices or buying
commodities at unfairly low prices, selling products at prices below cost without any justifiable
cause, and refusing to trade with a trading party without any justifiable cause.
On March 10, 2023, the SAMR issued the Provisions on the Prohibitions of Acts of Abuse
of Dominant Market Positions () which took effect on
April 15, 2023 and supersedes its previous version issued by the SAMR.
REGULATIONS
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Concentration of Undertakings
Where a concentration of undertakings reaches the declaration threshold stipulated by the
State Council, a declaration must be approved by the anti-monopoly authority before the
parties implement the concentration. Concentration refers to (1) a merger of undertakings; (2)
acquiring control over other undertakings by acquiring equities or assets; or (3) acquisition of
control over, or the possibility of exercising decisive influence on, an undertaking by contract
or by any other means.
Furthermore, on February 7, 2021, the Anti-Monopoly Committee of the State Council
promulgated the Anti-Monopoly Guidelines for the Platform Economy Sector (̨̻຾
) (the “ Anti-Monopoly Guidelines ”), aiming to provide guidelines for
supervising and prohibiting the monopolistic conducts in connection with the internet platform
business operations and further elaborate on the factors for recognizing such monopolistic
conducts in the internet platform industry.
M&A RULES AND OVERSEAS LISTING
On August 8, 2006, six PRC governmental and regulatory agencies, including the
MOFCOM and the CSRC, promulgated the M&A Rules (஝
֛2009ࠈࡌ)), governing the mergers and acquisitions of domestic enterprises by foreign
investors that became effective on September 8, 2006 and was revised on June 22, 2009. The
M&A Rules, among other things, require that if an overseas company established or controlled
by PRC companies or individuals, or PRC citizens, intends to acquire equity interests or assets
of any other PRC domestic company affiliated with the PRC citizens, such acquisition must be
submitted to the MOFCOM for approval. The M&A Rules also requires that an offshore special
purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by
PRC citizens shall obtain the approval of the CSRC prior to overseas listing and trading of such
special purpose vehicle’s securities on an overseas stock exchange.
On February 17, 2023, the CSRC promulgated the Trial Measures ( ྤʫΆุྤ̮೯Б
) (the “ Trial Measures ”) and five supporting guidelines, which
took effect on March 31, 2023. According to the Trial Measures, PRC domestic companies that
seek to offer and list securities in overseas markets, either in direct or indirect means, are
required to fulfill the filing procedure with the CSRC and report relevant information. The
Trial Measures provides that an overseas listing or offering is explicitly prohibited, if any of
the following: (i) such securities offering and listing is explicitly prohibited by provisions in
laws, administrative regulations and relevant state rules; (ii) the intended securities offering
and listing may endanger national security as 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
REGULATIONS
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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.
The Trial Measures also provides that if the issuer both meets the following criteria, the
overseas securities offering and listing conducted by such issuer will be deemed as 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 fiscal year is accounted for by domestic companies;
and (ii) the main parts of the issuer’s business activities are conducted in mainland China, 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. Where an issuer submits an
application for initial public offering to competent overseas regulators, such issuer must file
with the CSRC within three business days after such application is submitted. The Trial
Measures 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.
On February 24, 2023, the CSRC and other relevant government authorities promulgated
the Provisions on Strengthening the Confidentiality and Archives Administration of Overseas
Securities Issuance and Listing by Domestic Enterprises (̋੶ྤʫΆุྤ̮೯БᗇՎձ
), which took effect on March 31, 2023. Pursuant to the
Provision on Confidentiality, where a domestic enterprise provides or publicly discloses to the
relevant securities companies, securities service institutions, overseas regulatory authorities
and other entities and individuals, or provides or publicly discloses through its overseas listing
subjects, documents and materials involving state secrets and working secrets of state organs,
it shall report the same to the competent department with the examination and approval
authority for approval in accordance with the law, and submit the same to the secrecy
administration department of the same level for filing. Domestic enterprises providing
accounting archives or copies thereof to entities and individuals concerned such as securities
companies, securities service institutions and overseas regulatory authorities shall perform the
corresponding procedures pursuant to the relevant provisions of the State.
REGULATIONS
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OVERVIEW
Our Group commenced primary business operations through Shanghai Jushuitan, a
limited liability company established in the PRC on September 26, 2014 as the parent company
of our PRC operating subsidiaries. After approximately a decade of development, we have
become China’s largest e-commerce SaaS ERP provider in terms of revenue in 2024.
As the founder of our Group, Mr. Luo, who is also our chairman of the Board, executive
Director and CEO, has been responsible for the overall management and business strategies of
the Group since its establishment. Mr. Luo has over 25 years of industry experience in ERP ,
enterprise service and IT. For details of the biography and industry experience of Mr. Luo,
please refer to the section headed “Directors and Senior Management” in this Prospectus.
Our Company was incorporated as an exempted company with limited liability in the
Cayman Islands on August 2, 2021. In preparation for the Listing, we undertook the
Reorganization, after which our Company became the holding company of our Group. Details
of the Reorganization are set out in “– Reorganization” in this section.
OUR BUSINESS MILESTONES
The following table summarizes the key business development milestones of our Group:
Y ear Event
2014 Shanghai Jushuitan was established in the PRC.
2015 We launched the enterprise version of our SaaS ERP .
We completed our Series Angel financing by Shanghai Ameba Baihui, Mr.
Chen Haohui and Mr. Wu Xiaoguang.
2017 We completed our Series A financing by Huzhou Wanlu, Fuzhou Ameba,
Shanghai Ameba Baihui and Beijing Weiguang Equity Investment
Partnership (L.P .).
2018 We launched the professional version of our SaaS ERP .
We launched Jushengsuan.
2019 We served over 10,000 customers.
We completed our Series B1 financing by Suzhou Y uanjing, Hangzhou
Y uanjing, and Dimension Enterprises Limited.
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Y ear Event
We completed our Series B2 financing by Shanghai Blue Lake, Blue Lake
Capital Fund II, L.P ., and Jiaxing Huihai. We completed our Series B3
financing by HongShan Zhisheng.
2020 We completed our Series C financing by Broad Street Investments Holding
(Singapore) Pte. Ltd., StoneBridge 2020, L.P ., StoneBridge 2020 Offshore
Holdings II, L.P ., CICC Gongying Fund and Blue Lake Capital Fund II,
L.P .
2021 We processed more than 10 billion orders in a single year.
We were selected to be in the Forbes 2021 Cloud 100 List.
2022 We successfully processed approximately 1.2 billion orders during the
Double 11 Festival.
2023 Our SaaS billings for the year exceeded RMB1 billion for the first time.
OUR MAJOR SUBSIDIARY
The principal business activities and the date of incorporation of our subsidiary which is
most relevant to our core operations during the Track Record Period are shown below.
Name of subsidiary
Place of
incorporation
Date of
incorporation
Principal business
activities
Shanghai Jushuitan PRC September 26,
2014
Design, R&D and sale of
e-commerce SaaS ERP
products and other
SaaS products
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OUR NON-CONTROLLING INTERESTS
Our Group has non-controlling interests in certain private companies, the majority of
which are incorporated or registered in the PRC, and all of which have the PRC as their
principal place of business or operation. Such private companies primarily engage in SaaS
businesses which are complementary to our business. For example, we made investments in (i)
one private company which provides services to assist its clients in marketing. We invested in
this company to leverage its expertise for e-commerce customers who require marketing
services, and the experience of its founder in the e-commerce industry; and (ii) another private
company which provides SaaS ERP for cross-border e-commerce merchants, considering the
founder’s entrepreneurial experiences and previous work at a leading Chinese internet
company.
Investments in such private companies facilitate our long-term growth strategy and
support our product development. Our investments accounted for using equity method slightly
decreased from RMB117.8 million as of December 31, 2022 to RMB99.5 million as of
December 31, 2023, further decreased to RMB84.9 million as of December 31, 2024 and
amounted to RMB53.2 million as of June 30, 2025.
For details, see references to associates of our Group in the section headed “Financial
Information – Discussion of Selected Items from the Consolidated Balance Sheets – Assets” in,
and Note 18 to the Accountant’s Report in Appendix I to, this Prospectus.
MAJOR ACQUISITIONS, DISPOSALS AND MERGERS
We did not conduct any acquisitions, disposals or mergers that we consider to be material
to us during the Track Record Period and up to the Latest Practicable Date.
ESTABLISHMENT AND MAJOR SHAREHOLDING CHANGES OF OUR GROUP
1. Establishment and Initial Shareholding Changes of Shanghai Jushuitan
Shanghai Jushuitan was established in the PRC on September 26, 2014 as a limited
liability company with a registered capital of RMB500,000. Upon establishment, Shanghai
Jushuitan was held as to 60% by the spouse of Mr. Luo and 40% by the spouse of Mr. He.
In October 2014, the registered capital of Shanghai Jushuitan was increased to
RMB2,000,000, with the capital increase subscribed by the spouses of Mr. Luo and Mr. He in
proportion to their respective equity interests.
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2. Transfer of Shanghai Jushuitan’s Shareholding to the Company’s Executive
Directors
In October 2015, (i) the spouse of Mr. Luo transferred her entire 60% equity interest in
Shanghai Jushuitan (including 49% to Mr. Luo, 6% to Mr. Wang and 5% to Mr. Li) at nil
consideration; and (ii) the spouse of Mr. He transferred her entire 40% equity interest in
Shanghai Jushuitan (including 30% to Mr. He and 10% to Mr. Li) at nil consideration.
Upon the completion of such equity transfers, Shanghai Jushuitan was held as to 49% by
Mr. Luo, 30% by Mr. He, 15% by Mr. Li and 6% by Mr. Wang.
3. Pre-IPO Investments through Subscription of Registered Capital in Shanghai
Jushuitan
Between December 2015 and August 2020, Shanghai Jushuitan conducted several rounds
of pre-IPO investments through the subscription of its increased registered capital by its
shareholders prior to the Reorganization (the “ Pre-Reorganization Shareholders ”). See “–
Pre-IPO Investments” in this section for details.
REORGANIZATION
The following table illustrates the shareholding structure of Shanghai Jushuitan
immediately prior to the commencement of the Reorganization:
Name of Pre-Reorganization Shareholder
Amount of
Registered
Capital Held
Approximate
Ownership
Percentage
(RMB)
Ningbo Jushuitan Investment Management Partnership
(L.P .) (ၳ˥ᆐҳ༟၍ଣΥྫΆุ(Υྫ))
(“Ningbo Jushuitan ”) 855,102 22.42%
Mr. Luo 749,326 19.65%
Jiaxing Jushuitan Investment Management Partnership
(L.P .) (ྗጳၳ˥ᆐҳ༟၍ଣΥྫΆุ(Υྫ))
(“Jiaxing Jushuitan ”) 409,178 10.73%
Shanghai Ameba Baihui V enture Capital Partnership
(L.P .) (ϷˋԺฯ௴ุҳ༟ΥྫΆุ(Υྫ))
(“Shanghai Ameba Baihui ”) 291,700 7.65%
Ningbo Meishan Free Trade Port Area HongShan
Zhisheng Equity Investment Partnership (L.P .) (ت
ᛆҳ༟ΥྫΆุ(Υྫ))
(“HongShan Zhisheng ”) 286,239 7.50%
Broad Street Investments Holding (Singapore) Pte. Ltd. 222,432 5.83%
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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Name of Pre-Reorganization Shareholder
Amount of
Registered
Capital Held
Approximate
Ownership
Percentage
(RMB)
Beijing Weiguang Equity Investment Partnership (L.P .)) 189,224 4.96%
Dimension Enterprises Limited 166,745 4.37%
Fuzhou Ameba Hongtian V enture Capital Partnership
(L.P .) (Ϸˋᒿ૴௴ุҳ༟ΥྫΆุ(Υྫ))
(“Fuzhou Ameba ”) 122,500 3.21%
Blue Lake Capital Fund II, L.P . 119,806 3.14%
Shanghai Lansan Muyue Investment Center (L.P .) ( ɪऎ
ᔝɧ˝˜ҳ༟ʕː(Υྫ)) (“ Shanghai Blue
Lake ”) 95,305 2.50%
Zhongjin Gongying Qijiang (Shanghai) Science and
Innovation Equity Investment Fund Partnership (L.P .)
(΍ᙊ઼Ϫ(ɪऎ)ΥྫΆุ(ࠢ
Υྫ)) (“ CICC Gongying Fund ”) 94,251 2.47%
Suzhou Y uanjing Equity Investment Partnership (L.P .)
(ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Suzhou
Yuanjing ”) 51,306 1.35%
Hangzhou Y uanjing Chuangheng Equity Investment
Fund Partnership (L.P .) (ږ
ΥྫΆุ(Υྫ)) (“ Hangzhou Yuanjing ”) 51,306 1.35%
Huzhou Wanlu Dingshi Equity Investment Partnership
(L.P .) (ᛆҳ༟ΥྫΆุ(Υྫ))
(“Huzhou Wanlu ”) 37,409 0.98%
Ikaria Capital Limited 33,292 0.87%
Mr. Liu Zhongyang ( ᄎʕ౮) 14,201 0.37%
Mr. Chen Haohui (ሾ) 11,834 0.31%
StoneBridge 2020, L.P . 8,654 0.23%
StoneBridge 2020 Offshore Holdings II, L.P . 4,541 0.12%
Total 3,814,351 100%
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The following chart depicts a simplified corporate structure of our Group immediately
prior to the commencement of the Reorganization:
Shanghai Jushuitan
(PRC)
100%
100%
100% 100% 100% 90%(1) 85%(2) 100%
Shanghai Juhuotong
E-Commerce Co., Ltd.
(ɪऎၳ஬ஷཥɿ
ʮ̡)
(PRC)
Shenzhen Zhongxiang
Network Technology Co., Ltd.
(ଉέ̹଺Ԯၣഖ
ʮ̡)
(PRC)
Zhuhai Furun
Technology Co., Ltd.
Ҧ
ʮ̡
(PRC)
Jiaxing Jushuitan
Information Technology Co., Ltd.
ࢹڦ
ʮ̡
(PRC)
Jiaxing Jushuitan
Smart Technology Co., Ltd.
ྗጳၳ˥ᆐ౽ঐ
ʮ̡
(PRC)
Nanchang Jushuitan
Information Technology
Co., Ltd.
ࢹڦ
ʮ̡
(PRC)
Shanghai Shengshang
Technology Co., Ltd.
ʮ̡
(PRC)
Hangzhou Jushuitan
Network Technology Co., Ltd.
(ψၳ˥ᆐၣഖ
ʮ̡)(3)
(PRC)
Notes:
(1) Mr. Cen Wenchu, our chief technology officer, holds the remaining 10% shareholding in Shanghai Juhuotong
E-Commerce Co., Ltd.
(2) Mr. Cen Wenchu, our chief technology officer, holds the remaining 15% shareholding in Hangzhou Jushuitan
Network Technology Co., Ltd.
(3) Hangzhou Jushuitan Network Technology Co., Ltd. was incorporated on September 28, 2021, which was
during the course of our Reorganization. It is included in this chart for clarity and completeness.
In anticipation of our Listing, we underwent the following Reorganization arrangements:
1. Incorporation of Our Company
On August 2, 2021, our Company was incorporated in the Cayman Islands as an exempted
company with limited liability and the ultimate holding company of our Group. Upon
incorporation, the authorized share capital of our Company was US$50,000 divided into
500,000,000 Shares with a nominal or par value of US$0.0001 each.
On August 2, 2021, being the date of its incorporation, and September 13, 2021, our
Company allotted Shares to the indirectly wholly-owned companies of our four executive
Directors in the following manner: (a) 816,205 Shares to Black Tea Limited, (b) 510,170
Shares to Popogo Limited, (c) 542,985 Shares to Taurus Lee Limited, and (d) 144,246 Shares
to Nico and Winco Limited. A further 11,834 Shares and 14,201 Shares were issued to Daniel
and Owen Limited and Bottle Tea Limited respectively. See further details as to the
relationship of these entities with the Pre-Reorganization Shareholders below.
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As part of the Reorganization, we re-classified the Shares of our Company and
re-designated the authorized share capital of the Company on February 21, 2023, after which
our authorized share capital of the Company became US$50,000 divided into 500,000,000
shares of a par value of US$0.0001 each, of which (i) 498,199,255 shares were designated as
Shares, (ii) 288,441 shares were designated as Series Angel Preferred Shares, (iii) 79,290
shares were designated as Series Pre-A Preferred Shares, (iv) 299,137 shares were designated
as Series A Preferred Shares, (v) 235,212 shares were designated as Series B1 Preferred Shares,
(vi) 234,749 shares were designated as Series B2 Preferred Shares, (vii) 286,239 shares were
designated as Series B3 Preferred Shares, and (viii) 377,677 shares were designated as Series
C Preferred Shares.
2. Incorporation of Intermediary Holding Companies
The following Group companies were incorporated to act as intermediate holding
companies under our Company to hold our operating subsidiaries:
(a) on September 14, 2021, True V alue Limited was incorporated as an exempted
company with limited liability in BVI, a direct wholly-owned subsidiary of our
Company and an intermediate holding company of our Group; and
(b) on October 4, 2021, Hong Kong True V alue Limited was incorporated as a limited
liability company in Hong Kong and a direct wholly-owned subsidiary of True V alue
Limited.
3. Acquisition of Equity Interests of Shanghai Jushuitan from Its Then Shareholders by
Hong Kong True Value Limited
On February 21, 2023, the Pre-Reorganization Shareholders of Shanghai Jushuitan (other
than Broad Street Investments Holding (Singapore) Pte. Ltd., StoneBridge 2020, L.P .,
StoneBridge 2020 Offshore Holdings II, L.P ., and CICC Gongying Fund) transferred to Hong
Kong True V alue Limited their equity interests in Shanghai Jushuitan equivalent to
RMB3,484,473 of registered share capital, representing 91.35% of the then share capital of
Shanghai Jushuitan, at an aggregate consideration of RMB3,484,473.
On September 5, 2023, Broad Street Investments Holding (Singapore) Pte. Ltd.,
StoneBridge 2020, L.P ., StoneBridge 2020 Offshore Holdings II, L.P ., and CICC Gongying
Fund transferred to Hong Kong True V alue Limited their equity interests in Shanghai Jushuitan
equivalent to RMB329,878 of registered capital, representing 8.65% of the then share capital
of Shanghai Jushuitan, at an aggregate consideration of RMB140 million and the USD
equivalent of RMB350 million.
After the completion of the above transfers of equity interests, Shanghai Jushuitan has
become a wholly foreign-owned enterprise wholly-owned by Hong Kong True V alue Limited,
and thus an indirect wholly-owned subsidiary of our Company.
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4. Allotment and Issuance of Shares of Our Company to Former Shareholders of
Shanghai Jushuitan
For the purpose of reflecting and mirroring the shareholding structure of Shanghai
Jushuitan before the Reorganization, on February 21, 2023, June 8, 2023 and September 5,
2023, our Company issued Preferred Shares to the nominees of the Pre-Reorganization
Shareholders, and reserved 311,780 Shares to be issued for the purpose of employee incentive
prior to Listing, which were eventually allotted and issued to the ESOP Trustee on October 6,
2025. For details, see the subsection headed “Issue of Shares for Employee Incentive” below
in this section.
Pursuant to such issuance, our Company’s issued share capital was as follows: (i)
2,013,606 Shares of par value of US$0.0001 per Share, (ii) 288,441 Series Angel Preferred
Shares of par value of US$0.0001 per Series Angel Preferred Share, (iii) 79,290 Series Pre-A
Preferred Shares of par value of US$0.0001 per Series Pre-A Preferred Share, (iv) 299,137
Series A Preferred Shares of par value of US$0.0001 per Series A Preferred Share, (v) 235,212
Series B1 Preferred Shares of par value of US$0.0001 per Series B1 Preferred Share, (vi)
234,749 Series B2 Preferred Shares of par value of US$0.0001 per Series B2 Preferred Shares,
(vii) 286,239 Series B3 Preferred Shares of par value of US$0.0001 per Series B3 Preferred
Share, and (viii) 377,677 Series C Preferred Shares of par value of US$0.0001 per Series C
Preferred Share. This composition of our Company’s issued share capital is on the assumptions
as set out in note (1) to the table below.
The following table depicts the direct and indirect equity interests of the Pre-
Reorganization Shareholders (i) in Shanghai Jushuitan immediately before the Reorganization,
and (ii) in our Company immediately after the Reorganization.
Shareholding of Shanghai Jushuitan Immediately
before the Reorganization
Shareholding of Our Company Immediately after
the Reorganization (1)
Name of Pre-
Reorganization
Shareholder (2)
Registered
Capital
Subscribed
(RMB)
Corresponding
Shareholding
Interest
Name of
Nominee of Pre-
Reorganization
Shareholder (2)
Number of
Shares
Allotted
Corresponding
Shareholding
Interest
Entities Controlled by our Executive Directors and Employee Incentive:
Mr. Luo (3) 749,326 19.65% Black Tea Limited (3)
Popogo Limited (3)
Shares reserved for
employee incentive
and were fully
issued on
October 6, 2025
(3)
816,205
510,170
311,780
21.40%
13.38%
8.17%
Ningbo Jushuitan
(3) 855,102 22.42%
Jiaxing Jushuitan (3) 409,178 10.73%
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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Shareholding of Shanghai Jushuitan Immediately
before the Reorganization
Shareholding of Our Company Immediately after
the Reorganization (1)
Name of Pre-
Reorganization
Shareholder (2)
Registered
Capital
Subscribed
(RMB)
Corresponding
Shareholding
Interest
Name of
Nominee of Pre-
Reorganization
Shareholder (2)
Number of
Shares
Allotted
Corresponding
Shareholding
Interest
Taurus Lee Limited (3) 231,205 6.06%
Nico and Winco
Limited (3)
144,246 3.78%
Subtotal: 2,013,606 52.79% Subtotal: 2,013,606 52.79%
Pre-IPO Investors:
Shanghai Ameba Baihui
(4) 291,700 7.65% Ameba Bamboo
Limited (4)
414,200 10.86%
Fuzhou Ameba (4) 122,500 3.21%
HongShan Zhisheng (5) 286,239 7.50% Max Dazzle
Limited (5)
286,239 7.50%
Broad Street Investments
Holding (Singapore)
Pte. Ltd.
(6)
222,432 5.83% Broad Street
Investments
Holding
(Singapore) Pte.
Ltd.
(6)
222,432 5.83%
Beijing Weiguang Equity
Investment Partnership
(L.P .)
(7)
189,224 4.96% Beijing Weiguang
Equity Investment
Partnership (L.P .)
(7)
189,224 4.96%
Dimension Enterprises
Limited (8)
166,745 4.37% VP JST II LP (8) 102,612 2.69%
VP JST I LP (8) 64,133 1.68%
Suzhou Y uanjing (9) 51,306 1.35% Shanghai Jingyu
Enterprise
Management
Consulting
Partnership (L.P .)
(9)
102,612 2.69%
Hangzhou Y uanjing (9) 51,306 1.35%
Blue Lake Capital Fund
II, L.P .
119,806 3.14% Blue Lake Capital
Fund II, L.P .
119,806 3.14%
Shanghai Blue Lake 95,305 2.50% Shanghai Blue Lake 95,305 2.50%
CICC Gongying Fund 94,251 2.47% CICC Gongying Fund 94,251 2.47%
Huzhou Wanlu
(10) 37,409 0.98% Shanghai Zhuolu
Management
Consulting
Partnership
(L.P .)
(10)
37,409 0.98%
Ikaria Capital Limited (11) 33,292 0.87% IKARIA GROUP
LIMITED (11)
33,292 0.87%
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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Shareholding of Shanghai Jushuitan Immediately
before the Reorganization
Shareholding of Our Company Immediately after
the Reorganization (1)
Name of Pre-
Reorganization
Shareholder (2)
Registered
Capital
Subscribed
(RMB)
Corresponding
Shareholding
Interest
Name of
Nominee of Pre-
Reorganization
Shareholder (2)
Number of
Shares
Allotted
Corresponding
Shareholding
Interest
Mr. Liu Zhongyang (12) 14,201 0.37% Bottle Tea Limited (12) 14,201 0.37%
Mr. Chen Haohui (13) 11,834 0.31% Daniel and Owen
Limited (13)
11,834 0.31%
StoneBridge 2020, L.P . (6) 8,654 0.23% StoneBridge 2020,
L.P .(6)
8,654 0.23%
StoneBridge 2020
Offshore Holdings II,
L.P .
(6)
4,541 0.12% StoneBridge 2020
Offshore Holdings
II, L.P .
(6)
4,541 0.12%
Subtotal: 1,800,745 47.21% Subtotal: 1,800,745 47.21%
Total: 3,814,351 100% Total: 3,814,351 100%
Notes:
(1) Assuming that 311,780 Shares have been issued to the ESOP Trustee.
(2) Our Company allotted and issued Shares to the nominees (whose names are listed in the fourth column
of this table) of the shareholders of Shanghai Jushuitan before the Reorganization (whose names are
listed in the first column of this table). Such nominees are held by the same ultimate beneficial owners,
or are the affiliates of, the corresponding previous shareholders of Shanghai Jushuitan. Certain of such
nominees have subsequently made further transfers to other Pre-IPO Investors, details of which are
further described below in this sub-section.
(3) Ningbo Jushuitan and Jiaxing Jushuitan are limited partnerships established in the PRC and held by our
four executive Directors, Mr. Luo, Mr. He, Mr. Li and Mr. Wang. Prior to and after the Reorganization,
Ningbo Jushuitan was and is held as to 57.00%, 27.04% and 8.73% by Mr. He, Mr. Li and Mr. Wang
respectively as limited partners, and 7.24% by Mr. Luo as general partner (such figures being subject
to rounding adjustments). Jiaxing Jushuitan was and is held as to 76.20%, 17.01% and 5.57% by Mr. Li,
Mr. Wang and Mr. He respectively as limited partners, and 1.22% by Mr. Luo as general partner. Prior
to the Reorganization, the entire equity interest of Mr. Li in Jiaxing Jushuitan corresponded to 8.17%
equity interest in Shanghai Jushuitan, which was reserved for the purpose of employee incentive.
After the Reorganization, there has been no change in the beneficial ownership of shares held by Ningbo
Jushuitan and Jiaxing Jushuitan. The aforementioned 8.17% equity interest, corresponding to 311,780
Shares of the Company, continued to be reserved for the purpose of employee incentive immediately
after the Reorganization and were fully issued to the ESOP Trustee on October 6, 2025. Aside from such
Shares reserved and then issued for employee incentive, each of our four executive Directors’
shareholding in our Company through their wholly-owned companies is proportionate to their
pre-Reorganization beneficial ownership in Shanghai Jushuitan through Ningbo Jushuitan and Jiaxing
Jushuitan. Mr. Luo’s 19.65% equity interest has not been distributed to the other executive Directors.
Black Tea Limited is wholly-owned by HD Luo Limited, which is in turn wholly-owned by Mr. Luo.
Popogo Limited is wholly-owned by XJ He Limited, which is in turn wholly-owned by Mr. He. Taurus
Lee Limited is wholly-owned by Golden Bull Lee Limited, which is in turn wholly-owned by Mr. Li.
Nico and Winco Limited is wholly-owned by Y Wang Limited, which is in turn wholly-owned by Mr.
Wang.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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After the Reorganization, Popogo Limited transferred 24,364 Shares to Blue Lake Capital Opportunity
Fund I, L.P . For details, see “– Share Transfers and Shareholding Changes after the Reorganization” in
this section.
(4) The general partner of Shanghai Ameba Baihui and Fuzhou Ameba is Shanghai Ameba Baiyi
Management Consulting Partnership (L.P .) (༔ΥྫΆุ(Υྫ)), whose
general partner is Shanghai Ameba Investment Management Co., Ltd. (Ϸˋ௴อ௴ุҳ༟၍ଣϞ
ʮ̡), the same as that of the sole shareholder of Ameba Bamboo Limited, Shanghai Huiju
Management Consulting Partnership (L.P .) ( ɪऎฯམ၍ଣፔ༔ΥྫΆุ(Υྫ)).
See “– Information about the Pre-IPO Investors” in this section.
After the Reorganization, Ameba Bamboo Limited transferred (i) 74,953 Series Angel Preferred Shares,
39,645 Series Pre-A Preferred Shares and 47,165 Series A Preferred Shares to Ameba Mercury Limited;
and (ii) 76,288 Series Angel Preferred Shares to Seashine Capital Limited. For details, see “– Share
Transfers and Shareholding Changes after the Reorganization” in this section.
(5) The general partner of HongShan Zhisheng is Jiaxing HongShan Kunsheng Investment Management
Partnership (L.P .) (ӄտସҳ༟၍ଣΥྫΆุ(Υྫ)), which is also the general partner of
Shanghai Shibo Enterprise Management Consulting Partnership (L.P .) ( ɪऎႫཔΆุ၍ଣፔ༔ΥྫΆุ
(Υྫ)), which wholly-owns Max Dazzle Limited. See “– Information about the Pre-IPO Investors”
in this section.
(6) On May 19, 2025, the Shareholders resolved to approve the repurchase by the Company of 235,627
Series C Preferred Shares held by Broad Street Investments Holding (Singapore) Pte. Ltd., StoneBridge
2020, L.P . and StoneBridge 2020 Offshore Holdings II, L.P . See “– Share Transfers and Shareholding
Changes after the Reorganization” in this section.
(7) After the Reorganization, Beijing Weiguang Equity Investment Partnership (L.P .) transferred 76,287
Series Angel Preferred Shares to GRANITE ASIA VIII INVESTMENTS PTE. LTD. (then known as
GGV VIII INVESTMENTS PTE. LTD.). For details, see “– Share Transfers and Shareholding Changes
after the Reorganization” in this section.
(8) On February 21, 2023, the Company issued 89,604 Series B1 Preferred Shares and 13,008 Series B2
Preferred Shares to Vision Plus Capital Fund II, L.P ., and 56,004 Series B1 Preferred Shares and 8,129
Series B2 Preferred Shares to Vision Plus Capital Fund LP . On June 8, 2023, Vision Plus Capital Fund
II, L.P . and Vision Plus Capital Fund LP transferred their interests to VP JST II LP and VP JST I LP
respectively. Vision Plus Capital Fund II, L.P . is a limited partner of VP JST II LP , and Vision Plus
Capital Fund LP is a limited partner of VP JST I LP . See “– Information about the Pre-IPO Investors”
in this section.
(9) The general partner of Suzhou Y uanjing and Hangzhou Y uanjing is Hangzhou Y uanjing Erjiu Equity
Investment Fund Management Partnership (L.P .) (၍ଣΥྫΆุ(Υ
ྫ)), the same as that of Shanghai Jingyu Enterprise Management Consulting Partnership (L.P .). See
“– Information about the Pre-IPO Investors” in this section.
(10) The controlling shareholder and ultimate beneficiary of Huzhou Wanlu is Mr. Zhuo Xu ( ՙҏ), who is
also the general partner of Shanghai Zhuolu Management Consulting Partnership (L.P .). See “–
Information about the Pre-IPO Investors” in this section.
(11) Ikaria Capital Limited changed its name by way of special resolution on September 18, 2020, to
IKARIA GROUP LIMITED.
(12) Mr. Liu Zhongyang is the sole shareholder of Bottle Tea Limited. See “– Information about the Pre-IPO
Investors” in this section.
(13) Mr. Chen Haohui is the sole shareholder of Daniel and Owen Limited. See “– Information about the
Pre-IPO Investors” in this section.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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The following chart sets forth our Group’s corporate and shareholding structure immediately following the completion of the Reorganization:
Hong Kong True Value Limited
(Hong Kong)
Offshore
100%
100%
100%
100%
100%
100% 100% 100% 90% (1) 85%(2) 100%
Onshore
True Value Limited
(BVI)
Our Company
(Cayman Islands)
Shanghai Jushuitan
(PRC)
Shanghai Juhuotong
E-Commerce Co., Ltd.
(PRC)
Shenzhen Zhongxiang
Network Technology Co., Ltd.
(PRC)
Zhuhai Furun
Technology Co., Ltd.
(PRC)
Jiaxing Jushuitan
Information Technology Co., Ltd.
(PRC)
Jiaxing Jushuitan
Smart Technology Co., Ltd.
(PRC)
Nanchang Jushuitan
Information Technology
Co., Ltd.
(PRC)
Shanghai Shengshang
Technology Co., Ltd.
(PRC)
Hangzhou Jushuitan
Network Technology Co., Ltd.
(PRC)
Notes:
(1) Mr. Cen Wenchu, our chief technology officer, holds the remaining 10% shareholding in Shanghai Juhuotong E-Commerce Co., Ltd.
(2) Mr. Cen Wenchu, our chief technology officer, holds the remaining 15% shareholding in Hangzhou Jushuitan Network Technology Co., Ltd.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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--- page 169 ---
SHARE TRANSFERS AND SHAREHOLDING CHANGES AFTER THE
REORGANIZATION
On June 9, 2021, Mr. He agreed with Blue Lake Capital Opportunity Fund I, L.P . for the
latter to provide an exchangeable loan in the amount of the USD equivalent of RMB76.65
million which shall be, upon satisfaction of certain conditions and subject to certain adjustment
mechanisms, automatically exchangeable into RMB19,491 in the registered capital of Shanghai
Jushuitan indirectly held by Mr. He. The amount of RMB76.65 million for such exchangeable
loan (i) was determined based on arm’s length negotiations between the parties after taking into
consideration the timing of the agreement, our valuation at the relevant time, and the business
operations and financial performance of our Group; and (ii) was fully settled in July 2021. On
June 8, 2023, Blue Lake Capital Opportunity Fund I, L.P . exchanged its loan for RMB24,364
(after certain agreed adjustments) in the registered capital of Shanghai Jushuitan, which
corresponded to 24,364 Shares in our Company after the Reorganization. Accordingly, Popogo
Limited, which is indirectly wholly-owned by Mr. He, transferred 24,364 Shares to Blue Lake
Capital Opportunity Fund I, L.P . For details of Blue Lake Capital Opportunity Fund I, L.P ., see
“– Information about the Pre-IPO Investors” in this section.
Beijing Weiguang Equity Investment Partnership (L.P .) and GRANITE ASIA VIII
INVESTMENTS PTE. LTD. (then known as GGV VIII INVESTMENTS PTE. LTD.) entered
into a deposit agreement dated June 2, 2021, as amended by an amendment agreement dated
March 2, 2023, pursuant to which GRANITE ASIA VIII INVESTMENTS PTE. LTD. agreed
to purchase from Beijing Weiguang Equity Investment Partnership (L.P .) RMB76,287 in the
registered capital of Shanghai Jushuitan at a consideration of US$16 million. The consideration
(i) was determined based on arm’s length negotiations between the parties after taking into
consideration the timing of the relevant agreements, our valuation at the time of such
agreements, and the business operations and financial performance of our Group; and (ii) was
fully settled in February 2024. Such equity interest of RMB76,287 in the registered capital of
Shanghai Jushuitan corresponded to 76,287 shares in our Company after the Reorganization.
Accordingly, Beijing Weiguang Equity Investment Partnership (L.P .) transferred 76,287 Series
Angel Preferred Shares to GRANITE ASIA VIII INVESTMENTS PTE. LTD. For details of
GRANITE ASIA VIII INVESTMENTS PTE. LTD., see “– Information about the Pre-IPO
Investors” in this section.
On September 5, 2023, pursuant to a share transfer agreement dated July 24, 2023, Ameba
Bamboo Limited transferred 74,953 Series Angel Preferred Shares, 39,645 Series Pre-A
Preferred Shares and 47,165 Series A Preferred Shares to its affiliate, Ameba Mercury Limited,
for an aggregate purchase price of RMB172,463,850, which was fully settled in July 2023. For
details of Ameba Mercury Limited, see “– Information about the Pre-IPO Investors” in this
section.
Pursuant to a share transfer form dated September 12, 2023, Ameba Bamboo Limited
agreed to transfer 76,288 Series Angel Preferred Shares to Seashine Capital Limited at a
consideration of US$16 million. The consideration (i) was determined based on arm’s length
negotiations between the parties after taking into consideration the timing of the agreement,
our valuation at the relevant time, and the business operations and financial performance of our
Group; and (ii) was fully settled in September 2023. For details of Seashine Capital Limited,
see “– Information about the Pre-IPO Investors” in this section.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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--- page 170 ---
On May 19, 2025, the Shareholders resolved to approve the repurchase by the Company
of 235,627 Series C Preferred Shares held by Broad Street Investments Holding (Singapore)
Pte. Ltd., StoneBridge 2020, L.P . and StoneBridge 2020 Offshore Holdings II, L.P ., which
comprised 113,478 Shares acquired from capital increase at the time of the Series C financing
and 122,149 Shares acquired from other existing Shareholders. The purchase price was equal
to 150% of the original purchase price of the Shares, being approximately USD75.6 million
(equivalent to RMB544 million), and was determined based on a 10% interest rate for each
year elapsed since the Series C financing and arm’s length negotiations among the parties
taking into account their assessment of market circumstances. The repurchase was completed
on the same day. Upon the cancellation of such Series C Preferred Shares, the issued share
capital of our Company decreased from 3,814,351 Shares to 3,578,724 Shares and each of
Broad Street Investments Holding (Singapore) Pte. Ltd., StoneBridge 2020, L.P . and
StoneBridge 2020 Offshore Holdings II, L.P . ceased to be a Shareholder.
PRE-IPO INVESTMENTS
1. Overview
We have received several rounds of pre-IPO investments, details of which are set forth
below:
No. Round (1)
Date of the
agreement
Date of
settlement of
consideration
(last
payment)
Number of
shares
subscribed
Total
funds
raised by
our Group
Post-
money
valuation
Average and
approximate
cost per share
paid after
taking into
account the
effect of the
Capitalization
Issue
Discount
to the
Offer
Price (2)
(RMB
million)
(RMB
million) (HKD)
1 Series
Angel (3)
November 10,
2015
December 8,
2015
366,863 12.9 83 (4) 0.4 98.7%
2 Series
Pre-A (5)
June 17 and
23, 2016
July 13, 2016 – – 200 0.9 97.0%
3 Series A (6) November 25,
2016
March 16,
2017
417,682 37.5 250 1.0 96.8%
4 Series B1 (7) August 3, 2018 January 11,
2019
235,212 65 920 3.0 90.1%
5 Series B2 (8) December 26,
2018
March 27,
2019
85,363 47.5 1,900 6.1 80.1%
6 Series B3 (9) March 1, 2019 April 16,
2019
217,948 165 2,750 (4) 8.3 72.9%
7 Series C (10) June 2, 2020 August 24,
2020
181,889 286.1 6,000 17.2 43.7%
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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Notes:
(1) For the avoidance of doubt, in the case of our series Angel financing, series Pre-A financing, series A
financing, series B1 financing, series B2 financing, series B3 financing and series C financing, the
information presented in this table reflects the details of the offshore issuance of Series Angel Preferred
Shares, Series Pre-A Preferred Shares, Series A Preferred Shares, Series B1 Preferred Shares, Series B2
Preferred Shares, Series B3 Preferred Shares, and Series C Preferred Shares, except for the calculation
of cost per Preferred Share paid which is based on the consideration of onshore financing of Shanghai
Jushuitan.
(2) The discount to the Offer Price is calculated based on the offer price of HK$30.60 per Share, assuming
the conversion of the Preferred Shares into Shares on a one-to-one basis have been completed prior to
the Listing.
(3) On November 10, 2015, Shanghai Ameba Baihui, Mr. Chen Haohui and Mr. Wu Xiaoguang entered into
an investment agreement with the then shareholders of Shanghai Jushuitan, pursuant to which additional
registered capital in Shanghai Jushuitan in the amount of RMB366,863 was subscribed for in total for
a total cash consideration of RMB12.875 million.
(4) As there was more than one post-money valuation figure for each of the Series Angel and Series B3
rounds of pre-IPO financing, we have calculated the post-money valuation by dividing the total funds
raised by our Group by the number of shares subscribed, then multiplying by the total registered capital.
(5) Series Pre-A did not involve subscription of share capital in Shanghai Jushuitan and represented share
transfers from existing shareholders to a Pre-IPO Investor. On June 17, 2016, Mr. Wang entered into a
share transfer agreement with Shanghai Ameba Baihui, pursuant to which Shanghai Ameba Baihui
received 0.25% equity interest in Shanghai Jushuitan held by Mr. Wang (equivalent to registered capital
in the amount of RMB5,917). On June 17, 2016 and June 23, 2016, Mr. Li entered into share transfer
agreements with Shanghai Ameba Baihui, pursuant to which Shanghai Ameba Baihui received 1.5%
equity interest in Shanghai Jushuitan held by Mr. Li (equivalent to registered capital in the amount of
RMB35,503). Consequently, Shanghai Ameba Baihui received a total of 41,420 Pre-A Preferred Shares
for a total cash consideration of RMB3.5 million.
(6) On November 25, 2016, Huzhou Wanlu, Fuzhou Ameba, Shanghai Ameba Baihui and Beijing Weiguang
Equity Investment Partnership (L.P .) entered into an investment agreement with the then shareholders
of Shanghai Jushuitan, pursuant to which additional registered capital in Shanghai Jushuitan in the
amount of RMB417,682 was subscribed for in total for a total cash consideration of RMB37.5 million.
(7) On August 3, 2018, Suzhou Y uanjing, Hangzhou Y uanjing and Dimension Enterprises Limited entered
into a capital increase agreement with the then shareholders of Shanghai Jushuitan, pursuant to which
additional registered capital in Shanghai Jushuitan in the amount of RMB235,212 was subscribed for in
total for a total cash consideration of RMB65 million.
(8) On December 26, 2018, Shanghai Blue Lake, Blue Lake Capital Fund II, L.P . and Jiaxing Huihai
Tianyuan Investment Management Partnership (L.P .) ( ྗጳ౉ऎ͞๕ҳ༟၍ଣΥྫΆุ(Υྫ)
(“Jiaxing Huihai ”) entered into an investment agreement with the then shareholders of Shanghai
Jushuitan, pursuant to which additional registered capital in Shanghai Jushuitan in the amount of
RMB85,363 was subscribed for in total for a total cash consideration of RMB47.5 million.
(9) On March 1, 2019, HongShan Zhisheng entered into an investment agreement with the then shareholders
of Shanghai Jushuitan, pursuant to which additional registered capital in Shanghai Jushuitan in the
amount of RMB217,948 was subscribed for in total for a total cash consideration of RMB165 million.
(10) On June 2, 2020, Broad Street Investments Holding (Singapore) Pte. Ltd., StoneBridge 2020, L.P .,
StoneBridge 2020 Offshore Holdings II, L.P ., CICC Gongying Fund and Blue Lake Capital Fund II, L.P .
entered into an investment agreement with the then shareholders of Shanghai Jushuitan, pursuant to
which additional registered capital in Shanghai Jushuitan in the amount of RMB181,889 was subscribed
for in total for a total cash consideration of RMB286,112,390. After the settlement of this series of
financing, the shareholding of Shanghai Jushuitan was that of the table illustrating the shareholding of
Shanghai Jushuitan immediately prior to the commencement of the Reorganization under
“– Reorganization” in this section.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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2. Principal Terms of the Pre-IPO Investments
Basis of determining the
consideration paid
The consideration for each round of the Pre-IPO
Investments was determined based on arm’s length
negotiations between our Company and the Pre-IPO
Investors after taking into consideration the timing
of the Pre-IPO Investment, our valuation when the
investment agreement was entered into and the
business operations and financial performance of
our Group.
Lock-up The Pre-IPO Investors are not subject to any
lock-up arrangement at the time of Listing under the
relevant agreements in relation to the Pre-IPO
Investments. For further information about lock-up
arrangements by the Pre-IPO Investors to the
Underwriters, please refer to the section headed
“Underwriting – Undertakings by Other Existing
Shareholders” in this Prospectus.
Use of proceeds from the
Pre-IPO Investments
As of the Latest Practicable Date, we have fully
utilized the proceeds from the Pre-IPO Investments
for the principal business of our Group as approved
by the Board, including for the purpose of business
expansion and general working capital.
Strategic benefit from the
Pre-IPO Investments to
our Group
At the time of each of the Pre-IPO Investments, our
Directors were of the view that our Company could
benefit from the Pre-IPO Investors’ investment
knowledge and experience in E-commerce SaaS
market and the Pre-IPO Investments demonstrated
the Pre-IPO Investors’ confidence in the operation
and development of our Group.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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--- page 173 ---
3. Special Rights of the Pre-IPO Investors
Prior to the Reorganization, Shanghai Jushuitan entered into amended and restated
onshore shareholders agreements with its existing shareholders after each round of the Pre-IPO
Investments. Such onshore shareholders agreements provided for shareholder rights such as
pre-emptive rights, co-sale rights, anti-dilution rights, share repurchase rights and liquidation
rights in favour of Pre-IPO Investors holding Preferred Shares. After the Reorganization,
Shanghai Jushuitan became a subsidiary of our Company, and the Pre-Reorganization
Shareholders, or nominees thereof, became our Pre-IPO Investors to reflect and mirror the
shareholding structure of Shanghai Jushuitan before the Reorganization. As such, our Company
and, among others, the Pre-IPO Investors entered into a shareholders agreement dated February
21, 2023, as amended by an amendment agreement dated June 8, 2023 and superseded by a
shareholders agreement dated May 20, 2025 (the “ Shareholders Agreement ”), in order to
mirror the shareholder rights, including pre-emptive rights, under the then effective onshore
shareholders agreement prior to the Reorganization. Pursuant to the Shareholders Agreement
and the currently effective memorandum of association and articles of association (the
“Current Articles of Association ”) of our Company, certain Pre-IPO Investors have, among
other rights, (i) information rights; (ii) preemptive rights; (iii) liquidation rights; (iv)
registration rights; and (v) redemption rights.
Pursuant to the preemptive rights under the Shareholders Agreement and in compliance
with Chapter 4.2 of the Guide for New Listing Applicants issued by the Stock Exchange, each
Pre-IPO Investor holding Preferred Shares shall have the right to subscribe for, at the Offer
Price, new securities to be issued by our Company which shall include, among others, the
Shares to be issued as part of an IPO so as to maintain its percentage of shareholding interest
in our Company (on a fully-diluted and as-converted basis) immediately before such IPO. The
preemptive rights will be terminated upon the completion of a qualified IPO.
The redemption rights under the Shareholders Agreement and the Current Articles of
Association shall be terminated immediately before the first submission of a listing application
to the Stock Exchange. The redemption rights shall be automatically reinstated upon the
earliest of: (a) the return or rejection of the listing application from the Stock Exchange; (b)
our Company serving a notice of withdrawal of the listing application to the Stock Exchange;
(c) the non-renewal of the listing application to the Stock Exchange within six months after the
listing application has lapsed; or (d) the failure by the Company to consummate a qualified IPO
on the Stock Exchange on or prior to December 31, 2025 unless the relevant listing application
has yet to lapse, in which case the redemption rights shall be automatically reinstated upon the
lapse of such listing application after December 31, 2025.
Save as disclosed above, all other special rights of the Pre-IPO Investors granted under
the foregoing documents will be automatically terminated upon the completion of a qualified
IPO.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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--- page 174 ---
4. Joint Sponsors’ Confirmation
On the basis that (i) the Listing Date, being the first day of trading of the Shares on the
Stock Exchange, will take place no earlier than 120 clear days after completion of the Pre-IPO
Investments; (ii) the preemptive rights will be terminated upon the completion of a qualified
IPO; (iii) the redemption rights shall be terminated immediately before the first submission of
a listing application to the Stock Exchange; and (iv) all other special rights of the Pre-IPO
Investors granted under the foregoing documents will be automatically terminated upon the
completion of a qualified IPO, the Joint Sponsors are of the view that the Pre-IPO Investments
are in compliance with Chapter 4.2 of the Guide for New Listing Applicants issued by the
Stock Exchange.
5. Information about the Pre-IPO Investors
The background information of our Pre-IPO Investors is set out below.
Daniel and Owen Limited
Daniel and Owen Limited is an investment holding company incorporated under the laws
of BVI. Daniel and Owen Limited is wholly owned by Mr. Chen Haohui (ሾ), who is a
private investor and an Independent Third Party.
Bottle Tea Limited
Bottle Tea Limited is an investment holding company incorporated under the laws of BVI.
Bottle Tea Limited is wholly owned by Mr. Liu Zhongyang ( ᄎʕ౮), who is a private investor
and an Independent Third Party.
Ameba Bamboo Limited and Ameba Mercury Limited
Ameba Bamboo Limited is a limited liability company incorporated in Hong Kong which
is wholly owned by Shanghai Huiju Management Consulting Partnership (L.P .) ( ɪऎฯམ၍ଣ
ፔ༔ΥྫΆุ(Υྫ)), a partnership established under the laws of the PRC. The general
partner of Shanghai Huiju Management Consulting Partnership (L.P .) is Shanghai Ameba
Investment Management Co., Ltd. (ʮ̡), which focuses on
venture capital investments and is held as to 94.12% by Ms. Cheng Qi ( ೻೘), who is the
spouse of Mr. Wang Donghui, one of our Directors as of the Latest Practicable Date but who
has resigned from directorship, conditional and effective upon the Listing Date.
Ameba Mercury Limited is a limited liability company incorporated in Hong Kong which
is a special purpose vehicle established and wholly owned by Ameba China SaaS Fund, L.P .
solely for the purpose of equity investment in the Company. Ameba China SaaS Fund, L.P . is
a private fund established under the laws of the Cayman Islands which focuses on investments
in companies in the technology sector. The general partner of Ameba China SaaS Fund, L.P .
is Ameba Capital Partners LLC, which is held as to 51% by Mr. Wang Donghui.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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--- page 175 ---
Beijing Weiguang Equity Investment Partnership (L.P .)
Beijing Weiguang Equity Investment Partnership (L.P .) (ᛆҳ༟ΥྫΆุ(Ϟ
Υྫ)) is a limited partnership established under the laws of the PRC which is engaged in
investment management and consulting. The general partner of Beijing Weiguang Equity
Investment Partnership (L.P .) is Shenzhen Weiguang Qiming Investment Management Co., Ltd.
(ʮ̡).
Mr. Wu Xiaoguang (Έ), previously a supervisor at Shanghai Jushuitan, is an
executive director of Shenzhen Weiguang Qiming Investment Management Co., Ltd. Ms. Wu
Xiaomin ( юቢઽ) is the general manager and ultimate beneficiary of Shenzhen Weiguang
Qiming Investment Management Co., Ltd. Ms. Wu Xiaomin holds a majority interest in Beijing
Weiguang Equity Investment Partnership (L.P .), and wholly owns Shenzhen Weiguang Qiming
Investment Management Co., Ltd.
Seashine Capital Limited and GRANITE ASIA VIII INVESTMENTS PTE. LTD.
Seashine Capital Limited is a special purpose vehicle incorporated under the laws of BVI.
It is wholly owned by GRANITE ASIA VIII INVESTMENTS PTE. LTD.
GRANITE ASIA VIII INVESTMENTS PTE. LTD. is a private company limited by shares
incorporated in the Republic of Singapore. It is an investment holding company wholly-owned
by GGV VIII Investments, L.L.C., which is owned by Mr. Ji-xun Foo, Ms. Lee Hong Wei
Jenny, Mr. Jeffrey Gordon Richards, Mr. Glenn Brian Solomon, Mr. Hans Tung and Mr. Oren
Y unger, who are all Independent Third Parties.
Shanghai Jingyu Enterprise Management Consulting Partnership (L.P .)
Shanghai Jingyu Enterprise Management Consulting Partnership (L.P .) ( ɪऎዽౕΆุ၍
ଣፔ༔ΥྫΆุ(Υྫ)) is a limited partnership established under the laws of the PRC
which is engaged in management and financial consulting. The general partner of Shanghai
Jingyu Enterprise Management Consulting Partnership (L.P .) is Hangzhou Y uanjing Erjiu
Equity Investment Fund Management Partnership (L.P .) (၍ଣΥྫ
Άุ(Υྫ)).
The general partner of Hangzhou Y uanjing Erjiu Equity Investment Fund Management
Partnership (L.P .) is Hangzhou Y uanjing Investment Management Co., Ltd. (ψ෥ዽҳ༟၍
ʮ̡). Mr. Chen Hongliang (ڥݳis an executive director and general manager of
Hangzhou Y uanjing Investment Management Co., Ltd. Mr. Chen Hongliang is also one of our
Directors as of the Latest Practicable Date but who has resigned from directorship, conditional
and effective upon the Listing Date.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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VP JST I LP and VP JST II LP
VP JST I LP is a limited partnership established under the laws of BVI. The general
partner of VP JST I LP is Vision Plus Capital Management LP . The general partner of Vision
Plus Capital Management LP is Vision Plus Capital Management Limited.
VP JST II LP is a limited partnership established under the laws of BVI. The general
partner of VP JST II LP is Vision Plus Capital Management II Limited.
Vision Plus Capital Management Limited is directly wholly owned by Luck Legend
International Holdings Limited, which also holds Vision Plus Capital Management II Limited
as to 60%. Luck Legend International Holdings Limited, an investment holding company, is
directly wholly owned by Mr. Wu Y ongming, who is the CEO of Alibaba Group, a private
investor and an Independent Third Party.
Shanghai Blue Lake
Shanghai Blue Lake (as defined above) is a limited partnership established under the laws
of the PRC which is engaged in investment management and consulting. The general partner
of Shanghai Blue Lake is Shanghai Zhenmian Enterprise Management Consulting Partnership
(L.P .) (ɪऎጲਐΆุ၍ଣፔ༔ΥྫΆุ(Υྫ)), whose general partner is Ningbo Meishan
Free Trade Port Lansanzhongning Investment Management Co., Ltd. (೼ಥਜᔝɧ
ʮ̡). Ningbo Meishan Free Trade Port Lansanzhongning Management Co.,
Ltd. is owned as to 40% by Mr. Yin Ming (׼40% by Mr. Hu Lei and 20% by Kunshan
Xinghua Investment Consulting Center (L.P .) (ʆጳശҳ༟ፔ༔ʕː(Υ͹). Mr. Hu Lei
and Mr. Yin Ming are private investors and Independent Third Parties.
No single investor holds 30% or more of the limited partnership interests in Shanghai
Blue Lake.
Blue Lake Capital Fund II, L.P .
Blue Lake Capital Fund II, L.P . is an exempted limited partnership established under the
laws of the Cayman Islands. The general partner of Blue Lake Capital Fund II, L.P . is Blue
Lake Capital Fund II GP , L.P ., whose general partner is Blue Lake Capital Fund II GP , Ltd.
Blue Lake Capital Fund II GP , Ltd. is wholly owned by Ms. Ni Na, who is a private
investor and an Independent Third Party.
No single investor holds 30% or more of the limited partnership interests in Blue Lake
Capital Fund II, L.P ..
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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Blue Lake Capital Opportunity Fund I, L.P .
Blue Lake Capital Opportunity Fund I, L.P . is an exempted limited partnership established
under the laws of the Cayman Islands. The general partner of Blue Lake Capital Opportunity
Fund I, L.P . is Blue Lake Capital Opportunity Fund I GP , L.P ., whose general partner is Blue
Lake Capital Opportunity Fund I GP , Ltd.
Blue Lake Capital Opportunity Fund I GP , Ltd. is wholly owned by Mr. Hu Lei, who is
a private investor and an Independent Third Party.
No single investor holds 30% or more of the limited partnership interests in Blue Lake
Capital Opportunity Fund I, L.P .
HongShan Zhisheng
Max Dazzle Limitedʮ̡ is the entity of HongShan Zhisheng through which
HongShan Zhisheng holds Shares as a Pre-Reorganization Shareholder, and is a private limited
liability company incorporated in the Cayman Islands. Max Dazzle Limited is wholly owned
by Shanghai Shibo Enterprise Management Consulting Partnership (L.P .) ( ɪऎႫཔΆุ၍ଣ
ፔ༔ΥྫΆุ(Υྫ)), which is owned as to 99.92% by HongShan Zhisheng as limited
partner. The general partner of both HongShan Zhisheng and Shanghai Shibo Enterprise
Management Consulting Partnership (L.P .) is Jiaxing HongShan Kunsheng Investment
Management Partnership (L.P .) (ӄտସҳ༟၍ଣΥྫΆุ(Υྫ)).
The general partner of Jiaxing HongShan Kunsheng Investment Management Partnership
is Ningbo Meishan Free Trade Port Area HongShan Huanjia Investment Management Co., Ltd.
(ʮ̡), which is ultimately controlled by Mr. Zhou
Kui ( մඃ), one of our Directors as of the Latest Practicable Date but who has resigned from
directorship, conditional and effective upon the Listing Date.
CICC Gongying Fund
CICC Gongying Fund is a limited partnership established under the laws of the PRC. The
general partner of CICC Gongying Fund is CICC Capital Management Co., Ltd. (༟͉༶
ʮ̡), which is wholly-owned by China International Capital Corporation Limited ( ʕ
ʮ̡).
Shanghai Zhuolu Management Consulting Partnership (L.P .)
Shanghai Zhuolu Management Consulting Partnership (L.P .) ( ɪऎՙ⛴၍ଣፔ༔ΥྫΆุ
(Υྫ)) is a limited partnership established under the laws of the PRC which is engaged
in investment consulting. The general partner of Shanghai Zhuolu Management Consulting
Partnership (L.P .) is Mr. Zhuo Xu ( ՙҏ), who is a private investor and an Independent Third
Party.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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IKARIA GROUP LIMITED
IKARIA GROUP LIMITED is a private limited liability company incorporated in the
Cayman Islands. IKARIA GROUP LIMITED is an investment company focusing on
investments in technology companies, and it is owned as to 34.08% by Ms. Jacqueline Chan,
who is a private investor and an Independent Third Party.
SHARE CONVERSION AND AUTHORISED CAPITAL INCREASE
Pursuant to the written resolutions of our Shareholders passed on October 5, 2025, upon
Listing, each of the Preferred Shares will be converted into Shares on a one-to-one basis by
way of re-designation and re-classification (the “ Share Conversion ”), and the authorised share
capital of the Company will be increased from US$50,000 divided into 500,000,000 Shares of
US$0.0001 par value each to US$100,000 divided into 1,000,000,000 Shares of US$0.0001 par
value each (the “ Authorised Capital Increase ”). Upon completion of the Share Conversion
and Authorised Capital Increase, the authorised share capital of the Company will be changed
from 498,434,882 Ordinary Shares, 288,441 Series Angel Preferred Shares, 79,290 Series
Pre-A Preferred Shares, 299,137 Series A Preferred Shares, 235,212 Series B1 Preferred
Shares, 234,749 Series B2 Preferred Shares, 286,239 Series B3 Preferred Shares, and 142,050
Series C Preferred Shares of a par value of US$0.0001 each to US$100,000 divided into
1,000,000,000 Shares of US$0.0001 par value each.
CAPITALIZATION ISSUE
Pursuant to the written resolutions of our Shareholders passed on October 5, 2025, and
subject to the share premium account of our Company being credited as a result of the issue
of Offer Shares pursuant to the Global Offering, our Directors are authorized to allot and issue
a total of 354,293,676 Shares credited as fully paid at par on the Listing Date to the holders
of Shares on the register of members of our Company in the Cayman Islands at the close of
business on the business day preceding the Listing Date, in proportion to their existing
respective shareholdings (save that no holder of Shares shall be entitled to be allotted or issued
any fraction of a Share) by way of the capitalization of the sum of US$35,429.3676 standing
to the credit of the share premium account of our Company. The Shares to be allotted and
issued pursuant to this resolution shall rank pari passu in all respects with the existing issued
Shares.
PUBLIC FLOAT
Rule 8.08 of the Listing Rules requires that there must be an open market in the securities
for which listing is sought. This will normally mean that for a class of securities new to listing,
at least a minimum prescribed percentage of that class of securities must be held by the public
at the time of listing. Where the expected market value of the class of securities at the time of
listing is over HK$6,000,000,000 but not exceeding HK$30,000,000,000, the minimum
prescribed percentage is determined at the higher of: (i) the percentage that would result in the
expected market value of such securities held by the public to be HK$1,500,000,000 at the time
of listing; and (ii) 15%.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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Based on (i) the Offer Price of HK$30.60, and (ii) 426,038,600 Shares which are expected
to be in issue immediately upon completion of the Capitalization Issue and the Global Offering
(assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised),
it is expected that the market value of the Shares at the time of Listing will be HK$13,036.8
million. Accordingly, at least 15% of the total number of issued Shares must be held by the
public at the time of Listing.
Upon the completion of the Capitalization Issue and the Global Offering (assuming the
Offer Size Adjustment Option and the Over-allotment Option are not exercised), the Shares
held by certain of our Shareholders who are, or are indirectly controlled by, our core connected
persons, will not be counted towards the public float. Details of these Shareholders and their
controllers (if applicable) are set out below:
 Black Tea Limited, wholly owned by Mr. Luo, our Chairman, executive Director and
substantial shareholder, holding 19.16% of the issued share capital of our Company;
 Popogo Limited, wholly owned by Mr. He, our executive Director and substantial
shareholder, holding 11.40% of the issued share capital of our Company;
 Taurus Lee Limited, wholly owned by Mr. Li, our executive Director and substantial
shareholder, holding 5.43% of the issued share capital of our Company; and
 Nico and Winco Limited, wholly owned by Mr. Wang, our executive Director,
holding 3.39% of the issued share capital of our Company.
Shares held by Shareholders other than as set out above will be counted towards the
public float for the purpose of Rule 8.08 of the Listing Rules as they will not be core connected
persons of our Company upon Listing, are not accustomed to take instructions from core
connected persons in relation to the acquisition, disposal, voting or other disposition of their
Shares, and their acquisition of Shares were not financed directly or indirectly by core
connected persons.
Based on the above, it is expected that immediately following the completion of the
Capitalization Issue and the Global Offering (assuming the Offer Size Adjustment Option and
the Over-allotment Option are not exercised), approximately 60.63% of our Company’s total
issued Shares will be held by the public upon completion of the Capitalization Issue and the
Global Offering in accordance with Rule 8.08 of the Listing Rules.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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FREE FLOAT
Rule 8.08A of the Listing Rules requires that there must be sufficient shares for which
listing is sought by a new applicant that are held by the public and available for trading upon
listing. This will normally mean that the portion of the class of shares for which listing is
sought that are held by the public and not subject to any disposal restrictions (whether under
contract, the Listing Rules, applicable laws or otherwise), at the time of listing must (i)
represent at least 10% of the total number of issued Shares in the class of shares for which
listing is sought (excluding treasury shares), with an expected market value at the time of
listing of not less than HK$50,000,000; or (ii) have an expected market value at the time of
listing of not less than HK$600,000,000.
On the basis that (i) no Offer Shares will be allocated under the Global Offering to any
core connected person of our Company or person which is not regarded as a member of the
public under Rule 8.24 of the Listing Rules, (ii) all Shares to be issued to the cornerstone
investors (if any) and (iii) all Shares held by existing Shareholders are subject to lock-up
undertakings and therefore are excluded for the purpose of satisfying the free float requirement
(assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised)
and based on the Offer Price of HK$30.60, upon completion of the Global Offering, it is
expected that 35,103,300 Shares, with an expected market value at the time of listing of
approximately HK$1,074.2 million, will be held by the public and not subject to any disposal
restrictions (whether under contract, the Listing Rules, applicable laws or otherwise) at the
time of the listing. Accordingly, the Company will satisfy the free float requirement under Rule
8.08A of the Listing Rules.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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CAPITALIZATION
The below table summarizes the capitalization of our Company as of the Latest Practicable Date and immediately upon completion of the
Capitalization Issue and the Global Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised).
As of the Latest
Practicable Date (2)
Immediately upon the completion
of the Capitalization Issue and
the Global Offering (assuming
the Offer Size Adjustment Option
and the Over-allotment Option
are not exercised)
Shareholder (1)
Ordinary
Shares
Series
Angel
Preferred
Shares
Series
Pre-A
Preferred
Shares
Series A
Preferred
Shares
Series B1
Preferred
Shares
Series B2
Preferred
Shares
Series B3
Preferred
Shares
Series C
Preferred
Shares
Number of
Shares
Ownership
percentage
Number of
Shares
Ownership
percentage
Black Tea Limited 816,20 5––––––– 816,205 22.81% 81,620,500 19.16%
Popogo Limited 485,80 6––––––– 485,806 13.57% 48,580,600 11.40%
Taurus Lee Limited 231,20 5––––––– 231,205 6.46% 23,120,500 5.43%
Nico and Winco Limited 144,24 6––––––– 144,246 4.03% 14,424,600 3.39%
Daniel and Owen Limited – 11,83 4–––––– 1 1,834 0.33% 1,183,400 0.28%
Bottle Tea Limited – – 14,20 1––––– 14,201 0.40% 1,420,100 0.33%
Ameba Bamboo Limited – 43,348 1,775 131,02 6–––– 176,149 4.92% 17,614,900 4.13%
Ameba Mercury Limited – 74,953 39,645 47,16 5–––– 161,763 4.52% 16,176,300 3.80%
Beijing Weiguang Equity Investment
Partnership (L.P .) – 5,731 23,669 83,53 7–––– 1 12,937 3.16% 11,293,700 2.65%
Seashine Capital Limited – 76,28 8–––––– 76,288 2.13% 7,628,800 1.79%
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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As of the Latest
Practicable Date (2)
Immediately upon the completion
of the Capitalization Issue and
the Global Offering (assuming
the Offer Size Adjustment Option
and the Over-allotment Option
are not exercised)
Shareholder (1)
Ordinary
Shares
Series
Angel
Preferred
Shares
Series
Pre-A
Preferred
Shares
Series A
Preferred
Shares
Series B1
Preferred
Shares
Series B2
Preferred
Shares
Series B3
Preferred
Shares
Series C
Preferred
Shares
Number of
Shares
Ownership
percentage
Number of
Shares
Ownership
percentage
GRANITE ASIA VIII
INVESTMENTS PTE. LTD. – 76,28 7–––––– 76,287 2.13% 10,172,000 (3) 2.39%
Shanghai Jingyu Enterprise
Management Consulting
Partnership (L.P .) –––– 89,604 13,008 – – 102,612 2.87% 10,261,200 2.41%
V P J S T I I L P –––– 89,604 13,008 – – 102,612 2.87% 10,261,200 2.41%
V P J S T I L P –––– 56,004 8,129 – – 64,133 1.79% 6,413,300 1.51%
Shanghai Blue Lake ––––– 95,305 – – 95,305 2.66% 9,530,500 2.24%
Blue Lake Capital Fund II, L.P . ––––– 72,007 – 47,799 119,806 3.35% 11,980,600 2.81%
Blue Lake Capital Opportunity
Fund I, L.P . 24,36 4––––––– 24,364 0.68% 4,979,700
(4) 1.17%
Max Dazzle Limited –––––– 286,239 – 286,239 8.00% 28,623,900 6.72%
CICC Gongying Fund ––––––– 94,251 94,251 2.63% 9,425,100 2.21%
Shanghai Zhuolu Management
Consulting Partnership (L.P .) – – – 37,40 9–––– 37,409 1.05% 3,740,900 0.88%
IKARIA GROUP LIMITED ––––– 33,292 – – 33,292 0.93% 3,329,200 0.78%
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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As of the Latest
Practicable Date (2)
Immediately upon the completion
of the Capitalization Issue and
the Global Offering (assuming
the Offer Size Adjustment Option
and the Over-allotment Option
are not exercised)
Shareholder (1)
Ordinary
Shares
Series
Angel
Preferred
Shares
Series
Pre-A
Preferred
Shares
Series A
Preferred
Shares
Series B1
Preferred
Shares
Series B2
Preferred
Shares
Series B3
Preferred
Shares
Series C
Preferred
Shares
Number of
Shares
Ownership
percentage
Number of
Shares
Ownership
percentage
JST Incentive Plan Limited 311,78 0––––––– 3 1 1,780 8.71% 31,178,000 7.32%
Other public investors taking part in
the Global Offering –––––––– – – 63,079,600 (5) 14.81%
Total 2,013,606 288,441 79,290 299,137 235,212 234,749 286,239 142,050 3,578,724 100% 426,038,600 100%
Notes:
(1) Based on the Company’s register of members upon the completion of the issuance of Shares set out in note (2) below.
(2) 311,780 Shares were issued to the ESOP Trustee on October 6, 2025.
(3) Comprises (i) 7,628,700 Shares held by GRANITE ASIA VIII INVESTMENTS PTE. LTD. as of the Latest Practicable Date (taking into account the Capitali zation Issue);
and (ii) 2,543,300 Shares to be subscribed for by GRANITE ASIA VIII INVESTMENTS PTE. LTD. as a Cornerstone Investor. For details, see the section heade d
“Cornerstone Investors” in this Prospectus.
(4) Comprises (i) 2,436,400 Shares held by Blue Lake Capital Opportunity Fund I, L.P . as of the Latest Practicable Date (taking into account the Capita lization Issue); and
(ii) 2,543,300 Shares to be subscribed for by Blue Lake Capital Opportunity Fund I, L.P . as a Cornerstone Investor. For details, see the section headed “Cornerstone
Investors” in this Prospectus.
(5) Excludes GRANITE ASIA VIII INVESTMENTS PTE. LTD. and GRANITE ASIA VIII INVESTMENTS PTE. LTD. who are existing Shareholders and who will subscribe
for 2,436,400 Shares and 2,436,400 Shares, respectively, as Cornerstone Investors. For details, see the section headed “Cornerstone Investors” in this Prospectus.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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ISSUE OF SHARES FOR EMPLOYEE INCENTIVE
Shanghai Jushuitan previously adopted two employee incentive plans (the “ Previous
Employee Incentive Plans ”) in January 2018 and March 2021 respectively, under which
equity interests corresponding to a total of RMB311,780 of the registered capital of Shanghai
Jushuitan were issuable in the form of share awards granted to employees of our Group. The
Previous Employee Incentive Plans were terminated on June 8, 2023.
Our Company has reserved 311,780 Shares for employee incentive, representing
approximately 8.71% of the issued share capital of our Company, as of the Latest Practicable
Date. On April 15, 2024, the Pre-IPO Share Option Scheme was adopted. On October 6, 2025,
our Company issued 311,780 Shares (which will be adjusted proportionally to 31,178,000
Shares immediately following the Capitalization Issue) underlying the Share Options which
have been granted to specific participants to the ESOP Trustee appointed to administer the
Pre-IPO Share Option Scheme prior to the Listing. Such number of Shares corresponds to
awards granted to specific participants of the Pre-IPO Share Option Scheme prior to the
Listing. No further grant will be made under the Pre-IPO Share Option Scheme after the
Listing. Given that the 31,178,000 Shares (after taking into account the Capitalization Issue)
for employee incentive (i) have already been issued prior to the Listing and (ii) form part of
the Shares in issue and to be issued pursuant to the Capitalization Issue, for which listing has
already been applied for, further listing application is not required to be made in respect of such
31,178,000 Shares after the Listing.
PRC REGULATORY REQUIREMENTS
Our PRC Legal Advisor has confirmed that the share transfers, reorganizations and
acquisitions in respects of the PRC companies in our Group as described above have been
properly and legally completed and all governmental approvals have been obtained in
accordance with PRC laws and regulations.
M&A Rules
The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign
Investors ()( “ M&A Rules ”) jointly issued by
MOFCOM, the SASAC, the STA, the CSRC, the SAIC (currently known as the SAMR) and the
SAFE on August 8, 2006, effective as of September 8, 2006 and amended on June 22, 2009
with immediate effect, require that a special purpose vehicle, formed for overseas listing
purposes and controlled directly or indirectly by PRC companies or individuals through
acquisitions of shares of or equity interests in PRC domestic companies, 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.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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Our PRC Legal Advisor is of the opinion that prior CSRC approval for this offering is not
required under the M&A Rules because (i) the CSRC currently has not issued any definitive
rule or interpretation concerning whether offerings like ours under this document are subject
to the M&A Rules; and (ii) our wholly-owned PRC subsidiaries were established by means of
direct investment and not through mergers or acquisitions of a “PRC domestic company”
owned by PRC companies or individuals as defined under the M&A Rules that are the
beneficial owners of our Company. However, the M&A Rules may be subject to further
interpretation and implementation, our PRC Legal Advisor further advises that its opinions
summarized above are subject to any new laws, rules and regulations or detailed
implementations and interpretations in any form relating to the M&A Rules.
SAFE Registration
Pursuant to the SAFE Circular 37 promulgated by SAFE on July 4, 2014, (a) a PRC
resident must register with the local SAFE branch before he or she contributes assets or equity
interests to an overseas special purpose vehicle (the “ Overseas SPV ”) that is directly
established or indirectly controlled by the PRC resident for the purpose of conducting
investment or financing, and (b) following the initial registration, the PRC resident is also
required to register with the local SAFE branch for any major change, in respect of the
Overseas SPV , including, among other things, a change of the Overseas SPV’s PRC resident
shareholder(s), the name of the Overseas SPV , terms of operation, or any increase or reduction
of the Overseas SPV’s capital, share transfer or swap, and merger or division. Pursuant to
SAFE Circular 37, failure to comply with these registration procedures may result in penalties.
Pursuant to the ODI Rules, a domestic institution shall undergo the procedure of overseas
direct investment registration for foreign investment in accordance with the provisions of the
ODI Rules, which require the domestic institution to register with the local SAFE prior to its
overseas direct investment and handle the overseas direct investment registration, modification
or filing formalities for any major change of its overseas direct investment.
Pursuant to the SAFE Circular 13 promulgated by SAFE on February 13, 2015, the power
to accept SAFE registration was delegated from local SAFE to local banks where the assets or
interests in the domestic entity are located.
As advised by our PRC Legal Advisor, (i) our executive Directors who are PRC residents
and indirectly hold shares in our Company, namely Mr. Luo, Mr. He, Mr. Li, and Mr. Wang,
have completed their respective registration under SAFE Circular 13 and SAFE Circular 37 on
December 17, 2021; and (ii) as part of the Reorganization, all our Shareholders which are
domestic institutions under the ODI Rules have completed their overseas direct investment
registration with relevant governmental authorities.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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OUR CORPORATE STRUCTURE
Corporate Structure Immediately before the Completion of the Capitalization Issue and the Global Offering
The following chart sets forth our Group’s corporate and shareholding structure immediately prior to the completion of the Capitalization Issue
and the Global Offering, assuming that all of the Preferred Shares have been converted to ordinary Shares on a one-to-one basis:
Taurus Lee
Limited(1)
Golden Bull
Lee Limited(1)
Mr. Li(1)
Popogo
Limited(1)
XJ He
Limited(1)
HD Luo
Limited(1)
22.81% 13.57%
Ameba Bamboo
Limited(2)
Shanghai Huiju
Management
Consulting
Partnership (L.P.)
4.92%
Ameba Mercury
Limited(2)
Ameba China
SaaS Fund, L.P.
4.52%8.71% 6.46%
Nico and
Winco Limited(1)
Y Wang
Limited(1)
Mr. Wang(1)
4.03%
Blue Lake
Capital Fund
II., L.P.(2)
3.35%
Beijing Weiguang
Equity Investment
Partnership
(L.P.)(2)
3.16%
Shanghai Jingyu
Enterprise
Management
Consulting
Partnership
(L.P.)(2)
2.87%
VP JST II LP(2)
2.87%
Shanghai Blue
Lake(2)
2.66%
VP JST I LP(2)
1.79%2.63%
CICC
Gongying
Fund(2)
1.05%
Other Pre-IPO
Investors(3)
2.34%
Onshore
Offshore
Our Company
(Cayman Islands)
Hong Kong True Value Limited
(Hong Kong)
Shanghai Jushuitan
(PRC)
True Value Limited
(BVI)
100%
100%
100%
100%
Nanchang Jushuitan
Information
Technology
Co., Ltd.
(PRC)
100%
Jiaxing Jushuitan
Smart Technology
Co., Ltd.
(PRC)
90%(4)
Shanghai Juhuotong
E-Commerce
Co., Ltd.
(PRC)
100%
Shenzhen Zhongxiang
Network Technology
Co., Ltd.
(PRC)
100%
Zhuhai Furun
Technology Co., Ltd.
(PRC)
100%
Jiaxing Jushuitan
Information
Technology Co., Ltd.
(PRC)
100%
Shanghai
Shengshang
Technology
Co., Ltd.
(PRC)
85%(5)
Hangzhou Jushuitan
Network Technology
Co., Ltd.
(PRC)
2.13%2.13%
GRANITE
ASIA VIII
INVESTMENTS
PTE. LTD.(2)
Max Dazzle
Limited(2)
Shanghai Shibo
Enterprise
Management
Consulting
Partnership
(L.P.)
8.00%
Mr. Luo(1) Mr. He(1) JST Incentive
Plan Limited
HongShan
Zhisheng
Black Tea
Limited(1)
Seashine Capital
Limited(2)
Shanghai Zhuolu
Management
Consulting
Partnership
(L.P.)
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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--- page 187 ---
Notes:
(1) Mr. Luo, our chairman of the Board, executive Director and CEO, controls the voting rights of approximately 46.87% of the total issued Shares immed iately before the
completion of the Capitalization Issue and the Global Offering, assuming that all of the Preferred Shares have been converted to ordinary Shares on a o ne-to-one basis, including
(i) the voting rights of the Shares, representing approximately 22.81% of the total issued shares of our Company, held by Black Tea Limited, a wholly-o wned company of HD
Luo Limited, which is in turn wholly-owned by Mr. Luo; and (ii) by virtue of the V oting Proxy Agreement (as defined in “Relationship With our Controllin g Shareholders” in
this Prospectus), the voting rights of the Shares, representing approximately 24.07% in aggregate of the total issued share capital of our Company, w hich includes 13.57%, 6.46%
and 4.03%, held by (a) Popogo Limited, (b) Taurus Lee Limited, and (c) Nico and Winco Limited, respectively.
(2) For details of such Shareholders, see “– 5. Information about the Pre-IPO Investors” above.
(3) These include all of our other Pre-IPO Investors, each holding less than 1% of our total issued Shares immediately before the completion of the Capi talization Issue and the
Global Offering assuming that all of the Preferred Shares have been converted to ordinary Shares on a one-to-one basis, including IKARIA GROUP LIMITE D, Blue Lake Capital
Opportunity Fund I, L.P ., Bottle Tea Limited and Daniel and Owen Limited. See “– 5. Information about the Pre-IPO Investors” above.
(4) Mr. Cen Wenchu, our chief technology officer, holds the remaining 10% shareholding in Shanghai Juhuotong E-Commerce Co., Ltd.
(5) Mr. Cen Wenchu, our chief technology officer, holds the remaining 15% shareholding in Hangzhou Jushuitan Network Technology Co., Ltd.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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Corporate Structure Immediately Following the Completion of the Capitalization Issue and the Global Offering
The following chart sets forth our Group’s corporate and shareholding structure immediately after completion of the Capitalization Issue and
the Global Offering, assuming that (i) all of the Preferred Shares have been converted to ordinary Shares on a one-to-one basis, and (ii) the Offer
Size Adjustment Option and the Over-allotment Option are not exercised:
Popogo
Limited(1)
XJ He
Limited(1)
Mr. He(1)
Black Tea
Limited(1)
HD Luo
Limited(1)
Mr. Luo(1)
19.16% 11.40%
Onshore
Offshore
Our Company
(Cayman Islands)
Hong Kong True Value Limited
(Hong Kong)
Shanghai Jushuitan
(PRC)
True Value Limited
(BVI)
100%
100%
100%
100%
Nanchang Jushuitan
Information
Technology
Co., Ltd.
(PRC)
100%
Jiaxing Jushuitan
Smart Technology
Co., Ltd.
(PRC)
90%(4)
Shanghai Juhuotong
E-Commerce
Co., Ltd.
(PRC)
100%
Shenzhen Zhongxiang
Network Technology
Co., Ltd.
(PRC)
100%
Zhuhai Furun
Technology Co., Ltd.
(PRC)
100%
Jiaxing Jushuitan
Information
Technology Co., Ltd.
(PRC)
100%
Shanghai
Shengshang
Technology
Co., Ltd.
(PRC)
85%(5)
Hangzhou Jushuitan
Network Technology
Co., Ltd.
(PRC)
Blue Lake
Capital Fund
II., L.P.(2)
Beijing Weiguang
Equity Investment
Partnership
(L.P.)(2)
Nico and
Winco Limited(1)
Y Wang
Limited(1)
Mr. Wang(1)
3.39% 2.81% 2.65%
Shanghai Jingyu
Enterprise
Management
Consulting
Partnership
(L.P.)(2)
2.41%
VP JST II LP(2) Shanghai Blue
Lake(2)
2.41% 2.24% 2.21%
CICC
Gongying
Fund(2)
GRANITE
ASIA VIII
INVESTMENTS
PTE. LTD.(2)
VP JST I LP(2)
2.39%1.79% 1.51% 2.56% 14.81%
Other
Pre-IPO
Investors(3)
0.88%
Investors taking
part in the
Global Offering(6)
Ameba Bamboo
Limited(2)
Shanghai Huiju
Management
Consulting
Partnership
(L.P.)
4.13%
Ameba Mercury
Limited(2)
Ameba China
SaaS Fund, L.P.
3.80%
Mr. Li(1)
Max Dazzle
Limited(2)
Shanghai Shibo
Enterprise
Management
Consulting
 Partnership
(L.P.)
Taurus Lee
Limited(1)
Golden Bull
Lee Limited(1)
JST Incentive
Plan Limited
7.32% 6.72% 5.43%
HongShan
Zhisheng
Seashine Capital
Limited(2)
Shanghai Zhuolu
Management
Consulting
Partnership
(L.P.)
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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Notes:
(1) Mr. Luo, our chairman of the Board, executive Director and CEO, controls the voting rights of approximately 39.37% of the total issued Shares immed iately following the
completion of the Capitalization Issue and the Global Offering, assuming that (i) all of the Preferred Shares have been converted to ordinary Shares o n a one-to-one basis, and
(ii) the Offer Size Adjustment Option and the Over-allotment Option are not exercised, including (i) the voting rights of the Shares, representing ap proximately 19.16% of the
total issued shares of our Company, held by Black Tea Limited, a wholly-owned company of HD Luo Limited, which is in turn wholly-owned by Mr. Luo; and (ii ) by virtue
of the V oting Proxy Agreement (as defined in “Relationship With our Controlling Shareholders” in this Prospectus), the voting rights of the Shares, r epresenting approximately
20.22% in aggregate of the total issued share capital of our Company, which includes 11.40%, 5.43% and 3.39%, held by (a) Popogo Limited, (b) Taurus Lee Limited, and (c)
Nico and Winco Limited, respectively.
(2) For details of such Shareholders, see “– 5. Information about the Pre-IPO Investors” above.
(3) These include all of our other Pre-IPO Investors, each holding less than 1.2% of our total issued Shares immediately before the completion of the Ca pitalization Issue and the
Global Offering assuming that all of the Preferred Shares have been converted to ordinary Shares on a one-to-one basis, including IKARIA GROUP LIMITE D, Blue Lake Capital
Opportunity Fund I, L.P ., Bottle Tea Limited and Daniel and Owen Limited. See “– 5. Information about the Pre-IPO Investors” above.
(4) Mr. Cen Wenchu, our chief technology officer, holds the remaining 10% shareholding in Shanghai Juhuotong E-Commerce Co., Ltd.
(5) Mr. Cen Wenchu, our chief technology officer, holds the remaining 15% shareholding in Hangzhou Jushuitan Network Technology Co., Ltd.
(6) Excludes Blue Lake Capital Opportunity Fund I, L.P . and GRANITE ASIA VIII INVESTMENTS PTE. LTD. who are existing Shareholders and who will subscri be for 2,436,400
Shares and 2,436,400 Shares, respectively, as Cornerstone Investors. For details, see the section headed “Cornerstone Investors” in this Prospect us.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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WHO WE ARE
Jushuitan ( ၳ˥ᆐ) is China’s largest e-commerce SaaS ERP provider in terms of relevant
revenue in 2024, with a market share of 24.4%, exceeding the combined market share of the
second through the fifth largest players, according to CIC. We also ranked first in China’s
e-commerce operation SaaS market in terms of total SaaS revenue in 2024 with a market share
of 8.7%. In addition, we are China’s second largest e-commerce SaaS provider in terms of
relevant revenue in 2024, taking up 7.1% of the market share, according to CIC. Leveraging
the industry insights we accumulated in the past over 25 years by our founder, we have
developed cloud-based e-commerce SaaS products, and are able to facilitate the connection of
merchants with over 400 e-commerce platforms in China and across the world. Our offerings
provide customers of different kinds and sizes a unified and intuitive way to monitor, operate
and manage their businesses, and make data-driven intelligent decisions that help them excel
in the fast-evolving e-commerce industry. As of June 30, 2025, we served 92.6 thousand SaaS
customers across various categories. In 2024, our net dollar retention rate was 115%.
We offer a broad range of SaaS products and services in one-stop, helping our customers
seamlessly upgrade capabilities, improve performance and grow their cross-platform
businesses, while greatly reducing installation and operation costs.
 Jushuitan ERP is our cornerstone SaaS product, serving the core demands of
merchants associated with their fulfillment of e-commerce orders across major
platforms. Our Jushuitan ERP is designed for simplicity and ease of use. Merchants
can easily integrate, synchronize and coordinate all of their stores, orders, products,
inventories, and other operating or financial data from various platforms through
Jushuitan ERP , enjoying a streamlined cross-platform commerce experience. Key
features that our Jushuitan ERP provides include Order Management System
(OMS), Warehousing Management System (WMS), Procurement Management
System (PMS) and Distribution Management System (DMS), among others.
According to CIC, Jushuitan ERP has become the most popular e-commerce SaaS
ERP brand among Chinese merchants.
 With ERP at the core, we have further expanded product and service offerings to
include other e-commerce operation SaaS products, and became a one-stop
e-commerce SaaS provider. Our comprehensive SaaS tools serve various needs of
e-commerce participants to equip them with financial accounting, management
reporting and analytics, workflow management, and wholesale market procurement,
among others. With our products, they are better equipped in coordinating internal
resources and collaborating with external partners, including suppliers, distributors,
logistics and warehousing service providers.
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E-commerce Operation
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Our operations are supported by a technology infrastructure that ensures our products stay
reliable under large spikes in traffic. For instance, we successfully processed approximately
1.6 billion orders during the Double 11 Festival in 2024, an industry-leading record and
powerful testament to the robustness of our technology infrastructure. We have also built a
development platform with a scalable architecture and rich development toolkits for our
engineers to facilitate timely launch and iteration of our products. We are able to embrace the
latest industry trends, meet diverse needs under varied scenarios and maintain our leadership.
We have built a nationwide customer network, which we believe is a core competence to
effectively acquire and retain customers, leading to long-term customer relationships and
increasing operating productivity. Through the combination of our sales and marketing efforts
and word-of-mouth referrals from customers, we are well positioned to expand sustainably and
acquire new customers efficiently. Meanwhile, our customer service network enables us to
cross-sell additional products and services to our customers. In 2022, 2023, 2024 and the six
months ended June 30, 2025, our customers that purchased two or more of Jushuitan products
contributed 30.6%, 33.0%, 37.7% and 39.3% of our total SaaS revenue for the same periods,
respectively.
BUSINESS
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Our business has experienced rapid growth along with the success of our customers. Our
total revenue and ARR reached RMB909.8 million and RMB1,098.1 million in 2024,
respectively, each representing a CAGR of 31.9% and 33.6% from 2022 to 2024. Our core
business and financial performance are shown in the following chart:
33.0b
E-commerce Orders Processed in
2024
400+
E-commerce Platforms Connected
Globally
88.4k
SaaS Customers Served in 2024
RMB 910m / 1,098m
Revenue / ARR in 2024
115%
Net Dollar Retention Rate in 2024
No. 1
E-commerce SaaS ERP Provider
in China
No. 1
E-commerce Operation SaaS
Provider in China
24.4%
Our Market Share in 2024(1)
Note: (1) in China’s e-commerce SaaS ERP sector and in terms of revenue.
OUR MARKET OPPORTUNITY
The e-commerce market in China has witnessed significant advancement and has been
evolving rapidly. According to CIC, in 2024, the number of e-commerce merchants has
exceeded 27 million and online retail sales of physical goods has reached RMB13.9 trillion,
representing 28.4% of total consumption in China. With the increasing diversification of
e-commerce platforms and emergence of innovative business models, more than half of China’s
e-commerce merchants now run their businesses across multiple platforms.
However, cross-platform operations without integrated software products can be chaotic
and inefficient.
 Merchants and other participants may have to log into multiple independent systems
to manage their large volumes of SKUs and orders, creating an unsmooth and
fragmented operation experience. Additionally, merchants lack a tool for centralized
and real-time management of orders, stock information and after-sales services.
 China’s e-commerce industry landscape is extremely scattered with a large number
of players participating in each part, such as e-commerce suppliers, merchants, and
third-party logistics and warehousing service providers. Most participants often
utilize disparate management software, making it difficult to interconnect and share
data between themselves, and therefore compromising overall efficiencies.
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Integrated cloud-based solutions thus became critical in helping e-commerce merchants
streamline their operations and form a whole picture of their cross-platform business. As of
June 30, 2025, Jushuitan e-commerce SaaS has connected with over 400 e-commerce platforms
in China and across the world, representing one of the broadest platform coverages in the
e-commerce SaaS industry in China, according to CIC. When using our products, merchants
establish connectivity of their online stores on each e-commerce platform to our ERP products.
As a result, merchants can easily integrate, synchronize and coordinate all of their online
stores, orders, products, inventories, and other operating or financial information from various
e-commerce platforms in one place, enjoying a streamlined cross-platform commerce
management experience.
Merchants in China’s e-commerce market are increasingly willing to pay for digital
solutions that can help their e-stores thrive and succeed. According to CIC, Chinese
e-commerce merchants’ IT spending reached a total of RMB137.7 billion in 2024, which is
expected to further grow to RMB252.9 billion by 2029. According to CIC, the penetration rate
of e-commerce SaaS ERP among these merchants was at a relatively low level of 1.6% in 2024
and is expected to grow steadily. We believe there are extensive opportunities for us to increase
the penetration of our e-commerce SaaS products among the diverse base of e-commerce
merchants, and our current customer base only represents a small proportion of our target
customers.
Our Values to Customers
We strive to provide e-commerce SaaS products that help customers to navigate among
the intensified challenges and to expand. As such, Jushuitan has cemented its position as the
go-to solution for e-commerce merchants in China. In particular, key values that we bring to
our customers include:
 Choice of Solution for Cross-platform E-Commerce Growth: Our integrated
e-commerce SaaS products include core e-commerce operation features, robust and
secure infrastructure, and analysis and forecasting tools. We are able to fulfill
e-commerce business across e-commerce platforms for customers in one-stop,
helping them quickly seize opportunities such as live-streaming e-commerce and
fostering their scaling up;
 Flexibility and Simplicity for Efficient Operation: Our SaaS products are fully
cloud-based and are easy-to-use in nature, greatly reducing the upfront or local
installation costs and automatically upgrading day-to-day operation capabilities for
customers. Our products provide real-time stock and logistics information, and is
able to automatically generate procurement plans advising both procurement timing
and quantities. In addition, we provide real-time synchronization and centralized
management of orders across multiple shops on e-commerce platforms for
merchants to better manage their orders. As a result, we are able to help customers
significantly reduce the risk of stock-outs, minimize overstocking, and improve the
accuracy and efficiency of order management;
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 Enabling Customers’ Long-Term Success: We have built a responsive and
extensible customer service network of over 2,000 experienced experts, consisting
of sales personnel, engineers and after-sale service teams. With our nationwide
coverage, our customer service network helps customers find the best-suited
products for their needs, provides hands-on product training, system debugging and
solutions for complex use cases, and offers prompt after-sale service; and
 Connection to a Wide Group of Industrial Partners: We have connected our
customers with various industrial partners to form a close and cohesive network. As
of June 30, 2025, Jushuitan e-commerce SaaS has connected with over 400
e-commerce platforms in China and across the world, as well as over 800 global
logistics and warehousing service providers. Through introducing a wide group of
industrial partners to our customers, we also form a self-reinforcing, win-win
collaboration for the industry that greatly contributes to our customers’ sustainable
growth.
OUR STRENGTHS
Pioneer in China’s E-commerce SaaS Industry
As Chinese e-commerce platforms became more vibrant and diverse, we quickly saw the
need for cross-platform solutions and were an early mover and have become a market leader.
We have been constantly innovating and improving our products to ensure that all of our
customers have access to the latest technologies and features, cementing our strong brand
reputation and market leadership.
 Established Leader and Solution of Choice . We are China’s largest e-commerce
SaaS ERP provider in terms of relevant revenue in 2024, with a market share of
24.4%, exceeding the combined market share of the second through the fifth largest
players, according to CIC. We also ranked first in China’s e-commerce operation
SaaS market in terms of total SaaS revenue in 2024. As of June 30, 2025, we have
connected our merchants with over 400 e-commerce platforms worldwide,
representing one of the broadest platform coverages in the e-commerce SaaS
industry in China, according to CIC. Our brand awareness illustrates our leading
market position. We have become the leading product provider in China’s
e-commerce SaaS ERP , according to CIC, in terms of the number of merchants
served across key Chinese e-commerce platforms, including Alibaba, JD.com,
Pinduoduo, Douyin and Kuaishou.
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 Powerful and Comprehensive SaaS Products with Constant Innovation . According
to CIC, we are one of the earliest e-commerce SaaS ERP product providers to embed
Warehousing Management System (“WMS”) features in the ERP products, which
initially only comprised basic functions like Order Management System (“OMS”),
significantly improving logistic efficiency and stock management accuracy. Our
e-commerce SaaS ERP products have become a trusted SaaS ERP tool with proven
capabilities. In 2024, our Jushuitan ERP well managed the processing of
approximately 100 million orders per day, with the daily maximum number of orders
processed over 200 million, being acknowledged as an e-commerce SaaS ERP with
the highest order processing efficiency in China. Furthermore, we continued to
experiment with new ways of launching more products and pioneering the fee model
of customer prepayment and charging based on the actual usage, which enables us
in seizing numerous monetization and cross-selling opportunities. As of June 30,
2025, we have launched four e-commerce operation SaaS products beyond ERP . In
2022, 2023, 2024 and the six months ended June 30, 2025, our customers that
purchased two or more of Jushuitan products contributed 30.6%, 33.0%, 37.7% and
39.3% of our total SaaS revenue for the same periods, respectively.
Strong Technology and R&D Capability
We regard continuous technology innovation and development as the key means to adapt
to the evolving needs of our customers and thrive in the long term. In light of this, we have
established an industry-leading technology infrastructure consisting of:
 Powerful R&D Infrastructure: Our R&D infrastructure provides extensive
development toolkits, which enables us to cater to customers’ complex and evolving
demands through continuously developing and upgrading our standardized SaaS
products. Our Jushuitan ERP is one of the fastest iterating e-commerce SaaS ERP
products in China in terms of the number of iterations, according to CIC. During the
Track Record Period, we have maintained an average response time of less than 50
milliseconds and an uptime of more than 99.5%;
 Advanced Technology Capabilities: We apply the latest technologies, including
distributed and parallel computing, cloud-native database, real-time computing, and
multi-level cache, to our cloud-based products and service, enabling our products to
seamlessly process the data flow from different e-commerce platforms, and
facilitating our customers to fully utilize their data assets and make informed
decisions;
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 Leading Data Security System: Data security and protection are among our highest
priorities while serving our customers. We have built a multi-layer data security
system with ISO27001 certification and Level 3 certification in the National
Cybersecurity Classified Protection System. Data is stored in multiple
geographically dispersed cloud data servers with encryptions to effectively prevent
data loss and ensure efficient data transmission. With our disaster recovery
mechanism, data can be recovered within minutes should any system meltdown
happen. We do not allow unauthorized access to the stored data.
As of June 30, 2025, we have built an R&D team of 462 technical talents and are
committed to invest in the future. We held a total of 85 registered invention patents and
pending invention patent applications as of the Latest Practicable Date, being the most among
e-commerce SaaS ERP companies in China, according to CIC.
Well-Established Customer Service Network Enabled Large and Loyal Customer Base
We are dedicated to facilitating our customers’ success and have built a nationwide
customer service network, which enables us to establish our worth and value, leading to
long-term customer relationships. Leveraging the well-established network, we are also in a
good position to quickly expand to potential customers by word-of-mouth referrals. This also
provides us with deep insights into the latest trends, so that we are able to quickly launch and
scale into new, appealing products and features, which further solidifies our strong customer
attractions. By providing dedicated customer services, we have become a trusted service
provider and retained an expanding and loyal customer base. With growing demands for our
products, we had 88.4 thousand and 92.6 thousand SaaS customers as of December 31, 2024
and June 30, 2025, respectively. In 2024, our net dollar retention rate was 115%.
Our nationwide customer service network enables us to acquire and rapidly respond to the
needs of our merchant customers with in-depth industry insights. Our customer service team
are based in 26 provinces in China, and have the capability of covering all merchants across
China. Our customer service network consists of:
 Sales personnel: Our experienced sales team was able to effectively capture
customers’ mindshare by reaching key decision makers and building strong bonds
during follow-up visits. They understand customers’ critical demands, assist them in
finding the suitable Jushuitan products and win their long-term loyalty. In 2024, the
average revenue contributed by each of our sales personnel exceeded RMB985
thousand, outperforming the industry average, according to CIC;
 Implementation engineers: Our implementation engineers are product experts. We
help customers launch our products by bringing our implementation team to their
site and giving hands-on instructions and assistance. Our implementation team
provides on-site support and coaching to help customers better understand Jushuitan
products and functionalities, and take full advantage of them to meet business goals;
and
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 After-sale service team : Our service team provides industry-standard life-cycle
services to our customers. They promptly answer queries, troubleshoot issues, and
provide guidance and trainings step-by-step during daily operations or huge selling
events. We also regularly hold “Waterdrop Academy ( ˥ဈኪ৫)” training sessions
for our customers, and bring them extensive access to industrial resources through
the “Juhui Club (ᆀ௅)” we host, accompanying our customers throughout
their long-term growth.
A Management Team Dedicated to Long-Term Value
Our founder, chairman and CEO, Mr. Luo Haidong (؇has over 25 years of
industry experience in ERP , enterprise service and IT. He has witnessed and promoted the
upgrade of ERP , evolving from on-premise software and customized solutions to SaaS. Mr. Luo
is a professor-level senior engineer in electronic information and multimedia technology. He
was also elected as a representative of the People’s Congress of Jing’an District, Shanghai in
2021. Mr. Luo has witnessed the digitalization and informatization process of enterprises in
China, and is an undisputed pioneer in China’s e-commerce SaaS industry.
Since our establishment, we have an innovative and visionary management team
demonstrating deep expertise in the e-commerce SaaS sector. Thanks to our innovative and
cohesive business culture sharing the same mission to empower enterprises to maximize their
full potential through collaboration, we have formed a stable core management team since our
establishment. Our management has been upholding our vision since day one and standing on
the front line to work on business expansion and customer service, which laid the cornerstone
to our corporate values that foster innovation, teamwork, long-term commitment for our
customers and ambition for launching products with the latest technologies:
 Customer First: Creating value for customers is our constant pursuit. We are
committed to delivering cloud-native SaaS products for merchants in one-stop, and
constantly iterating and expanding our product suites according to the latest
customer needs; Our iterations primarily focusing on (i) general performance
improvements and bug fixes, (ii) enhancing existing modules based on customer
feedback, (iii) introducing new functions to better meet customers’ demands, and
(iv) user interface optimization;
 Cooperation and Collaboration: We believe that cooperation and collaboration is an
essential way to achieve win-win for the industry. We are committed to promoting
cooperation and collaboration by connecting e-commerce merchants with various
upstream and downstream market participants along the value chain, such as
e-commerce platforms, suppliers, logistics and warehousing service providers; and
 Passion and Sincerity: Based on our commitment and practice of looking towards
the long term, our team embraced work with great enthusiasm and sincerity.
Empowered by our belief, the Company also showed strong resilience amid
macroeconomic challenges and continued to maintain steady growth.
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OUR STRATEGIES
We plan to implement the following strategies to solidify and expand our leadership in the
e-commerce SaaS industry:
Continue to Enhance and Expand Our Product Offerings
Leveraging our market and product leadership in the e-commerce SaaS industry, we will
continue to (i) upgrade our existing ERP products with additional modules and better
functionalities and (ii) innovate and develop synergistic products that can be implemented
holistically to create value for our customers.
We will continue to closely communicate with our customers to identify their evolving
business needs and application scenarios, and to improve our existing products or develop new
products accordingly. For example, to capitalize on the increasing popularity of live-streaming
e-commerce, we have upgraded our SaaS ERP products and developed new modules
specifically to help live-streaming e-commerce merchants analyze their business performance.
For example, we launched functions allowing merchants to severally record order information
and other statistics of different streamers for better management and evaluation. In addition,
to cater to the demands of smaller-sized merchants, we will also offer standardized lite version
products with simplified modules and optimized user interfaces at more attractive pricing.
We will continue to enhance our technology infrastructure and R&D capabilities, enabling
us to collaborate across business functions and modularize our functionalities more efficiently,
to achieve lower product development costs and a shortened product development cycle.
Continue to Strengthen the Relationships with Existing Customers and Grow Our
Customer Base
We believe that the e-commerce SaaS industry still has significant runway for growth,
both in terms of the numbers of merchants adopting e-commerce SaaS products and the breadth
of usage in terms of the variety of products used. We aim to strengthen the relationship with
our existing customers through improved sales services, implementation and ongoing
maintenance efforts such as after-sales services. We will focus on increasing the timeliness and
efficiency of addressing customer requests with both online and offline support, with the goal
of improving customer experience and driving overall customer satisfaction.
Leveraging our years of experience and success in serving e-commerce merchants, we
will continue to expand our customer base both by attracting more e-commerce merchants in
new verticals to enhance our penetration, and along the supply chain to offline partners, such
as manufacturers, distributors and warehouses. We will attract more e-commerce merchants in
various verticals and geographies through continuous recruitment of experienced and skilled
personnel, enhancing of our sales force with regular training, solidifying our brand reputation,
and improving product and service offerings. For other participants along the supply chain, we
will also continue to offer products that are designed to enhance their operational efficiency
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during transacting with e-commerce merchants. Moreover, we have the capability to provide
customization services to cater to customers’ specific needs, which we believe will further
increase customer stickiness. In addition, we will strengthen our sales and marketing
capabilities in order to broaden our customer base and boost our revenue growth.
Strengthen Our Monetization Efforts
We will leverage our extensive products and services to increase the average spending of
our existing customers and attract new customers. We have already developed e-commerce
SaaS products which can holistically serve the needs of our customers, comprising products
built around our core e-commerce SaaS ERP that are synergistic to each other.
We will continue to strengthen our cross-selling and up-selling efforts across our product
matrix. As for cross-selling, we aim to build on top of the success of our core e-commerce SaaS
ERP and convert existing customers to also purchase additional products within our product
suite. Through such initiatives, we hope to increase the number of products each of our
customers purchase and the average revenue generated per customer, thereby driving our
long-term revenue growth. For up-selling, as our customers expand their scales and business
operations with the support of our ERP products, we can provide them with more advanced
versions of our products (e.g., switching from the professional version to the enterprise version
for our SaaS ERP), which offer enhanced modules with more premium pricing.
Capture International Opportunities
While we have established a strong foothold in China, we also plan to expand our
business internationally, which comprises two prongs: (i) to capture additional business
opportunities from Chinese customers that engage in cross-border e-commerce and (ii) to
expand our coverage of overseas customers.
To cater to our cross-border e-commerce customers’ using habits, we will continue to
improve and customize our product functionalities, such as developing more functionalities to
cover the cross-border process, and designing more streamlined user interfaces for specific
business scenarios in cross-border e-commerce. As our cross-border e-commerce customer
base grows in the future, we have also developed a standalone product version, and cross-sell
together with our other product offerings to better address cross-border e-commerce customers’
needs.
For overseas customers, we have been developing international versions of our products
to expand to the global market. We will continue to enhance our international product versions
through improved user interface and localized language options. Our localization efforts are
also critical to support our overseas expansion, where we plan to first focus on regions with
rapidly growing e-commerce markets with strong demands for digital transformation, gradually
followed by other global regions.
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Explore Strategic Investment Opportunities
We believe that strengthening product offerings through strategic investments is helpful
to retain and expand our customer base. Drawing upon our deep industry know-how and
relationships, we will proactively identify other innovative and high-quality products in the
market that are complementary to our existing product portfolio. Our profound industry
insights and extensive experience allow us to discover suitable investment targets which can
help strengthen our product offerings and technology capabilities.
We will continue to supplement our products with new and better features based on our
discovery process, or consider bolt-on investment or acquisition opportunities if they are
considered more cost- and time-efficient compared to in-house development. We typically
invest in software that are complementary to our existing products and can be considered
bolt-on opportunities to expand our business. In evaluating such opportunities, we primarily
consider criteria such as magnitude of synergies with our own product offerings, strategic
alignment, quality and commercial opportunities of the target product, and track record of the
business and management team, among others.
OUR OFFERINGS
We offer cloud-based SaaS products, providing our customers with an extensive, unified
and intuitive way to monitor, operate and manage their businesses in the fast-evolving
e-commerce industry. Our comprehensive offerings primarily include: (i) e-commerce SaaS
ERP products, and (ii) other e-commerce operation SaaS products. Jushuitan ERP , our
cornerstone e-commerce SaaS products, serve the core demands of merchants associated with
their fulfillment of e-commerce orders across major platforms. Our e-commerce SaaS ERP
products are designed for simplicity and ease-of-use. Merchants can easily integrate,
synchronize and coordinate all stores, orders, products, inventories, and other operating or
financial data from various platforms through e-commerce SaaS ERP products, enjoying a
streamlined cross-platform commerce experience. In 2022, 2023, 2024 and the six months
ended June 30, 2024 and 2025, our revenue generated from e-commerce SaaS ERP products
amounted to RMB457.1 million, RMB600.3 million, RMB765.0 million, RMB357.1 million
and RMB427.9 million, respectively, accounting for 87.4%, 86.1%, 84.0%, 84.7% and 81.7%
of our total revenues in the same periods, respectively. With ERP at the core, to a lesser extent,
we also offer other e-commerce operation SaaS products that serve various needs of
e-commerce participants to equip them with capabilities in financial accounting, management
reporting and analytics, workflow management, wholesale market procurement, among others.
In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, our revenues generated
from e-commerce operation SaaS products amounted to RMB40.8 million, RMB69.6 million,
RMB112.5 million, RMB49.5 million and RMB78.6 million, respectively, accounting for
7.8%, 10.0%, 12.4%, 11.8% and 15.0% of our total revenues in the same periods, respectively.
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The following chart sets forth the core product matrix of our SaaS products:
Products Key features Fee model
Jushuitan ERP –
Enterprise
version
 Order Management System (“OMS”)
 Warehousing Management System
(“WMS”)
 Procurement Management System
(“PMS”)
 Distribution Management System
(“DMS”)
 On-site deployment and other value-added
services and online supports
Charged either
(i) on an annual
subscription
basis or (ii)
based on the
number of
orders
processed on
the products
For products
charged on a
annual
subscription
basis, priced
from
RMB30,000
per year; for
products
charged based
on number of
orders
processed,
priced from
RMB0.05 per
order to
RMB0.3 per
order
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Products Key features Fee model
Jushuitan ERP –
Professional
version
 Order Management System (“OMS”)
 Procurement Management System
(“PMS”)
 Distribution Management System
(“DMS”)
 Initial on-site deployment services and
online support
Charged on an
annual
subscription
basis
Priced from
RMB5,888
per year to
over
RMB16,888
per year
Jushengsuan  Management reporting and analytics Charged on an
annual
subscription
basis
Priced from
RMB3,980
per year to
over
RMB19,980
per year
Other products  Financial accounting
 Workflow management
 Wholesale market procurement
management
Charged on an
annual
subscription
basis
All of our products are cloud-native and provided to customers as SaaS. Our products are
based on browser/server architecture which can be accessed through an Internet browser
without upfront localized installation.
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The following table sets forth a breakdown of our revenue and gross profit margin by
product category:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
Revenue
Percentage
of total
revenue
(%)
Gross
profit
margin
(%) Revenue
Percentage
of total
revenue
(%)
Gross
profit
margin
(%) Revenue
Percentage
of total
revenue
(%)
Gross
profit
margin
(%) Revenue
Percentage
of total
revenue
(%)
Gross
profit
margin
(%) Revenue
Percentage
of total
revenue
(%)
Gross
profit
margin
(%)
(unaudited)
(RMB in thousands, except for percentages)
SaaS 497,935 95.2 53.3 669,874 96.1 63.4 877,530 96.4 69.9 406,581 96.5 68.1 506,535 96.7 73.2
Sales of
supportive
equipment 17,697 3.4 25.8 17,813 2.6 27.5 18,002 2.0 33.6 9,582 2.3 35.3 7,931 1.5 29.0
Promotion
service
fees
(1) 6,998 1.3 46.6 8,746 1.3 52.5 13,596 1.5 71.3 4,173 1.0 49.5 8,387 1.6 81.2
Others (2) 448 0.1 65.8 758 0.1 59.9 622 0.1 62.8 637 0.2 79.3 789 0.2 67.5
Total 523,078 100.0 52.3 697,191 100.0 62.3 909,750 100.0 68.5 420,973 100.0 66.4 523,642 100.0 71.8
Notes:
(1) Revenue generated from providing promotion services for products of other companies and charging
commission.
(2) Our revenues from others in 2022 were primarily from short message services, which we have strategically
suspended in March 2022. The short message service is a software function that enables e-commerce
merchants to efficiently edit and manage short text messages. We suspended such services because these were
immaterial in amount and did not have strong synergies with our core product offerings. In 2023, 2024 and the
six months ended June 30, 2025, our revenues from others were primarily from miscellaneous items such as
warehousing consulting services (e.g. warehouse design services) and materials used in implementation (e.g.
sign posts for storage cubicles, aisles and function areas in the warehouses).
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We typically require prepayments from our customers before we grant them access to our
SaaS products. Typically, we either charge customers (i) on an annual subscription package that
offers unlimited or maximum volume, or (ii) based on the volume of orders processed on the
products. Under the unlimited or maximum volume subscription model, customers are provided
with access to one or more of our SaaS products over the contract term. We typically require
prepayments for the entire subscription period when charged by subscription period, and
prepayments for all volume purchased when charged on volume-based fee model. According
to CIC, such prepayment arrangement is in line with the industry norm. We generally provide
discount for subscription with longer period and larger volume. Revenue is generally
recognized ratably over the contract term. Under the limited volume model, customers first
purchase certain number of volume, and consumed the volume upon usage. The minimum
purchase amount under this volume model is RMB30,000. During the Track Record Period,
there were no forfeited amount in respect of prepayment unused under this volume-based fee
model. Related revenue is recognized upon the consumption. For details, see Note 2.20 to the
Accountant’s Report included in Appendix I to this Prospectus. We generally determine the
pricing for a particular SaaS product by taking account of factors including the functionalities
of our products, customers’ usages, market condition, and our sales and marketing strategies,
among others.
The following table sets forth a breakdown of our SaaS revenue by fee model:
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)
(in thousands, except for percentages)
By annual
subscription 256,393 51.5 376,683 56.2 544,896 62.1 249,246 61.3 317,705 62.7
By volume of
orders processed 235,408 47.3 285,073 42.6 323,222 36.8 152,915 37.6 173,929 34.4
Others* 6,134 1.2 8,118 1.2 9,412 1.1 4,420 1.1 14,901 2.9
Total 497,935 100.0 669,874 100.0 877,530 100.0 406,581 100.0 506,535 100.0
* Primarily refers to the insignificant SaaS revenue generated from customization services that we provide
based on our standard SaaS products to SaaS customers catering to their specific needs. Such revenue
was recognized over time.
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In addition to our SaaS products, we also generate a small portion of revenue from (i) sale
of a range of e-commerce supportive equipment, such as PDAs, barcode printers and scanners,
and (ii) promotion service fees from referral of products offered by our associate companies.
To support our customers’ operation and enable them to better use our products, we sell certain
e-commerce equipment. For example, we mainly sell PDAs with our software pre-installed, so
merchants are able to digitalize the entire warehousing process and upload relevant information
to our e-commerce SaaS ERP products. The PDAs can be used in both the merchants’
self-operated warehouses and warehouses operated by third-party logistics and warehousing
services providers, at the customers’ choice. With our e-commerce supportive equipment,
merchants can print and scan the barcodes attached to their goods. As a result, they can
digitally keep track of and manage relevant information of such goods, such as category, stock
information, location, etc., enabling them to digitalize the warehousing process. We have made
certain strategic investments in companies whose offerings are complementary to our existing
product portfolio. For details of such investments, see Note 18 to the Accountant’s Report
included in Appendix I to this Prospectus. We provide promotion services through our sales
force for products offered by our associate companies and charges commissions accordingly.
Our promotion services cover SaaS products offered by our associates, such as offline store
management. We are entitled to commissions based on a pre-agreed ratio of the contract value,
which shall be paid on a monthly basis. We do not have any reciprocal arrangement for such
associated companies to promote our products. Our associates directly enter into contracts with
their customers and are responsible for the delivery, implementation, customer support and any
product claims. We are not responsible for any claims arising from the products offered by our
associates and have no performance obligation towards the customers of our associates.
Therefore, we view such associates as our customers. See also “—Customers and Customer
Support—Our Customers.”
E-Commerce SaaS ERP Products
Our e-commerce SaaS ERP products are designed to serve the core demands of
e-commerce merchants associated with their fulfillment of orders across multiple major
e-commerce platforms, by connecting over 400 platforms and over 800 logistics and
warehousing service providers. Our ERP products are designed for simplicity and ease of use.
Merchants can easily integrate, synchronize and coordinate all of their stores, orders, products,
inventories, and other operating or financial information from various platforms in one place,
enjoying a streamlined cross-platform commerce management experience.
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Jushuitan
SaaS ERP
Single-sign-on
via browser
All-round
features
Modularized
interface
PMS
WMS
DMS
OMS
Based on the business needs of different types of merchants, we primarily offer two
versions of e-commerce SaaS ERP products, namely the enterprise version and the professional
version. Both versions include features such as OMS, PMS and DMS. Our enterprise version
includes additional features of (i) WMS, which enables merchants to better locate and manage
the storage and stocking of various SKUs, and (ii) on-site deployment and other value-added
services (other than the initial product deployment). For all customers, we provide initial
on-site deployment and implementation services at the initial purchases without additional
charge. For details of our implementation services, see “—Business Process and End-to-End
Service—Implementation.” For customers of the enterprise version, we provide additional
on-site deployment services at the request of customers when they encounter any technical
issues when using our products. Furthermore, we offer additional value-added and online
support services, which mainly cover (i) responding to customer inquiries during their use of
our products, (ii) troubleshooting and processing customer suggestions, and (iii) online
trainings. To a lesser extent, we also offer other versions of ERP products to customers based
on business needs, such as a lite version and a cross-border version. The lite version is
designed for smaller e-commerce merchants with basic functions such as order printing for
delivery. The cross-border version is designed for e-commerce merchants that primarily engage
in cross-border sales, and offers functions such as connection with overseas e-commerce
platforms, logistics and warehousing service providers, among others.
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Other than technology support fee, we are not required to make other payments to
e-commerce platforms to establish connectivity. For logistics and warehousing service
providers, we are not required to make payments to establish connectivity. As our customers
are e-commerce merchants, the allocation of orders processed on e-commerce platforms and
logistics and warehousing service providers are business decisions of the merchants, not us.
For risks relating to reliance on e-commerce platforms, see “Risk Factors—Risk Relating to
Our Business and Industry—If we fail to maintain our relationships with e-commerce platforms
or adapt ourselves to emerging e-commerce platforms, or if e-commerce platforms otherwise
curtail or inhibit our ability to integrate or operate our products with their platforms, our
business and prospects may be materially and adversely affected.”
As a result of our business expansion efforts, the number of customers of our e-commerce
SaaS ERP products has experienced rapid growth during the Track Record Period. The
following table sets forth the number of customers of our e-commerce SaaS ERP products for
the years/periods indicated:
For the Y ear Ended
December 31,
For the
Six Months Ended
June 30,
2022 2023 2024 2024 2025
(in thousands)
Number of Customers of
E-commerce SaaS ERP
Products
– Enterprise version 16.3 18.9 20.9 19.1 20.3
– Professional version 27.5 36.6 45.6 37.7 44.6
– Other versions
(1) 2.2 7.4 25.1 10.0 33.3
Note:
(1) The increase in number of customers of other versions of SaaS ERP products during the Track Record
Period was primarily attributable to the increased customers using the lite version. In 2022, 2023, 2024
and the six months ended June 30, 2024 and 2025, revenue generated from other versions of the ERP
accounted for 1.4%, 3.6%, 8.2%, 7.0% and 11.5% of our total revenues from SaaS ERP products in the
same years/periods, respectively.
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The following screenshot illustrates the interface and key modules of our e-commerce
SaaS ERP products:
Cross-selling
recommendation of
other operation SaaS
products
Integrated
SaaS functions
and toolkits
Order
Management
System
Procurement
Management
System
Warehousing
Management
System
Online customer support, providing
troubleshoot, guidance and trainings
during daily operations
Distribution
Management
System
Advanced financial accounting and
analysis functions
Merchants can simply log into our ERP products on an Internet browser. The home page
provides centralized and visualized key operating data for merchants’ easy management. The
modularized nature of our products enables merchants to perform desired tasks by clicking the
relevant icons.
The following diagram summarizes how merchants use our SaaS ERP products:
Review the order
Buyer places
the order
Platform
generates the
order
Order loaded to
the JST page
automatically
E-commerce
Platform
Logistics
Provider
倂倂㯜㼕
SaaS ERP
OMS
Ready
to
deliver
Upload to JST
WMS
WMS
DMS
Ship the order
Goods received
to warehouse
Generate
procurement
plans
Place the order
to suppliers
PMS
Send the order
Distributors
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Key features of our e-commerce SaaS ERP products include:
 Order Management System (“OMS”) . OMS helps merchants efficiently manage
their orders. It enables real-time synchronization and centralized management of
orders across multiple shops on e-commerce platforms.
Key function modules of OMS include order operation, order delivery, order
information, after-sales operation, order filter and order dashboard.
E-commerce merchants need to process orders received from consumers in their
operations. When dealing with such orders, sometimes in massive numbers,
merchants need an efficiency tool to help manage and process such orders. Orders
placed by consumers across different shops and platforms are integrated into one
interface for easy review and processing. Merchants are able to review, process, split
and consolidate orders on one system. In addition, merchants often face risks of
overselling, especially for live-streaming flash sales and during promotional events.
OMS helps improve stock management efficiencies, significantly reduce the risk of
stock-outs and minimize overstocking. Moreover, OMS also supports after-sales
management, which enables merchants to process after-sales tickets and product
returns and/or exchanges. Instructions processed on OMS can be transmitted to
WMS for synchronous processing, such as order sorting and returning.
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The following screenshots illustrate the interfaces and key functions of OMS:
Order Management System
1 3
5
2
4 6
Order Operation
 Order Delivery
 Order Information
After-sales Operation
 Order Filter
 Order Dashboard
1
2
3
4
5
6
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The following flow chart illustrates how OMS can be used by merchants:
Ready
to
ship
Ship the order
Manually
upload the
order
Order loaded to
the JST page
automatically
Logistics
Provider
E-commerce
Platform
E-commerce
platform
orders
Enter the
warehouse
Return
products
Aftersales
service
Aftersales orders
loaded
automatically
Upload to JST
WMS
Order Management System
Review and
confirm the return
order
Edit and
confirm
the order
Review
the order
Abnormal orders
倂倂㯜㼕
SaaS ERP
 Warehousing Management System (“WMS”). WMS visualizes the warehousing
management process by providing real-time stock and logistics information.
According to CIC, we are one of the earliest e-commerce SaaS ERP product
providers to embed WMS features in ERP products.
Key function modules of WMS include inventory information, inventory
procurement, inventory management, delivery, inventory log, inventory allocation,
virtual warehouse and inventory statistics.
Enabled by personal digital assistants (“PDAs”) with our software pre-installed,
merchants are able to digitalize the entire warehousing process from order picking,
inspection, packing, sorting to shipping, and the information will be uploaded to the
WMS. It automatically designs and optimizes the order-picking routing to enhance
order processing efficiency. WMS processed orders from OMS and arranges for
warehousing and shipment.
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The following screenshots illustrate the interfaces and key functions of WMS:
Warehousing Management System
1 2
Inventory Information
 Inventory Procurement 3 4
Inventory Management
 Delivery
5 6
Inventory Log
 Inventory Allocation 7 8
Virtual Warehouse
 Inventory Statistics
1
2
3
4
5
6
7
8
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The following flow chart illustrates how WMS can be used by merchants:
Ship the order
Logistics
Provider
Warehousing Management System
Procurement
from JST PMS
New orders from
JST OMS
Return products
JST OMS
Enter the
warehouse
Return to
supplier
Put on shelves
again
Generate
picking routing Pick with PDAs Order
inspection Print order info Package and
weighPick the order
倂倂㯜㼕
SaaS ERP
 Procurement Management System (“PMS”). PMS helps merchants to optimize their
procurement management by connecting manufacturers, suppliers and merchants in
one system.
Key function modules of PMS include procurement filter, supplier information,
procurement status, procurement details, procurement plan and procurement
statistics.
PMS could identify historical procurement, sale and stock-level information, and
automatically generates procurement plans advising both procurement timing and
quantities. Merchants are able to place procurement orders with manufacturers and
suppliers by simple clicks. PMS also enables real-time monitoring of goods in
transportation, and records stock information upon receipt. For goods received and
entered into warehouse, PMS will transmit relevant information to WMS for further
processing.
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The following screenshots illustrate the interfaces and key functions of PMS:
Procurement Management System
1 3
5
2
4 6
Procurement Filter
 Supplier Information
 Procurement Status
Procurement Details
 Procurement Plan
 Procurement Statistics
1
2 3 4
5 6
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The following flow chart illustrates how PMS can be used by merchants:
Goods
received to
warehouse
Procurement Management System
Generate
procurement
plans
Procurement
order
management
Review the
order
Place the order
to suppliers
 Shipped
Suppliers
Manufactures
Stalls
Suppliers
Upload to JST
WMS
倂倂㯜㼕
SaaS ERP
 Distribution Management System (“DMS”). For merchants with a distributorship
model, DMS enables centralized management of orders from different channels –
direct sales, online distribution and offline distribution.
Key function modules of DMS include distributor (of the merchants) toolkits,
supplier (the merchants) toolkits, distribution statistics, distributor (of the
merchants) interface and supplier (the merchants) interface.
Distributors can send orders by DMS to the merchants for handling. In addition,
DMS enables merchants to monitor and manage the stock, order and sales
information of their distributors. DMS also features distributor management
functions, such as pricing control and account reconciliation.
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The following screenshots illustrate the interfaces and key functions of DMS:
Distribution Management System
1 3
5
2
4
Distributor Toolkits
 Supplier Toolkits
 Distribution Statistics
Distributor Interface
 Supplier Interface
4
5
1
2
3
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The following flow chart illustrates how DMS can be used by merchants:
Ship the order
Merchants
Logistics
Provider
Distribution Management System
Upload to JST
WMS
倂㯜㼕倂㯜㼕
SaaS ERP
Distributors
Manage
distributors
Send the order
The key features of our e-commerce SaaS ERP products digitalize the online sale process
for merchants, from upstream procurement to downstream sales, thereby enhancing their
operation efficiencies. For example, for upstream procurement, merchants use PMS to monitor
stock information, generate procurement plans and place orders. For downstream sales, orders
placed in different shops on e-commerce platforms are integrated by OMS for easy review and
management. Relevant order information is transmitted to WMS for picking, inspection,
packing, sorting and shipping. For merchants with a distributorship model, DMS enables
centralized management of orders from different channels – direct sales, online distribution and
offline distribution.
Relationship with E-commerce Platforms
Our relationship with e-commerce platforms is important for us to serve the needs of
merchants associated with their fulfillment of e-commerce orders across major platforms. As
of December 31, 2022, 2023, 2024 and June 30, 2025, our e-commerce SaaS ERP products
connected with 381, 403, 426 and 433 e-commerce platforms in China and across the world.
For the years ended December 31, 2022, 2023, 2024 and June 30, 2025, orders processed on
our top three e-commerce platforms in each year during the Track Record Period accounted for
83%, 83%, 84% and 84% of total orders on our ERP products, respectively. All of these major
e-commerce platforms are leading e-commerce platforms based in China with nationwide
coverage and global businesses. We had over five years’ of business relationship with these
e-commerce platforms, and we have not experienced any termination of relationships with
e-commerce platforms that would have a material adverse effect on our business, financial
condition and results of operations.
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Salient terms of our agreements with e-commerce platforms include:
 Scope of collaboration: our products are available on the application marketplace
operated by certain e-commerce platforms and can be accessed by merchants on
such platforms. In each year during the Track Record Period, our ERP products are
offered on application marketplaces operated by 10 e-commerce platforms. For the
vast non-major e-commerce platforms, they typically do not have application
marketplace and merchants can directly establish connectivity. We are responsible
for the stability and quality of our products, and e-commerce platforms provide
technical support regarding the connectivity of our products with merchants’ online
stores.
 Technology support fee: when merchants purchase our products on the application
marketplace operated by e-commerce platforms, the e-commerce platforms may
charge technology support fee based on the payments they received from merchants.
The technology support fees are determined by the e-commerce platforms, rather
than us. Other than technology support fee, we are not required to make other
payments to e-commerce platforms to establish connectivity. One major e-commerce
platform operates its application marketplace but does not deduct technology
support fees, and the vast non-major e-commerce platforms do not operate
application marketplace and do not deduct technology support fees.
 Term: Our contracts with e-commerce platforms typically have a term of one year.
 Ownership: We retain all intellectual property rights with respect to our SaaS
products.
Our process of establishing connectivity with e-commerce platforms with application
marketplace consists of the following five steps.
 Step 1: We enter into sales contracts with merchants for our e-commerce ERP
products, which state the online stores of such merchants that they want to connect
with our ERP products and the fees for our products.
 Step 2: Pursuant to contracts between us and merchants, they shall pay the fees for
our products directly to us. The prices are determined by us based on a number of
factors including the functionalities of our products, customers’ usages, market
condition, and our sales and marketing strategies, among others.
 Step 3: While our customers typically enter into contracts with us in privity, in most
cases, they also need to pay authorization fees to e-commerce platforms to grant
each of their online store access to our products. For online stores on each
e-commerce platform, merchants purchase our ERP products on the application
marketplace operated by the platform to establish connectivity of such online stores
to our ERP products, and pay authorization fees to the e-commerce platforms. The
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“marked price” for our products on the e-commerce platforms is referred to as
“authorization fees”, and such authorization fees do not represent, and are in
addition to, the fees paid by merchants for our products pursuant to the sales
contracts described in Step 1, which shall cover online stores by merchants on
multiple e-commerce platforms. The price of such authorization fees on each
e-commerce platform is determined by us, with reference to applicable minimum
pricing requirements of the e-commerce platforms, market conditions and prices of
comparable products on such application marketplace.
 Step 4: Pursuant to contracts between us and e-commerce platforms, the e-commerce
platforms will transfer authorization fees they received from merchants to us, after
deducting applicable technology support fees charged by e-commerce platforms. As
we do not recognize revenue on the authorization fees received from e-commerce
platforms, such fees are not subject to V A T.
 Step 5: We refund the full amount received from e-commerce platforms as described
in Step 4, to the merchants upon application for refund that have met relevant
criteria, including (i) the merchants have entered into sales contracts as described in
Step 1, (ii) we have received payments from merchants for our products as described
in Step 2, (iii) the merchants have paid such authorization fees on e-commerce
platforms as described in Step 3, and (iv) such authorization fees have not been
refunded to the merchants. During the Track Record Period, we did not have any
authorization fees not refunded due to customers’ failure to fulfill the criteria.
The following chart illustrates the process of establishing connectivity with e-commerce
platforms with application marketplace and the relevant fund flow:
E-commerce
Platform B
E-commerce
Platform X
E-commerce
Platform A
Merchants
Jushuitan
Step 2: transfer of payments from
merchants directly to Jushuitan
Step 5: refund of the full amount received from
e-commerce platforms in Step 4 to merchants
…
Step 4: transfer of
authorization fees
from each
e-commerce platform
to Jushuitan, net of applicable
technology support
fees charged
by e-commerce
platforms
Step 3: transfer of
authorization fees
from merchants to
each e-commerce
platform
Step 1: contracts between Jushuitan and merchants
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According to CIC, such arrangement is consistent with the industry norm in China’s
e-commerce SaaS ERP market, considering that (i) merchants often operate online stores on
multiple e-commerce platforms, (ii) merchants demand for ERP products to provide centralized
management of all online stores, and therefore they typically enter into a sales contract with
ERP product providers covering all such online stores, and (iii) merchants need to establish
connectivity of ERP products with online stores on each e-commerce platforms separately, and
therefore they need to purchase ERP products on the application marketplace operated by each
e-commerce platform, as applicable, to establish connectivity of such online stores to ERP
products, and pay authorization fees to the e-commerce platforms.
The marked price (i.e. authorization fee) is determined by us with reference to applicable
minimum pricing requirements of the e-commerce platforms, market conditions and prices of
comparable products on such application marketplace.
Besides one major e-commerce platform which does not deduct technology support fees
from authorization fees paid by merchants, many major e-commerce platforms charge
technology support fee based on the marked price of ERP products offered on their application
marketplaces. The technology support fees are determined by the e-commerce platform, not us,
and are deducted from the authorization fees paid by merchants. Specifically:
 for major e-commerce platforms that charge technology support fee, they typically also
have minimum pricing requirements for ERP products. For example, the minimum price
for ERP products on one major e-commerce platform is RMB1,000 per year per store, and
the minimum price for ERP products on another major e-commerce platform is
RMB2,000 per year per store. To comply with relevant pricing requirements of the
e-commerce platforms and minimize the technology support fees to be borne by
merchants, we set the marked price of our ERP products on such e-commerce platforms
as the respective minimum prices. According to CIC, the marked prices of ERP products
offered by industry peers are typically also set as the respective minimum prices as
required on such e-commerce platforms.
 for one major e-commerce platform that does not deduct technology support fees from
authorization fees, the marked prices of our ERP products are set as RMB5,888 per year
per store, which is consistent with the actual purchase prices of our entry-level products.
We believe this consistency could help merchants have a clearer understanding of our
price positioning and does not create additional burden on merchants as such e-commerce
platform does not charge technology support fees. According to CIC, the marked prices
of ERP products offered by industry peers on such e-commerce platform are typically also
set as the same level to their respective actual purchase price.
For the vast non-major e-commerce platforms, as they typically do not have application
marketplace and merchants can directly establish connectivity, merchants do not need to pay
authorization fees for our ERP products. According to CIC, ERP products offered by industry
peers typically do not charge authorization fees on such e-commerce platforms.
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As merchants need to pay applicable authorization fees for all online stores for multiple
stores on multiple e-commerce platforms that they want to establish connectivity with our ERP
products through the e-commerce platforms’ application marketplace, the aggregate
authorization fees paid by each merchant for multiple stores on multiple e-commerce platforms
may be higher than the actual purchase price prescribed in the agreements between us and the
merchant.
Pursuant to our agreements with merchants, parties explicitly agreed that the fees to
establish connection with e-commerce platforms shall be processed based on relevant
requirements on each e-commerce platform. Only authorization fees are determined by us with
reference to minimum price requirements of relevant e-commerce platforms, and the
technology support fees and rates are charged and determined by the e-commerce platforms,
rather by us. According to CIC, the minimum pricing requirements and technology support fees
on each e-commerce platform are applicable to all ERP providers on such e-commerce
platform.
The authorization fees we received from e-commerce platforms, after deducting
applicable technology support fees by the e-commerce platforms, shall be refunded to
merchants within 30 business days upon applications that have met relevant criteria. Before
entering into agreements with merchants, our sales personnel will explain to merchants to
ensure that they are aware of the relevant arrangement to establish connectivity. In addition,
the agreements do not have any restrictions on the use of such authorization fees payable to
merchants, and we give merchants sufficient time to review the agreements before signing.
Historically, we do not have a designated separate bank account for the authorization fees
payable to merchants. To enhance our management of the authorization fees, we have
established a designated separate bank account for such authorization fees and have established
an internal control policy prohibiting the use of authorization fees to fund our daily operation
or purchase wealth management products.
As advised by our PRC Legal Advisor, the Relevant Arrangement is in compliance with
applicable PRC laws and regulations in all material respects, considering that (i) the primary
purpose of the Relevant Arrangement is to establish connectivity of our ERP products with
merchants’ online stores on each e-commerce platform; (ii) merchants purchase and pay
authorization fees of our SaaS ERP products on the application marketplace, our receipt of
merchants’ authorization fees from e-commerce platforms (after deducting applicable
technology support fees by the e-commerce platforms) is processed based on relevant
requirements on each e-commerce platform, our refund of such amount to merchants is
performed according to our agreements with merchants; and (iii) such Relevant Arrangement
is based on the actual commercial needs and true expressions of intention of us and the
merchants.
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In each year/period during the Track Record Period, our ERP products are offered on
application marketplaces operated by 10 e-commerce platforms, and the marked prices for our
ERP products typically range from RMB1,000 to RMB5,888. In 2022, 2023, 2024 and the six
months ended June 30, 2024 and 2025, the average time the authorization fees payable to
merchants withheld by us was approximately 23 days, 20 days, 19 days, 19 days and 5 days,
respectively. In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, the
authorization fees received by us from e-commerce platforms, after deducting applicable
technology support fees charged by e-commerce platforms, amounted to RMB1,046.1 million,
RMB1,397.0 million, RMB1,807.5 million, RMB894.7 million and RMB1,086.5 million,
respectively, and the authorization fees refunded to merchants by us amounted to RMB900.6
million, RMB1,256.5 million, RMB1,725.4 million, RMB869.6 million and RMB1,024.3
million, respectively. During the Track Record Period, we did not forfeit any authorization
fees. As of December 31, 2022, 2023, 2024 and June 30, 2025, we recorded authorization fees
to be refunded amounted to RMB195.0 million, RMB335.5 million, RMB417.6 million and
RMB479.8 million, respectively.
We have sufficient working capital and do not rely on the authorization fees payable to
merchants to fund our operations. To ensure timely settlement of the authorization fees payable
to merchants, we have designated finance manager to regularly inspect the status and aging of
the relevant funds to be refunded. Such funds are recorded as other payables until the
merchants meet the prescribed criteria for refund. If merchants failed to meet the prescribed
criteria for refund of the authorization fees, the relevant funds shall remain as other payables
pending, and we will proactively guide and assist relevant merchants to meet such criteria.
Comparison with ERP Products Offered by E-commerce Platforms
Certain major e-commerce platforms or their related companies also offer ERP products
to merchants. However, ERP products offered by e-commerce platforms are more
complementary to than competitive with ERP products offered by third-party providers,
including us. On the one hand, ERP products offered by e-commerce platforms typically only
provide functionalities such as order management, and lack other functionalities such as
warehousing management, among others. On the other hand, the use of such ERP is usually
limited to the e-commerce platform that provides the ERP itself. Given that the management
of online stores is increasingly complicated and that more than half of Chinese e-commerce
merchants are operating on multiple platforms, the vast e-commerce merchants need ERP
products that enable multi-platform store management. Furthermore, the adoption of qualified
and easy-to-use third-party ERP products would improve merchants’ operating results, which
is in turn beneficial to the e-commerce platforms. As a result, e-commerce platforms typically
would not restrict connection with third-party ERP products in favor of their own products. For
details, please refer to “Risk Factors—If we fail to maintain our relationships with e-commerce
platforms or adapt ourselves to emerging e-commerce platforms, or if e-commerce platforms
otherwise curtail or inhibit our ability to integrate or operate our products with their platforms,
our business and prospects may be materially and adversely affected.”
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E-commerce Operation SaaS Products
With ERP at the core, we have further expanded our offerings to include other
e-commerce operation SaaS products. Customers of our e-commerce SaaS ERP products may
also purchase other products based on their own needs. Our offerings is able to serve various
needs of e-commerce participants, helping them improve their operation efficiencies and
succeed in the digital era.
 Jushengsuan is a management reporting and analytics tool for merchants to better
understand, analyze and plan for their operations. Typically, customers of
Jushengsuan are also customers of Jushuitan ERP . Jushengsuan provides merchants
with timely financial statements, allowing merchants to accurately and efficiently
track their financial performance. It automatically prepares daily, weekly, monthly,
quarterly and annual financial statements for merchants, which cover various types
of costs and expenses in e-commerce businesses. Furthermore, it helps merchants
analyze their financial results for each e-commerce store, SKU, live-streamer, sales
event, etc. For example, Jushengsuan records the revenue and profit of each item of
merchandise, identifies the major cost and expense items, analyzes the efficacy of
promotional events, and generates suggestions for profitability improvement. We
have experienced rapid growth in Jushengsuan since its launch. For the years ended
December 31, 2022, 2023, 2024 and the six months ended June 30, 2025, we had 3.6
thousand, 4.2 thousand, 5.0 thousand and 5.0 thousand customers of Jushengsuan,
respectively.
 Others. We also offer other e-commerce operation tools in terms of financial
accounting, workflow management and wholesale market procurement, among
others.
In 2022, 2023, 2024 and the six months ended June 30, 2025, we had 5.3 thousand, 7.7
thousand, 9.5 thousand and 9.4 thousand customers for our e-commerce operation SaaS
products, respectively. Substantially all of such customers were also customers of our
e-commerce SaaS ERP products.
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Business Process and End-to-End Service
More than just providing SaaS products to customers, we are committed to further
creating value for merchants through our value-added services. We have always adhered to the
service philosophy of “customer first” and have built a customer service network of over 2,000
experienced experts with both extensive and in-depth service outreach. We regard our customer
service network as a valuable and indispensable asset that contributed to our business success.
Our services cover start from sales and customer acquisition, and extend to sales,
implementation and after-sales support stages, creating value for customers throughout their
use of our products. We provide end-to-end service throughout our entire business process,
which is illustrated in the following diagram:
Customer
Acquisition
and
Preparation
Customer
Support
Plan Design
 Launch
Preparation
System
Configuration
 Trainings
Inspection
and
Acceptance
End-to-End Service throughout
Our Entire Business Process
Stage
1
Stage
2
Stage
3
 Customer acquisition and preparation. We generate customer leads through both
offline and online channels. Offline channels primarily consist of word-of-mouth
referrals from existing customers, offline industry events and conferences, offline
billboard advertisements, and direct promotions by our sales personnel. As of June
30, 2025, our sales and customer support team consisted of 1,257 people to cover
e-commerce merchants. If we do not operate a branch at a merchant’s location, we
will send over a team on-site if necessary. Online channels mainly include
advertisements on search engines, mobile applications and e-commerce platforms.
We adapt our sales and marketing strategies to directly respond to customers’
business needs and focus on driving customer experience. Our sales team are
knowledgeable about both products and pain points faced by e-commerce
merchants. At initiation stage, we proactively communicate with merchants to
understand their business needs, and recommend suitable products for them. Our
sales team also provide inquiry and consultation services to merchants.
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 Implementation. Once merchants decide to use our products, we send a team on-site
to help implement and configure the products. As of June 30, 2025, our
implementation team consisted of 841 people to cover e-commerce merchants. If we
do not operate a branch at a merchant’s location, we will send over a team on-site
from a nearby branch to ensure smooth and efficient implementation process. Our
implementation services primarily include (i) plan design, (ii) launch preparation,
(iii) system configuration, (iv) trainings, and (v) inspection and acceptance.
Depending on the size and nature of customers’ business and the products they
purchased, the entire implementation process typically ranges from three days to one
month.
/H11568Our implementation services start with plan design. Based on their business
nature, operation model and future development plans, we analyze merchants’
business operating procedures and help design the implementation plan by
advising merchants on storage and warehousing planning, standard operating
procedures designing, hardware equipment required, and implementation
timetable, among others. We recommend the suitable products, determine the
compatibility of the products, present and explain the functions of our products
and answer to any questions from merchants.
/H11568Once a plan is determined, we establish a project team assigned to the
merchants and to further discuss with the merchants about their demands,
formulate detailed plans and timetable, establish project communication
mechanism. Then the project team will work on-site to help merchants
organize and modify, if needed, their existing IT assets and infrastructure,
storage and warehouse planning, e-commerce stores and standard operating
procedures, so that their business operations are ready for digitalization on our
SaaS products. During this process, we will further optimize the
implementation plans and timetable based on on-site findings.
/H11568After conducting all preparation work, we are ready to connect our SaaS
products to merchants’ existing systems. We help establish system testing
environment and set system parameters. We assist merchants with
configuration and testing of our products, ensuring effective integration with
and smooth ongoing operation on customers’ existing systems. Once the testing
completed, we help design operating and business procedures and launch our
products.
/H11568We provide trainings to illustrate key features and functions of our products,
helping merchants use our products in a more efficient manner. For existing
customers of our products, we also provide ongoing trainings on new
functions, change of business operation procedures, trouble shooting, etc..
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/H11568Before acceptance, we carefully conduct final check on our products and
generate an inspection report for merchants to review. We ensure the smooth
operation of our products and the operating and business procedures. To help
merchants better use of our products, we provide trainings for warehouse
planning, system operation, business operation and security operation. We also
help merchants analyze the benefits of using of products.
 Customer support. We help customers proactively monitor the ongoing operations of
our ERP products after the initial implementation and provide dedicated customer
support. We offer on-demand technical and operational consulting, systematic
inspection, troubleshooting, and routine adjustments and upgrades. We also offer
on-site support services and remote customer services to enhance customer
satisfaction. The satisfaction of the existing customers with our customer support
may lead to new customers acquisition via word-of-mouth referrals from the
existing customers.
BUSINESS SUSTAINABILITY AND PATH TO PROFITABILITY
Industry Background
SaaS products typically require substantial initial investment in (i) product development
and (ii) customer acquisition and retention to drive market acceptance. Specifically, SaaS
service providers need to make significant upfront investment in product development and
subsequent continued optimization and upgrade of products to meet customers’ evolving needs.
Meanwhile, SaaS service providers need to drive the market acceptance of these products
through acquiring and retaining a vast and loyal customer base from which they can continue
to generate recurring revenues.
For these reasons, it takes a longer time for SaaS service providers to achieve breakeven.
According to CIC, it is common for SaaS companies around the world, including in the United
States and China, to remain loss-making for approximately 15 years before becoming
profitable.
China’s e-commerce SaaS market has experienced significant growth in recent years,
driven by merchants’ increasingly complex and ever-changing needs in their daily operation
and management. For details of the evolvement of e-commerce SaaS ERP in China, see
“Industry Overview—E-commerce SaaS ERP Market in China—The Evolvement of
E-commerce SaaS ERP in China.” As we see the evolving industry landscape and market
opportunities, we believe that the e-commerce SaaS industry still has significant runway for
growth, both in terms of the numbers of merchants adopting e-commerce SaaS products and in
terms of their usages of such products.
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Our Historical Performance
We have achieved significant growth during the Track Record Period, which helps cement
our long-term sustainable market leadership. Our total revenues increased by 33.3% from
RMB523.1 million in 2022 to RMB697.2 million in 2023, and further increased by 30.5% to
RMB909.8 million in 2024. Our total revenue subsequently increased by 24.4% from
RMB421.0 million for the six months ended June 30, 2024 to RMB523.6 million during the
same period in 2025. Meanwhile, we typically require prepayment from customers in full
before we grant them access to use our SaaS products, and revenue from provision of SaaS
services is recognized over the period in which the services are rendered, either over the
contract term for revenue generated on an unlimited or maximum volume subscription model,
or upon consumption for revenue generated on a limited volume model. As a result, we have
recorded healthy billings and robust operating cash flows, illustrating our sustainable
operations. In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, our total
SaaS billings were RMB740.7 million, RMB1,047.5 million, RMB1,301.7 million, RMB599.0
million and RMB698.7 million, respectively. In 2022, 2023, 2024 and the six months ended
June 30, 2024 and 2025, our SaaS revenue recognition rates* were 27%, 29%, 30%, 18% and
19%, respectively, providing sustainable future revenue streams. Our net cash generated from
operating activities increased from RMB78.7 million in 2022 to RMB210.4 million in 2023,
and further to RMB279.3 million in 2024, and we recorded net operating cash inflows of
RMB159.9 million for the six months ended June 30, 2025, improved from net operating cash
inflows of RMB1.9 million for the same period in 2024, illustrating our improving profitability
and operating efficiency.
Our revenue growth during the Track Record Period was primarily attributable to our
continuous efforts to expand and retain our customers. The total number of our SaaS customers
increased throughout the Track Record Period, being 45.7 thousand, 62.2 thousand, 88.4
thousand and 92.6 thousand as of December 31, 2022, 2023, 2024 and June 30, 2025,
respectively. We have also been constantly innovating and improving our products to ensure
that all of our customers have access to the latest technologies and features, cementing our
strong brand reputation and market leadership.
Furthermore, a significant portion of our cost of revenue consists of implementation
service costs primarily associated with new customers. Therefore, driven by our efforts in
retaining customers and increasing their spendings, revenue recognized from existing
customers is expected to constitute a greater proportion of our revenue, thereby improving our
profitability. In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, our
revenue generated from existing customers accounted for 81.9%, 83.0%, 84.0%, 92.7% and
93.1% of our total SaaS revenues, respectively. In 2022, 2023, 2024 and the six months ended
June 30, 2024 and 2025, our gross profit margin for new customers was 24.2%, 38.0%, 49.0%,
32.9% and 43.8%, respectively, and our gross profit margin for existing customers was 59.7%,
68.6%, 73.9%, 68.8% and 74.5%, respectively. We also aim to enhance the efficiency of our
implementation services, in particular, through providing customer assistance remotely and
promoting internal knowledge sharing to boost our implementation efficiency. As a result, we
recorded increasing gross profit margins during the Track Record Period, being 52.3% in 2022,
62.3% in 2023, 68.5% in 2024, 66.4% in the six months ended June 30, 2024 and 71.8% during
the same period in 2025.
* SaaS revenue recognition rate refers to SaaS revenue recognized for each period divided by accumulated SaaS
billings for the same period. See “Financial Information—Key Operating Metrics.”
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In 2022 and 2023, we recorded net loss amounting to RMB507.1 million and RMB490.0
million, respectively, and our adjusted net loss (non-IFRS measure) amounted to RMB379.4
million, RMB205.7 million in the same periods, respectively. In 2024 and the six months ended
June 30, 2025, we recorded net profit of RMB10.6 million and net loss of RMB39.5 million,
respectively, and adjusted net profit (non-IFRS measure) of RMB49.0 million and RMB47.0
million, respectively. Our loss position narrowed in 2023 and we achieved net profit and
adjusted net profit in 2024. Our net profit in 2024 was also attributable to the tax credit of
RMB90.2 million recorded in 2024, primarily due to the recognition of previously
unrecognized tax losses. In addition, despite our rapid revenue growth, we recorded narrowing
operating loss during the Track Record Period, being RMB369.7 million in 2022, RMB239.4
million in 2023, RMB62.1 million in 2024, RMB48.0 million in the six months ended June 30,
2024, respectively, and we recorded operating income of RMB27.1 million during the same
period in 2025, illustrating our improving profitability.
In 2024, we maintained strong growth momentum and our revenue increased by 30.5% as
compared to 2023, primarily attributable to the increase of our SaaS revenue by 31.0%, driven
by the expansion of our customer base and our successful customer retention. Moreover, as a
result of (i) increasing revenue generated from recurring customers, which typically require
less implementation costs compared to new customers, and (ii) the improvement of our
operating efficiency, evidenced by a decrease of selling and marketing expenses, general and
administrative expenses and research and development expenses in terms of percentage to
revenue, we achieved net profit and adjusted net profit (a non-IFRS measure) in 2024.
Specifically, in 2023 and 2024, our gross profit margin increased from 62.3% to 68.5%, and
our operating loss margin narrowed from 34.3% to 6.8%. Furthermore, our net loss margin and
adjusted net loss margin (non-IFRS measure) were 70.3% and 29.5% in 2023, while our net
profit margin and adjusted net profit margin (non-IFRS measure) were 1.2% and 5.4% in 2024.
In addition, during the Track Record Period we incurred the significant amount of (i)
finance costs, which mainly consist of interest expense on financial liabilities to investors, and
(ii) loss on convertible redeemable preferred shares, both of which will be terminated upon the
Global Offering. In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, we
incurred finance income/(cost)—net of RMB(102.2) million, RMB(6.9) million, RMB5.4
million, RMB4.8 million and RMB4.5 million, respectively. In 2023, 2024 and the six months
ended June 30, 2024 and 2025, we incurred loss on convertible redeemable preferred shares
amounted to RMB225.4 million, RMB18.5 million, RMB14.3 million and RMB72.5 million,
respectively.
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Moreover, we recorded accumulated loss of RMB1,586.0 million, RMB2,072.6 million,
RMB2,060.4 million and RMB2,101.6 million as of December 31, 2022, 2023, 2024 and June
30, 2025, respectively. Our accumulated loss as of these dates were attributable primarily to
our loss incurred in the past. The increase in our accumulated loss from 2022 to 2023 was
because we were still at a loss-making position. In 2024 and the six months ended June 30,
2025, as we turned profit-making, our accumulated loss decreased accordingly. As a result of
the accumulated loss, and the accounting treatment of the financial liabilities to investors and
convertible redeemable preferred shares as liabilities during the Track Record Period, we were
in a negative equity position during the Track Record Period. Considering our sufficient
working capital and healthy operating cash flow, we have not sought new equity financings
since our Series C financing in 2020. We expect to achieve a positive equity position upon
completion of the Global Offering, after which convertible redeemable preferred shares will be
redesignated from financial liabilities to equity, and taking into consideration the net proceeds
from the Global Offering.
Our Path to Profitability
We recorded operating income and adjusted net profit in the first half of 2025. Going
forward, we plan to enhance our long-term profitability primarily by further (i) expanding our
customer base, (ii) retaining our customers and increasing their spending, and (iii) managing
expenses and enhancing operational efficiency. As our business grows and with our enhanced
brand recognition, we expect to achieve economies of scale and network effect, which would
enable us to acquire new customers more cost-efficiently. Specifically, as a result of our efforts
in retaining customers and increasing their spendings, revenue recognized from existing
customers is expected to constitute a greater proportion of our revenue, while the cost of
implementation services associated with existing customers is significantly lower than new
customers, thereby driving sustainable profitability. We will also enhance our operating
efficiency and manage our expenses more efficiently, which will further improve our
profitability.
Expand Our Customer Base
We successfully grew our customer base during the Track Record Period. The total
number of our SaaS customers increased throughout the Track Record Period, being 45.7
thousand, 62.2 thousand, 88.4 thousand and 92.6 thousand as of December 31, 2022, 2023,
2024 and June 30, 2025, respectively. We intend to continue to expand our customer base to
drive continued revenue growth and achieve long-term profitability. During the Track Record
Period, we tapped into all major verticals of e-commerce merchants such as apparel, shoes and
bags, home products, food and beverages, sports and entertainment, along with others. We are
closely monitoring the development in the e-commerce industry. We will leverage our
leadership and awareness in the e-commerce industry to reach more types of e-commerce
merchants across China in emerging verticals with the continuous development in the
e-commerce industry. We plan to expand our customer base in a sustainable manner and to
enhance our profitability. As our products can be readily used by all e-commerce merchants,
we do not make significant modifications tailored to e-commerce merchants in different
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verticals. Therefore, we do not expect to incur significant additional costs to acquire more
e-commerce merchants in different verticals. Moreover, expanding customer base helps us
further enhance our brand and market recognition, enabling us to acquire customers more
cost-effectively. More specifically:
 Enhance sales and marketing capabilities . We have been focusing on expanding
sustainably and acquiring new customers effectively through the combination of our
sales and marketing efforts and word-of-mouth referrals from customers. Looking
ahead, we plan to enhance our sales capabilities with regular training. We intend to
enhance further our marketing capabilities through solidifying our brand and market
recognition. On the one hand, we plan to retain our strong sales and marketing
personnel and optimize their skills by providing on-the-job trainings. On the other
hand, we will further promote our product offerings and brand awareness by actively
organizing industry events and collaborating with media partners.
 Capture the market growth leveraging our competitive strengths . According to CIC,
there were 27 million active e-commerce merchants in China in 2024, and the
penetration rate of e-commerce SaaS ERP among these merchants was at a relatively
low level of 1.6% in 2024 and is expected to grow steadily. The size of the
e-commerce SaaS market in China is expected to further grow at a CAGR of 17.6%
to RMB29.0 billion in 2029, according to CIC. We are China’s largest e-commerce
SaaS ERP provider in terms of relevant revenue in 2024, with a market share of
24.4%, exceeding the combined market share of the second through the fifth largest
players, according to CIC. Our historical success was mainly attributable to our
competitive strengths, including (i) our leading and pioneering position which
manes us the solution of choice among merchants, (ii) our strong technology and
R&D capacity which enables us to adapt to the evolving needs of customers, (iii) our
well-established nationwide customer service network, which enables us to establish
our worth and value, leading to long-term customer relationships, and (iv) our
management team dedicated to long-term value, which laid the cornerstone to our
corporate values that foster innovation, teamwork, long-term commitment for our
customers and ambition for launching products with the latest technologies. For
details, see “—Our Strengths.” Specifically, we successfully processed
approximately 1.6 billion orders during the Double 11 Festival in 2024, an
industry-leading record and powerful testament to the robustness of our technology
infrastructure, according to CIC. In addition, during the Track Record Period, we
have maintained an average response time of less than 50 milliseconds and an
uptime of more than 99.5%, as compared to an industry average of over 100
milliseconds and uptime of 99.0%, according to CIC. Furthermore, as a result of our
strong technology capabilities, our Jushuitan ERP is one of the fastest iterating
e-commerce SaaS ERP products in China in terms of the number of iterations,
according to CIC. Moreover, in addition to e-commerce SaaS ERP products, we also
offer a variety of other operational SaaS products, making us better positioned to
serve merchants’ comprehensive business needs as compared to competitors that
only offer e-commerce SaaS ERP products. We believe that these competitive
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strengths will continue to differentiate us from our competitors, and therefore we are
well-positioned to increase the penetration of our e-commerce SaaS products among
the diverse base of e-commerce merchants to capture the significant market growth
potentials.
 Further optimize our products . Leveraging our scalable architecture and rich
development toolkits, we have modularized the functionalities of our products. We
will continue to optimize our products, and the standardized nature of our solutions
also makes it easier for us to efficiently expand and acquire more merchants. We will
also continue to closely communicate with our customers to identify their evolving
business needs and application scenarios, and to improve our existing products or
develop new products accordingly. For example, to capitalize on the increasing
popularity of live-streaming e-commerce, we have upgraded our SaaS ERP products
and developed new modules specifically to help live-streaming e-commerce
merchants analyze their business performance. Going forward, we will continue to
optimize our products to keep up with the latest market and technology trends,
thereby maintaining our competitive edges. Through relentless innovation, we seek
to further optimize our products, thereby increasing the attractiveness to our
customers, improving customer experience and driving our long-term business
growth.
We expect our expanded customer base will lead to increasing economies of scale, which
in turn helps to improve our overall profitability.
Retain Our Customers and Increase Their Spending
We derive our revenue primarily from our SaaS products, and we have a proven track
record of retaining our customers and increasing their spending. Our net dollar retention rate
has been growing steadily. In 2022, 2023 and 2024, our net dollar retention rate was 105%,
114% and 115%, respectively. A net dollar retention rate above 100% reflects that we have
generated increased revenue from customers in the previous year and retained in a given year.
Our recurring revenue streams allow us to grow along with the success of our customers and
gain visibility into our future operating results. Our total revenue reached RMB909.8 million
in 2024, representing a CAGR of 31.9% from 2022 to 2024, and increased by 24.4% from
RMB421.0 million in the six months ended June 30, 2024 to RMB523.6 million during the
same period in 2025.
Going forward, we seek to continue to retain our customers and increase their spending.
More specifically:
 Focus on customer success and satisfaction. We strive to provide e-commerce SaaS
products that help customers to navigate among the intensified challenges and to
expand. We aim to strengthen the relationship with our existing customers and
enhance stickiness through enhanced customer services, which include sales,
implementation and ongoing customer support services. We will focus on increasing
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the timeliness and efficiency of addressing customer requests with both online and
offline support, with the goal of improving customer experience and driving overall
customer satisfaction. In this regard, we will provide more trainings to our existing
personnel and also expand our customer service network.
 Strengthen cross-selling and up-selling efforts. Our customer service network
enables us to cross-sell additional products and services to our customers. We
continued to experiment with new ways of launching more products and pioneering
the fee model of customer prepayment and charging based on the actual usage,
which enables us in seizing numerous monetization and cross-selling opportunities.
As of June 30, 2025, we have launched four e-commerce operation SaaS products
beyond ERP . In 2022, 2023, 2024 and the six months ended June 30, 2025, our
customers that purchased two or more of Jushuitan products contributed 30.6%,
33.0%, 37.7% and 39.3% of our total SaaS revenue for the same years/periods. For
up-selling, as our customers expand their scales and business operations with the
support of our ERP products, we can provide them with more advanced versions of
our products (e.g., switching from the professional version to the enterprise version
for our SaaS ERP), which offer enhanced modules with more premium pricing.
As a result of our efforts in retaining customers and increasing their spendings, we expect
revenue from existing customers to account for an increasing proportion of our total revenues,
while the cost of implementation services associated with existing customers is significantly
lower than new customers, thereby improving our profitability.
Manage Costs and Improve Operational Efficiency
As we continue to grow in scale, we aim to improve operating leverage primarily through
reducing cost of sales and operating expenses. See “Financial Information—Key Factors
Affecting Our Results of Operations” for a description of the key components of our cost of
revenue and operating expenses.
More specifically:
 Improve gross profit margin. Our revenues generated from e-commerce SaaS
solutions are recognized over time on a ratable basis over the contract term, while
a significant portion of our cost of revenue consists of the implementation service
costs primarily associated with new customers. The revenue recognized from the
contracts of existing customers is expected to constitute a greater proportion of our
revenue, while the cost of implementation services associated with existing
customers is significantly lower than new customers, thereby driving sustainable
profitability. Implementation services for existing customers require less work than
those for new customers, and therefore we offer higher incentive payments to
implementation personnel on orders from new customers. We offer incentive
payments to implementation personnel to improve the service quality and
performance of our employees, thereby improving customer satisfaction and
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implementation efficiency. The incentive is calculated based on billings. In 2022,
2023, 2024 and the six months ended June 30, 2024 and 2025, our revenue generated
from new customers accounted for 18.1%, 17.0%, 16.0%, 7.3% and 6.9% of our
total SaaS revenues, respectively. In 2022, 2023, 2024 and the six months ended
June 30, 2024 and 2025, our revenue generated from existing customers accounted
for 81.9%, 83.0%, 84.0%, 92.7% and 93.1% of our total SaaS revenues, respectively.
In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, our gross
profit margin for new customers was 24.2%, 38.0%, 49.0%, 32.9% and 43.8%,
respectively, and our gross profit margin for existing customers was 59.7%, 68.6%,
73.9%, 68.8% and 74.5%, respectively. As a result, we recorded increasing gross
profit margins during the Track Record Period, being 52.3% in 2022, 62.3% in 2023,
68.5% in 2024, 66.4% in the six months ended June 30, 2024 and 71.8% in the six
months ended June 30, 2025. As our business scales up with more existing
customers accounting for an increasing portion of our total revenues, we expect our
overall gross profit margin to increase in the future. In addition, we also aim to
enhance the efficiency of our implementation services through providing customer
assistance remotely. We also intend to promote internal knowledge sharing among
our implementation engineers to boost our implementation efficiency. In addition, to
further improve our gross profit margin, we intend to optimize our implementation
team by delayering the organizational structure. We plan to reduce the levels of
hierarchy, thereby enhancing the productivity and efficiency of our implementation
personnel. We believe such efforts will improve the service capabilities and
efficiency of our implementation personnel without incurring significant additional
costs. As of the Latest Practicable Date, we have established a monthly knowledge
sharing meeting mechanism and an internal knowledge sharing web page.
 Improve sales and marketing efficiency. Our selling and marketing expenses, which
mainly consist of performance-based compensation to our sales personnel, formed
a significant portion of our overall operating expenses. Compensation of our sales
personnel includes both fixed salary and performance-based compensation, which is
calculated based on their sales billings. For each type of product, the rate of
performance-based compensation to sales personnel for billings from new customers
is about 10% to 25% higher than that for billings from existing customers. We seek
to continue to improve our sales and marketing efficiency by promoting cross-
selling and up-selling opportunities, and enhancing our brand and market
recognition. Given the value we create for our customers through our e-commerce
SaaS offerings, we also plan to optimize our pricing strategy through cultivating our
customers’ mindsets and willingness to pay. In addition, our brand and market
recognition also enable us to achieve better sales and marketing efficiency. We have
achieved improved sales and marketing efficiency, as evidenced by the decrease in
selling and marketing expenses as percentages of total revenues from 60.1% in 2022
to 49.3% in 2023, and to 40.7% in 2024, and from 40.5% in the six months ended
June 30, 2024 to 36.1% during the same period in 2025. In 2022, 2023, 2024 and the
six months ended June 30, 2024 and 2025, our customer acquisition cost, which is
calculated by dividing selling and marketing expenses with the number of
acquired customers during the associated period, amounted to approximately
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RMB18.5 thousand, RMB15.0 thousand, RMB10.2 thousand, RMB11.3 thousand
and RMB8.2 thousand, respectively. Going forward, we believe that we will able to
increase our billings without increasing the level of our sales and marketing
expenses considering that (i) we expect existing customers to account for an
increasing portion of our total revenues, while performance-based compensation to
sales personnel for renewals from existing customers are lower than purchases from
new customers, (ii) we expect to benefit from cross-selling and up-selling
opportunities, and our enhanced brand and market recognition, enabling us to
acquire customers more cost-effectively.
 Improve operational efficiency. Our other major cost components include research
and development expenses and general and administrative expenses. In 2022, 2023,
2024 and the six months ended June 30, 2024 and 2025, we incurred research and
development expenses of RMB234.3 million, RMB233.9 million, RMB239.8
million, RMB112.1 million and RMB115.4 million, respectively, representing
approximately 44.8% 33.6%, 26.4%, 26.6% and 22.0% of our revenues during the
same periods. In 2022, 2023, 2024 and the six months ended June 30, 2025, we
incurred general and administrative expenses of RMB98.1 million, RMB131.4
million, RMB90.5 million, RMB45.1 million and RMB49.0 million, respectively,
representing approximately 18.8%, 18.9%, 9.9%, 10.7% and 9.4% of our revenues
during the same periods. The increase in general and administrative expenses in
2023 was mainly attributable to expenses incurred relating to the Listing and
increased employee compensations which primarily included one-off incentive
compensations to managerial employees in 2023 as a result of our improved
financial performance in 2023. As we expect the number of our general and
administrative personnel to remain relatively stable and our revenue to continue to
increase as discussed above, we believe that our general and administrative expenses
as percentages of total revenue will decrease over time. While we expect to continue
to incur significant research and development expenses and general and
administrative expenses in absolute terms in the foreseeable future with the growth
of our business, we expect such expenses as a percentage of total revenue to
decrease over time due to economies of scale and operational leverage, which will
have a long-term positive impact on our profitability. The enhancement of our
technology infrastructure and R&D capabilities would enable us to collaborate
across business functions and modularize our functionalities more efficiently, to
achieve lower product development costs. For example, we have been investing in
our technology infrastructure and modularizing the functionalities of our customized
products, and introducing commonly requested features to other customers.
As a result of these efforts, we have achieved significant improvement in our profitability.
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As a result of these efforts, we have achieved significant improvement in our profitability.
Moreover, taking into account (i) the fact that SaaS products typically require substantial initial
investment in product development and customer acquisition and retention to drive market
acceptance, and such costs and expenses often exceed the profit generated from recurring
revenue stream in the initial period, resulting in a loss-making position, (ii) the outlook of
China’s e-commerce SaaS market in which we operate, (iii) we recorded net profit in 2024 and
our historical business growth and expansion plans aiming for long-term growth as described
above, (iv) our healthy billings and robust operating cash flows, and the fact that customers
prepayment are subsequently recognized in our revenue, and (v) our efforts and plans to
continue to enhance our financial performance as detailed above, our Directors believe that our
Group has a sustainable business.
SALES AND MARKETING
Sales
We believe that creating value for our customers is key to our success. We adopt a
go-to-market strategy which starts with well-established merchants. We demonstrate the value
of our products through one or a few entry collaborations with such customers. Once our value
has been proven, we are then able to expand our products quickly to penetrate and to reach a
larger customer base. We also seek to generate additional revenues through after-sale services
and cross-sell other products.
Our sales cycle primarily consists of initial communications with customers, inquiry and
consultation, product implementation and configuration, and ongoing maintenance and other
support. For details, please also see “—Our Offerings—Business Process and End-to-End
Service.”
We acquire our customers through both physical and online sales channels. Our sales
personnel will reach out to potential customers (i.e. e-commerce merchants) directly via onsite
visits or phone calls. They also obtain contacts with potential customers through participating
in physical events such as e-commerce industry conferences. We also solicit customers through
billboards and other types of physical advertising. Additionally, we acquire customers through
online channels such as short video platforms, search engines and service app stores operated
by e-commerce platforms. With the word-of-mouth effect, some customers were also
referred by other customers. As a result of these efforts, the total number of our SaaS
customers increased throughout the Track Record Period, being 45.7 thousand, 62.2 thousand,
88.4 thousand and 92.6 thousand as of December 31, 2022, 2023, 2024 and June 30, 2025,
respectively. To promote our products, we mainly reach out to our customers directly and on
certain occasions we also cooperate with third-party agents. Direct sales supported by our
experienced sales team is our primary sales approach. As of June 30, 2025, we had a total of
905 sales personnel. We have established a professional in-house sales team with deep
knowledge of our customers and their business needs. Our in-house sales team works closely
with our research and development team to ensure that they can propose and integrate suitable
products to address the pain points faced by customers. To encourage and incentivize our
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in-house sales team, we have designed a compensation structure that includes a fixed
component as well as a performance-based component. We evaluate each such employee’s
performance every month and pay performance-based compensation accordingly.
During the Track Record Period, we also engaged two third-party sales agents in Fujian
province and Jinhua city in Zhejiang province. While we directly contract with all of our
customers to sell our SaaS products, we engaged sales agents to leverage their resources in the
local communities to expand our business and to maintain the customer relationships thereof.
Our revenue generated from customers reached by the sales agents accounted for
approximately 18.8%, 17.7%, 18.1% and 17.7% of our total revenue in 2022, 2023, 2024 and
the six months ended June 30, 2025, respectively. The number of customers reached by the
sales agents was 2,836, 3,656, 3,483 and 1,930 in 2022, 2023, 2024 and the six months ended
June 30, 2025, respectively. According to CIC, it is consistent with the industry norm to have
sales agents in particular regions for market expansion purpose. Since China’s e-commerce
merchants are dispersedly located across the nation, it is impractical for e-commerce SaaS ERP
companies to establish direct sales teams in each of these regions, due to the significant
resources to be invested and management difficulties. As a result, e-commerce SaaS ERP
companies would usually engage sales agents to cover potential e-commerce merchants in
regions where the direct sales force cannot reach, according to CIC.
Our key contractual terms with these sales agents are set forth below:
 Mutual exclusivity: In the two regions where we engage sales agents, our sales
agents are contractually prohibited from serving any businesses similar to ours, and
we are contractually prohibited from engaging other sales agents in the respective
region.
 Scope of agency: Our sales agents are responsible for promotion and marketing of
our SaaS products and coordination with customers. We directly enter into
agreements with the customers, and are responsible for implementation of our
products and customer support.
 Compensation: We compensate the regional sales agents with commissions based on
a pre-agreed ratio of the payments we received from customers on a monthly basis.
As compared to incentive payment rates to in-house sales personnel, the commission
rates we offer to sales agents are 10% to 20% higher. According to CIC, the
additional commission rates we offered to sales agents are comparable to those
offered by industry peers, which typically also ranges from 10% to 20%, and are in
line with market practice. In addition, unlike direct sales force, we are not
responsible for maintaining the sales agents’ personnel, or the relevant employee
benefits and other costs. Therefore, we believe that such arrangement will not have
a material negative effect on our profitability.
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 Term of agency: We typically enter into long-term agency contracts of three to five
years with our regional sales agents. Both parties may terminate or renew the agency
contracts by mutual consents. Additionally, if the sales agents fail to meet a
predetermined portion of the annual sales target, we are entitled to terminate the
agency unilaterally.
 Pricing policy: Our sales agents are contractually obligated to abide by our pricing
policies in marketing our products. They are strictly prohibited from adjusting our
product prices in providing quotes to customers.
We became acquainted with the two third-party sales agents through referrals by our
shareholders. We first engaged the two third-party agents in Fujian province and Jinhua city in
Zhejiang province when we were at an early stage of commercialization and yet to establish
a nationwide direct sales force. We do not engage sales agents in other regions in China
because at our early stage of commercialization, we did not identify suitable agents in other
regions. To promote the sales of products in such an early business stage, we, after thorough
consideration, decided to engage the two third-party agents, given that they (i) agreed to follow
the same pricing policies and client service standards as that would apply to our direct sales
force, (ii) demonstrated excellent sales skills and abilities, and (iii) agreed to be fully dedicated
to sales of our products. Over the years of cooperation, we formed trustful relationship with
these agents and continued to engage these agents in the relevant regions because their sales
performance has been satisfactory, and there has not been any material disruptions to the
business relationship between the agents and us. We did not engage sales agents in other
regions or any new sales agents because we have established a nationwide direct sales team as
the primary sales force. We have not established any direct sales forces in Fujian Province and
Jinhua City, Zhejiang Province, since our inception, and we do not conduct sales and marketing
activities through our direct sales forces in these regions. We have chosen to continue our
engagement with the two third-party sales agents primarily because they have consistently
delivered satisfactory sales performance and maintained a strong working relationship with us.
Our sales agent in Fujian is an information technology company with registered capital
of RMB1 million and its associates. Our sales agent in Jinhua city of Zhejiang is an information
technology company with registered capital of RMB50,000 and its associates. To our best
knowledge, the two agents do not have any other customers than the Group, and currently their
sole business is to market our product. To our best knowledge, there is no past or present
relationship (employment, financing, family or otherwise) between the relevant agents and the
Group, including their directors, shareholders or senior management, or their respective
associates.
We contract with customers directly, not through any such sales agents, and we pay the
commissions to sales agents only after we receive payments from customers. Therefore, we
view the sales agents as our suppliers. We also do not believe our business relationship with
them raises any concern in relation to inventory risk, cannibalization or recoverability of
accounts receivables.
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We are responsible for product delivery, and we have discretion in establishing the prices
for SaaS products. The sales agents have the contractual obligation to follow our pricing
guidance and have no significant performance obligation towards the customer. Therefore, we
are the principal and recognize revenue at the gross amount billed to the customers.
Marketing
We enhance the awareness of our brand and promote our new and existing products
through both offline and online channels. We host and participate in various offline events,
such as industry conferences, product launches and industry salons to showcase our
technological advancements and develop relationships with industry participants. To further
promote our brand, we hosted Waterdrop Academy training program to provide professional
training sessions to e-commerce merchants and hosted Juhui Club program to connect
participants in the e-commerce industry. We have also collaborated with several online media
partners to promote our brand, products and technology.
PRICING POLICY
We generally determine the pricing for a particular SaaS product by taking account of
factors including the functionalities of our products, customers’ usages, market condition, and
our sales and marketing strategies, among others. Leveraging our market recognition, we are
in a position to optimize our pricing strategy through cultivating our customers’ mindsets and
willingness to pay, given the value we create for them through our e-commerce SaaS offerings.
OUR TECHNOLOGY
Technology underpins our success. We have consistently invested in technological
development, which we believe has contributed to our sustained success and reinforced our
market leadership. Our proprietary technologies are applied in the software architecture of our
products to optimize the functions and performance of our products. As a result of our strong
technology capabilities, our Jushuitan ERP is one of the fastest iterating e-commerce SaaS
ERP products in China in terms of the number of iterations, according to CIC. During the Track
Record Period, we have maintained an average response time of less than 50 milliseconds and
an uptime of more than 99.5%, as compared to an industry average of over 100 milliseconds
and uptime of 99.0%, illustrating industry leading performance, according to CIC. Moreover,
we successfully processed approximately 1.6 billion orders during the Double 11 Festival in
2024, an industry-leading record and powerful testament to the robustness of our technology
infrastructure. Our four core technologies, as described below, are designed to improve the
efficiency, stability and accuracy of our systems and products.
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Distributed and Parallel Computing
We utilize distributed and parallel computing to improve the efficiency of computing
processes for our products. Parallel computing speeds up a computational task by dividing it
into smaller jobs across multiple processors on one server. Distributed computing, on the other
hand, uses a distributed system to increase the available computing power and enable larger,
more complex tasks to be executed across multiple servers. Equipped with both technologies,
our products are able to perform both complex and specific tasks, and large scale computing
tasks more efficiently. As a result, our products can achieve strong performance while do not
require significant computing resources.
Real-time Computing
Real-time computing technology is event driven and is able to react to system events
within a specified time interval. The time frame for these actions to be carried out is in the
order of milliseconds. The order placement and delivery processes involved different steps.
Real-time computing technology enables our products to prioritize, manage, and execute
workloads based on a prescribed time frame, thus providing higher predictability and
reliability. As a result, merchants are able to easily handle the complex workflows in
e-commerce and ensure smooth operations.
Cloud-native Database
Our cloud-native database is designed and deployed with an on-demand, multi-tenant, and
multi-user architecture. We employ a configurable architecture to balance the load of customers
on separate sub-environments, as well as to provide a flexible method for scalability without
affecting other parts of the current environment. The cloud-native architecture allows us to
provide our customers with high levels of uptime. This allows us to deliver reliable and stable
customer experiences, enhancing customer satisfaction.
Multi-level Cache
In the architecture of our software, we adopt a multi-level cache memory architecture that
uses a hierarchy of memory stores based on varying access speeds to cache data. It improves
cache performance by providing faster access. It is a hierarchical system of caches, each of
which is located at a different level in the memory hierarchy. The goal of multi-level cache
architecture is to reduce the amount of time it takes to access data by providing faster access
to frequently used data. As a result, our products respond more quickly to requests—especially
during busy periods when merchants must handle numerous orders simultaneously—leading to
improved performance and a better user experience.
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Technology Infrastructure
Our information technology infrastructure is designed to satisfy the requirements of our
operations, support the growth of our business and ensure the reliability of our operations as
well as the security of information on our platform.
We are supported by servers of our suppliers in geographically dispersed areas that
enables the high availability of our technology infrastructure. In addition, we have in place a
comprehensive set of contingency plans to manage potential risks of any emergency or service
disruption. For example, on a daily basis, we back up our operating data and perform
inspection on our backup record to make sure all the operating data is properly archived. We
also test the data recovery capability of our systems, which help us ensure our backup data can
be completely retrieved. We did not experience any material service or technology
interruptions during the Track Record Period and up to the Latest Practicable Date.
We also adopt a highly scalable, cloud-native technology architecture through our
cooperation with trusted cloud computing service providers. Therefore, we do not expect any
material technological issues or other hurdles for us to switch cloud computing service
providers. Our cloud-based technology architecture allows us to process large volumes of data
on a real-time basis and ensure high-speed and stable performances on a large scale to
accommodate and support the increased complexity and diversity of our business operations.
We have been enhancing our technology architecture by increasing the investment in
third-party cloud computing services to ensure our cloud architecture can effectively address
our growing business needs.
RESEARCH AND DEVELOPMENT
Our vision and focus on innovation have fueled our growth and enabled us to
continuously improve our existing offerings and develop new products. Our SaaS products and
their functions are self-developed, and we use certain open-source tools in the development
process. We have been investing significantly in research and development. We incurred
RMB234.3 million, RMB233.9 million, RMB239.8 million, RMB112.1 million and RMB115.4
million of research and development expenses in 2022, 2023, 2024 and the six months ended
June 30, 2024 and 2025, respectively.
Our leadership in technology is built by our highly innovative and dedicated research and
development staff. We focus on building and maintaining a large pool of talented staff to drive
our research and development efforts. We provide rigorous training to new recruits to
familiarize them with our offerings and technologies and thereby closely integrate them into
our research and development staff. We had a team of 462 research and development personnel
as of June 30, 2025. We encourage different points of view to lead us to find inspiration and
improve our products and technologies.
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The development of our products are underpinned by our strong R&D capabilities. Our
continuous investments in research and development activities result in a wealth of intellectual
properties. As of the Latest Practicable Date, we had 37 patents registered with the National
Intellectual Property Administration of the PRC and 51 pending patent applications in the
mainland China.
Our research and development efforts focus on developing and supplementing our
products with new and better feature, thereby increasing the attractiveness to our customers.
Key processes of our research and development efforts include:
 Through our customer service network, we maintain close communications with
merchants to collect their feedback on our products and to understand their business
needs, which are passed to our research and development team. We create our
product roadmap based on feedbacks we collect from our customers and a variety of
other factors, including technology advancements, market prospects and our growth
strategies.
 Following the product roadmap, our research and development team is responsible
for developing new features to address customers’ needs. The modularized feature
of our products enables us to efficiently introduce new features by adding new
modules.
 New products and features are tested and verified from technological, product and
market perspectives. We continue to optimize these new product features and
modules based on our internal feedbacks.
 After the new products and features are officially launched, we make continuous
efforts in research and development and technology innovations and continue to
optimize functions and performance based on user feedback. We continue to release
updated versions with improved features and functionalities.
DATA PRIV ACY AND SECURITY
The scope of data collected and stored by us in the course of business mainly includes:
(i) the mobile phone numbers of the administrators and the contact persons of the clients, and
their user account information when registering and logging in for customers. Such data is
stored by the SaaS ERP system and controlled and processed by us for the purpose to provide
services to the clients; (ii) when the clients use the SaaS ERP service provided by us, they will
upload their shoppers’ phone numbers, order information and addresses, most of which is
redacted by the e- commerce platform, and other necessary operation data, such as the product
description, the quantity of their product and the logistic information onto the SaaS ERP
system. Unlike the traditional on-premises software where data is usually stored on a user’s
own server, when it comes to the SaaS software, data is generally stored on cloud servers. To
ensure data privacy and security, we require that users’ authorization must be obtained before
we may access the users’ data (including personal information of users’ clients, if any). Such
data is entrusted by the customers to us for storage and we act as entrusted data processors
according to the clients’ instruction.
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As advised by our PRC Legal Advisor, the PIPL does not provide the definition of
“posses” but provides definition of “personal information processor”, which refers to
organization or individual that independently determines the purpose and method of processing
in their activities of processing of personal information. Furthermore, the PIPL also stipulates
that if a personal information processor entrust others to process personal information on
behalf of itself, it shall enter into an agreement with the entrusted party. The entrusted party
can only process such personal information in according to the agreement and shall not take
any personal information processing activity beyond such agreement and must delete or return
such personal information when the agreement terminates or has not taken effect or is null and
void, revoked, or rescinded. Based on the foregoing, we are of the opinion that we do not
constitute personal information processor under PIPL in respect of personal information of
users’ clients. Therefore, when our clients use the SaaS ERP service provided by us, we are not
the processors of phone numbers, addresses and other personal information of their shoppers.
All data of our customers are encrypted and, except for collecting limited personal
information of our customers’ employees for business contact and processing data as instructed
by our customers, we do not own, nor do we collect any original data of our customers, nor do
we store our customers’ data on local servers.
Data security and protection are among our highest priorities. In this regard, we have
designed strict data protection and information security policies to ensure strict compliance
with applicable laws, regulations and prevalent industry practice. We have implemented
comprehensive internal policies on protecting data privacy and security with the purpose to
ensure data and information security, and ensure compliance with all applicable laws and
regulations.
We implement a robust internal authentication and authorization system to ensure that the
confidential and sensitive data of our customers can only be accessed for authorized use and
by authorized personnel. We have clear and strict authorization and authentication procedures
and policies in place. Our employees only have access to data which is directly relevant and
necessary for their responsibilities and for limited purposes and are required to verify
authorization upon every access attempt.
We have established an all-round information system in reference to data security
requirements, national standards and industry best practices and intend to continually invest
heavily in data security and privacy protection. Our information system applies multiple layers
of safeguards, including both internal and external firewalls, to identity and protect us against
security attacks. We have completed various information security, privacy and compliance
certifications/validations, proving the security and reliability of our data protection
technologies.
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During the Track Record Period and up to the Latest Practicable Date, we have not
experienced any material data leakage nor received any claim from any third party against us
on the ground of infringement of such party’s right to data protection as provided by applicable
PRC laws and regulations or any applicable laws and regulations in other jurisdictions. During
the Track Record Period and up to the Latest Practicable Date, we have not been subject to any
government investigation or penalty, and we have not experienced any material data loss or
breach incidents. During the Track Record Period and up to the Latest Practicable Date, we
have not engaged in any cross border transfer of personal information. Based on the foregoing,
our PRC Legal Advisor is of the view that the Company’s products comply with data privacy
and cybersecurity laws in the PRC effectively in all material respects and our PRC Legal
Advisor, confirms that, during the Track Record Period and up to the Latest Practicable Date,
we are in compliance with all material aspects of applicable PRC laws and regulations with
respect to privacy and personal data protection.
CUSTOMERS AND CUSTOMER SUPPORT
Our Customers
During the Track Record Period, we did not have any substantial reliance on any single
customer. Our top five customers in each of 2022, 2023, 2024 and the six months ended June
30, 2025, in aggregate only accounted for 1.2%, 1.2%, 1.0% and 1.3% of our total revenues in
the respective year/period. Our largest customer in each of 2022, 2023, 2024 and the six
months ended June 30, 2025, accounted for 0.3%, 0.5%, 0.5% and 0.6% of our total revenue
for the respective year/period.
To the best of our knowledge, during the Track Record Period and up to the Latest
Practicable Date, our customers were independent third parties. As of the Latest Practicable
Date, none of our Directors, their associates or any of our shareholders (who or which to the
knowledge of the Directors owned more than 5% of our issued share capital) had any interest
in any of our five largest customers in each period during the Track Record Period.
Our E-Commerce Merchants Customers
With our SaaS products focused on e-commerce industry, our customers are primarily
e-commerce merchants across various e-commerce platforms. We have accumulated a broad
and solid customer base, which has expanded rapidly since our inception. The total number of
our SaaS customers increased throughout the Track Record Period, being 45.7 thousand, 62.2
thousand, 88.4 thousand and 92.6 thousand as of December 31, 2022, 2023, 2024 and June 30,
2025, respectively. Our customers include both traditional e-commerce merchants and live
streaming e-commerce merchants. A majority of our customers, being over 60% during the
Track Record Period, are large scale merchants with an average daily order of over 100.
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The salient terms of sales contracts with customers of our SaaS products are set out
below:
 Scope of services: We provide SaaS products with standard functions and
specifications to our customers.
 Fee model: We charge our customers either on (i) annual subscription basis, or (ii)
the number of orders processed on the products.
 Term: Our sales contracts of SaaS products typically have a term of one to four
years.
 Renewal of contract term: Customers can renew the contract term by notifying us
and paying service fees at least one week before the expiration of the contract term.
We may terminate customers’ access to our SaaS products if the customers do not
renew upon such expiration.
 Ownership: We retain all intellectual property rights with respect to our SaaS
products.
We do not provide trial period for customers. After entering into sales contracts with us,
according to the terms of relevant agreements, refund may only be granted on the condition that
the customers requesting for refund have not started to use our products, in which case we may
return the entire remaining contract amount paid after deducting any implementation costs
incurred. Pursuant to the agreements, the refund provision is not subject to any prescribed
temporal limitations. We issued refunds of RMB30.2 million, RMB22.1 million, RMB27.5
million and RMB13.3 million in 2022, 2023, 2024 and the six months ended June 30, 2025,
respectively, representing 4.1%, 2.1%, 2.1% and 2.2% of our total SaaS billings in such
periods, respectively. These refunds were primarily issued due to discovery of unsuitability to
customers’ demands during our preparation for implementation, or as a result of subsequent
changes in our customers’ business conditions. Furthermore, the sales contracts with customers
of our SaaS products typically have a term of liability for breach of contract, which provides
that if either party breaches any term of the sales contract, the other party may demand it to
bear the corresponding liability for breach of contract, but the amount of damages shall not
exceed 30% of total amount of such sales contract. As advised by our PRC Legal Advisor, the
above term of liability for breach of contract does not violate the relevant PRC laws and
regulations, including the Civil Code (Պ), among others. If there is
any defect of our products under the sales contract, which leads our customers to ask us to bear
the corresponding liability for breach of contract and compensate for their loss, we would
compensate the customers for their actual loss, which in any event cannot exceed 30% of the
relevant contract amount. The 30% limit is in line with industry norm, according to CIC.
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Our current customer base encompasses various industries such as apparel, shoes and
bags, home products, food and beverages, sports and entertainment, along with others,
highlighting the diverse appeal of our offerings. The following table sets forth a breakdown of
the number of our customers by industry based on our knowledge during the Track Record
Period:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(in thousands)
Apparel, shoes and bags 21.4 27.3 33.6 34.9
Home products 6.9 9.7 12.6 14.4
Food and beverages 4.4 6.7 9.6 10.7
Sports and entertainment 3.2 4.9 7.7 8.9
Other 9.8 13.6 24.9 23.7
Total 45.7 62.2 88.4 92.6
The following tables set forth the detailed information for our five largest e-commerce
merchants customers (i.e. top five customers based on income attributable to the provision of
SaaS services) for each of the years during the Track Record Period.
Rank Customer
Amount
of SaaS
revenue
%o f
revenue
contribution
Major SaaS
products procured
Y ear of
first
transaction Business scope
Y ear of
establishment Listing status
Registered
capital Location
(RMB in
thousands)
(RMB in
thousands,
unless
otherwise
specified)
For the six months ended June 30, 2025
1 Customer M 906 0.18 Jushuitan ERP ,
Jushengsuan,
Jugongdan
2023 Sales of apparel,
clothing and
accessories
1996 Not listed 103,800 Guangzhou
2 Customer G 828 0.16 Jushuitan ERP ,
Jushengsuan,
Jugongdan
2022 Daily goods and
personal care
products trade
2017 Not listed 10,000 Tianjin
3 Customer N 614 0.12 Jushuitan ERP ,
Jugongdan
2021 Manufacturing,
wholesale and retail
of cosmetics
2002 Listed 401,000 Guangzhou
4 Customer O 541 0.11 Jushuitan ERP 2024 Sales of equipment and
household appliances
2014 Not listed 10,200 Qingdao
5 Customer P 447 0.09 Jushuitan ERP 2024 Sales of apparel and
accessories
2018 Not listed 600,000 Kunshan
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Rank Customer
Amount
of SaaS
revenue
%o f
revenue
contribution
Major SaaS
products procured
Y ear of
first
transaction Business scope
Y ear of
establishment Listing status
Registered
capital Location
(RMB in
thousands)
(RMB in
thousands,
unless
otherwise
specified)
For the year ended December 31, 2024
1 Customer G 1,295 0.14 Jushuitan
ERP , Jushengsuan,
Jugongdan
2022 Daily goods and
personal care
products trade
2017 Not listed 10,000 Tianjin
2 Customer K 972 0.11 Jushuitan
ERP , Jushengsuan,
Jugongdan
2021 Cosmetics and daily
goods
2011 Not listed 150,000 Zhejiang
3 Customer F 888 0.10 Jushuitan ERP ,
Jushengsuan,
Jugongdan
2021 Manufacturer of
household paper and
maternal & child
hygiene product
1985 Listed 511,408 Fujian
4 Customer L 834 0.09 Jushuitan ERP ,
Juhuotong,
Jugongdan
2022 Food and agricultural
products
2021 Not listed 30,000 Shanghai
5 Customer H 760 0.08 Jushuitan ERP ,
Jushengsuan
2018 Daily goods 2018 Not listed 14,623 Fujian
For the year ended December 31, 2023
1 Customer F 1,090 0.16 Jushuitan ERP ,
Jushengsuan,
Jugongdan
2021 Manufacturer of
household paper and
maternal & child
hygiene product
1985 Listed 511,408 Fujian
2 Customer G 817 0.12 Jushuitan
ERP , Jushengsuan,
Jugongdan
2022 Daily goods and
personal care
products trade
2017 Not Listed 10,000 Tianjin
3 Customer H 693 0.10 Jushuitan
ERP , Jushengsuan
2018 Daily goods 2018 Not listed 14,623 Fujian
4 Customer I 611 0.09 Jushuitan
ERP , Jushengsuan
2023 Textile and apparel 2011 Listed US$10.0
million
Zhejiang
5 Customer J 577 0.08 Jushuitan
ERP , Jushengsuan,
Jugongdan
2022 Textile and apparel 2016 Not Listed 4,000 Guangdong
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Rank Customer
Amount
of SaaS
revenue
%o f
revenue
contribution
Major SaaS
products procured
Y ear of
first
transaction Business scope
Y ear of
establishment Listing status
Registered
capital Location
(RMB in
thousands)
(RMB in
thousands,
unless
otherwise
specified)
For the year ended December 31, 2022
1 Customer A 840 0.16 Jushuitan
ERP
2020 Wholesale and retail 2020 Not Listed 15,000 Guangdong
2 Customer B 655 0.13 Jushuitan
ERP , Jushengsuan,
Jugongdan,
Juhuotong
2019 Retail 2012 Not Listed 5,000 Guangdong
3 Customer C 566 0.11 Jushuitan
ERP , Jushengsuan
2021 Daily chemical
products
2001 Not Listed 90,000 Zhejiang
4 Customer D 393 0.08 Jushuitan ERP 2021 Home appliances 2018 Listed (as a
subsidiary)
400,000 Jiangsu
5 Customer E 352 0.07 Jushuitan ERP 2019 Other IT and internet
services
2019 Not Listed 1,000 Shandong
Customer Support
In our ongoing efforts to enhance customer satisfaction and improve service quality, we
maintain a dedicated customer support and service team focusing on real-time problem-solving
with the ultimate goal of increasing user experience and customer stickiness. In addition, we
also gather feedback on how to improve our products and responds to customer suggestions.
In addition, we have established two training centers for our customers, Waterdrop
Academy and Juhui Club, to enhance our customers’ business capabilities and provide
networking opportunities for our customer community. For example, we provided several
training sessions for our customers in Waterdrop Academy to help them improve warehousing
management, which were all over-booked and well received. We also organized seminars in our
Juhui Club, where our customers may develop sales and marketing skills or connect with
commercial resources. These training centers serve as our customer community hub, and we
are able to obtain new customers and maintain our existing customer relationships through
these venues and the activities therein.
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SUPPLIERS AND PROCUREMENT
During the Track Record Period, our suppliers primarily include cloud service providers,
sales agents and hardware suppliers. Cloud server fees and technical service fees accounted for
20.8%, 28.8%, 33.1% and 34.2% of our cost of sales in 2022, 2023, 2024 and the six months
ended June 30, 2025, respectively. While we believe we maintain good business relationship
with our IaaS cloud services providers, we cannot assure you that such relationships will not
worsen in the future. For details, see “Risk Factors—Risks Relating to Our Business and
Industry—Our SaaS products are subject to third-party dependencies. In particular, we rely on
one IaaS cloud service provider.” According to CIC, there are several providers in the market
that can provide comparable services to satisfy our business needs, and we do not anticipate
there will be significant migration costs. Sales commission to sales agents accounted for 9.6%,
11.3%, 13.1% and 13.4% of our selling and marketing expenses in 2022, 2023, 2024 and the
six months ended June 30, 2025, respectively. The cost of goods sold accounted for 5.3%,
4.9%, 4.2% and 3.8% of our cost of sales in 2022, 2023, 2024 and the six months ended June
30, 2025, respectively.
Our top five suppliers in each period during the Track Record Period in aggregate
accounted for 72.6%, 66.3%, 85.0% and 84.7% of our total purchases in 2022, 2023, 2024 and
the six months ended June 30, 2025, respectively. Our largest supplier in each period during
the Track Record Period accounted for approximately 39.4%, 36.3%, 50.3% and 51.7% of our
total purchases in 2022, 2023, 2024 and the six months ended June 30, 2025, respectively. Our
largest supplier provides IaaS cloud services on which our SaaS products and related services
are premised. We primarily rely on one cloud service provider and also purchase from other
cloud service providers, which is an industry norm for e-commerce SaaS providers, according
to CIC. We believe our operation would not be materially affected in case we are required to
change our cloud service providers. Because the cloud services needed for our operations are
relatively standard and customary, we believe that there are sufficient alternative cloud service
providers in the market can provide comparable services in a timely manner without incurring
significant costs in the event we need to change our cloud service providers. According to CIC,
there are more than a dozen competent public cloud service providers in China. For risks
involved in having one supplier material to our business, see “Risk Factors—Risk Relating to
Our Business and Industry—Our SaaS products are subject to third-party dependencies. In
particular, we rely on one IaaS cloud service provider.”
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The table below sets forth the details of our five largest suppliers in each period during
the Track Record Period.
Rank Supplier
Purchase
amount
% of total
purchase
Products or services
purchased
Y ear of
first
transaction Business scope
Y ear of
establishment Listing status
Registered
capital Location
(RMB in
thousands)
(RMB in
thousands,
unless
otherwise
specified)
For the six months ended June 30, 2025
1 Supplier A 59,456 53.5 Cloud Service 2015 Cloud services 2008 Listed (as a
subsidiary)
1,010,101 Zhejiang
2 Supplier B 16,128 14.5 Sales agent 2020
* Marketing services of
e-commerce SaaS
products
2020 Not listed 50 Zhejiang
3 Supplier C 12,763 11.5 Sales agent 2018* Marketing services of
e-commerce SaaS
products
2011 Not listed 1,000 Fujian
4 Supplier D 6,048 5.4 Leases 2020 Development and
management of
properties
2012 Not listed 200,000 Shanghai
5 Supplier E 3,113 2.8 PDA 2017 IT and software
services
2010 Not listed 50,000 Jiangsu
For the year ended December 31, 2024
1 Supplier A 109,538 50.3 Cloud Service 2015 Cloud services 2008 Listed (as a
subsidiary)
1,010,101 Zhejiang
2 Supplier B 31,020 14.3 Sales agent 2020
* Marketing services of
e-commerce SaaS
products
2020 Not listed 50 Zhejiang
3 Supplier C 26,237 12.1 Sales agent 2018* Marketing services of
e-commerce SaaS
products
2011 Not listed 1,000 Fujian
4 Supplier D 12,036 5.5 Leases 2020 Development and
management of
properties
2012 Not listed 200,000 Shanghai
5 Supplier E 6,165 2.8 PDA 2017 IT and software
services
2010 Not listed 50,000 Jiangsu
For the year ended December 31, 2023
1 Supplier A 79,588 36.3 Cloud service 2015 Cloud services 2008 Listed (as a
subsidiary)
1,010,101 Zhejiang
2 Supplier B 25,768 11.8 Sales agent 2020
* Marketing services of
e-commerce SaaS
products
2020 Not Listed 50 Zhejiang
3 Supplier C 23,352 10.7 Sales agent 2018* Marketing services of
e-commerce SaaS
products
2011 Not Listed 1,000 Fujian
4 Supplier D 9,850 4.5 Leases 2020 Development and
management of
properties
2012 Not Listed 200,000 Shanghai
5 Supplier E 6,674 3.0 PDA 2017 IT and software
services
2010 Not Listed 50,000 Jiangsu
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Rank Supplier
Purchase
amount
% of total
purchase
Products or services
purchased
Y ear of
first
transaction Business scope
Y ear of
establishment Listing status
Registered
capital Location
(RMB in
thousands)
(RMB in
thousands,
unless
otherwise
specified)
For the year ended December 31, 2022
1 Supplier A 59,070 39.4 Cloud service 2015 Cloud services 2008 Listed (as a
subsidiary)
1,010,101 Zhejiang
2 Supplier B 16,650 11.1 Sales agent 2020
* Marketing services of
e-commerce SaaS
products
2020 Not Listed 50 Zhejiang
3 Supplier C 13,661 9.1 Sales agent 2018* Marketing services of
e-commerce SaaS
products
2011 Not Listed 1,000 Fujian
4 Supplier D 12,387 8.3 Leases 2020 Development and
management of
properties
2012 Not Listed 200,000 Shanghai
5 Supplier E 6,990 4.7 PDA 2017 IT and software
services
2010 Not Listed 50,000 Jiangsu
* Supplier B and Supplier C refer to the entities through which our third-party sales agents enter into
contracts with us, and the length of business relationships indicated in this table do not account for the
length of time that such agents enter into contracts through the predecessors of these entities. We first
engaged the two third-party agents, through the predecessors of Supplier B and Supplier C, in 2016,
when we were at an early stage of commercialization and yet to establish a nationwide direct sales force.
See “—Sales and Marketing—Sales.”
We maintain good business relationships with our suppliers. During the Track Record
Period, we did not have any material disputes with or any material operation interruptions
caused by our suppliers. To the best of our knowledge, during the Track Record Period and up
to the Latest Practicable Date, our suppliers were independent third parties. As of the Latest
Practicable Date, none of our Directors, their associates or any of our shareholders (who or
which to the knowledge of the Directors owned more than 5% of our issued share capital) had
any interest in any of our five largest suppliers in each period during the Track Record Period.
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Relationship with Supplier A
Supplier A is our largest supplier in each period during the Track Record Period, and it
provides IaaS cloud services on which our SaaS products and related services are premised.
The salient terms of our purchase agreement with such supplier are set out below:
 Scope of services: We purchase from such supplier IaaS cloud services such as usage
of cloud servers, with specifications as set forth on the official website of such
supplier at the time of purchase.
 Charging basis: For different types of cloud computing services, we are charged on
periodic subscription basis or on volume basis. For example, certain database and
cloud server services we procured were charged based on actual volume usage, and
certain log, bandwidth and content delivery services we procured were charged
based on periodic subscription with unlimited volume. Periodic subscription are
purchased on a annual or monthly basis, and we pay the fixed subscription fees for
unlimited volume usage. For cloud services that are charged on a volume basis, we
purchase certain amount of volume based on the unit price offered by the supplier,
and consume the volume upon usage.
 Payment for services: We may either deposit in our prepaid account or make
payments as we procure services.
 Term: Our contract with such supplier has a term of three years.
Our Directors believe that, as confirmed by CIC, the terms of our purchase agreement
with such supplier are consistent with the industry practice.
In addition to purchase of cloud services from Supplier A, our products are connected to
the e-commerce platforms operated by an affiliate of Supplier A. The procurement of cloud
services and the establishment of connectivity with such e-commerce platforms are not
inter-conditional and we do not obtain any favorable treatment on such e-commerce platforms
as a result of our procurement of cloud services. Moreover, to our best knowledge, such
e-commerce platform does not deduct technology support fees for all applications offered on
its marketplace, including those offered by us. Our Directors believe, based on our good
business relationship with Supplier A in the past and their best knowledge, the likelihood of our
relationship with Supplier A will materially adversely change is low. We are also in good
business relationship with IaaS cloud service providers other than Supplier A. According to
CIC, there are several providers in the market that can provide comparable services to satisfy
our business needs, and we do not anticipate significant migration costs. Therefore, in the
unlikely event that the relationship with Supplier A terminated, we can identify other IaaS
cloud service providers.
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COMPETITION
We face competition from other e-commerce SaaS ERP providers in China. E-commerce
SaaS ERP providers compete to acquire market share in many ways, such as acquiring and
maintaining more customers, increasing the order processing speed, strengthening the
capability to connect to more e-commerce platforms and maintaining high product quality. The
principal competitive factors in our industry include e-commerce and ERP industry know-how,
advanced and user-friendly product offerings, expansion of solutions and features, technical
capabilities, sales and marketing capabilities, implementation and customer service and
industry-wide coordination. We believe we are well-positioned to compete effectively on the
basis of the foregoing factors.
We are the largest e-commerce SaaS ERP provider in China in terms of relevant revenue
in 2024, taking up to 24.4% of the market share, exceeding the combined market share of the
second through the fifth largest players, according to CIC. Nevertheless, some of our existing
or future competitors may have longer operating histories, larger customer bases, greater name
recognition and broader global footprint as well as greater financial, technical and other
resources. Moreover, as our business grows, we may also compete with other e-commerce
operation SaaS providers. See “Risk Factors—Risks Relating to Our Business and Industry
—We operate in a competitive market and may not be able to compete successfully against our
existing and future competitors.” For more information on the competitive landscape of our
industry, see “Industry Overview.”
INTELLECTUAL PROPERTY
We regard our intellectual property rights critical to our business operations. We rely
primarily on a combination of patents, copyrights, trademarks, trade secret and unfair
competition laws and contractual rights, such as confidentially agreement, to protect our
intellectual property rights. We clearly state all rights and obligations regarding the ownership
and protection of intellectual properties in all employment agreements and in most commercial
agreements we enter into. In addition, we have taken the following key measures to protect our
intellectual property rights: (i) implementing a set of comprehensive internal policies to
establish robust management over our intellectual property rights, (ii) deploying a special team
to guide, manage, supervise and monitor our daily work regarding intellectual properties, (iii)
timely registration, filing and application for ownership of our intellectual properties, and (iv)
engaging professional intellectual property service providers. During the Track Record Period,
our core technologies were patented. Such patents are typically valid for 10 years to 20 years.
As of the Latest Practicable Date, we had 37 patents registered with the National
Intellectual Property Administration of the PRC and 51 pending patent applications in
mainland China. As of the Latest Practicable Date, we had 275 trademarks registered in
mainland China, 22 trademarks in overseas countries and regions such as Hong Kong and
Southeast Asia, 202 copyrights registered with the National Copyright Administration of the
PRC, and 49 domain names. See “Appendix IV—Statutory and General Information—Further
Information About Our Business— Intellectual Property Rights of Our Group” for details of
our material intellectual property rights.
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As of the Latest Practicable Date, we had not been subject to any material disputes or
claims for infringement upon third parties’ intellectual property rights in the PRC.
EMPLOYEES
We had 2,660 employees as of June 30, 2025. Substantially all of our employees are based
in the PRC, primarily located at our offices in Shanghai and Zhejiang. The following table sets
forth the quarterly average number of employees for the periods indicated.
For the Y ear Ended December 31,
For the
Six Months
Ended
June 30,
2022 2023 2024 2025
Function
Implementation 1,117 931 887 865
Sales 1,120 874 924 911
Customer support 502 383 376 377
Research and development 543 510 465 463
General and administrative 132 102 106 102
Total 3,414 2,800 2,758 2,718
The decrease in our quarterly average number of employees during the Track Record
Period was primarily due to our optimized efficiency.
Our success depends on our ability to attract, retain and motivate qualified personnel. We
adopt high standards and strict procedures in our recruitment, including campus recruitment,
online recruitment, internal referral and recruitment through executive search, to satisfy our
demands for different types of talents. We provide regular and specialized training tailored to
the needs of our employees in different departments. Our employees can also improve their
skills through mutual learning among colleagues. New employees will receive pre-job training
and general training. As part of our human resource strategy, we offer employees competitive
salaries, performance-based cash bonuses and other incentives. As a result, we have generally
been able to attract and retain qualified employees and maintain a stable core management
team.
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As required by the Social Insurance Law (جthe Regulations
on the Administration of Housing Provident Funds (၍ଣૢԷ) and other applicable
PRC laws and regulations, we participate in housing fund and various employee social
insurance plans that are organized by applicable local municipal and provincial governments,
including housing, pension, medical, work-related injury and unemployment benefit plans. We
or agents engaged by us are required under such PRC laws and regulations to contribute to
employee social insurance plans at specified percentages of the salaries, bonuses and certain
allowances of our employees. And according to 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. See
“Regulations — Regulations on Employment and Social Welfare” for details.
We believe that we maintain good working relationship with our employees and we have
not experienced any material labor disputes or any difficulty in recruiting staff for our
operations during the Track Record Period and up to the Latest Practicable Date. Our
employees are represented by a self-established labor union, consisting of representatives of
our employees and senior management. The labor union organize employee meetings to discuss
critical labor topics and enter into collective labor contracts with us that set forth guidelines
for individual labor contract terms periodically. During the Track Record Period and up to the
Latest Practicable Date, we have not experienced any material labor disputes with the labor
union or our employees.
INSURANCE
We consider our insurance coverage to be adequate as we have in place all the mandatory
insurance policies required by PRC laws and regulations and in accordance with the
commercial practices in our industry. Our employee-related insurance consists of pension
insurance, maternity insurance, unemployment insurance, work-related injury insurance and
medical insurance, as required by PRC laws and regulations. We also purchase supplemental
commercial accident insurance for our employees.
In line with general market practice, we do not maintain any business interruption
insurance or product liability insurance, which are not mandatory under PRC laws. We do not
maintain key man life insurance, insurance policies covering damages to our network
infrastructures or information technology systems or any insurance policies for our properties.
See “Risk Factors—Risks Relating to Our Business and Industry—We may not have sufficient
insurance coverage to cover our potential liability or loss, and our business, financial
conditions, results of operations and prospects may be materially and adversely affected should
any such liability or loss arise.”
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SEASONALITY
Our SaaS products and solutions are used by participants in the e-commerce industry.
Therefore, our business is subject to seasonal trends and fluctuations associated with the
e-commerce cycles in China. Specifically, we generally experience an increased revenue
during special promotional events on major e-commerce platforms in the fourth quarter of a
year. For example, our revenue and SaaS billings were RMB421.0 million and RMB599.0
million, respectively, in the first half of 2024, accounting for 46.3% and 46.0% of our total
revenue and SaaS billings in the full year 2024. In addition, we recorded operating cash inflow
of RMB1.9 million in the first half of 2024, as compared to operating cash inflow of RMB279.2
million in the full year 2024. According to CIC, such seasonal fluctuation is an industry norm
in China’s e-commerce operation SaaS market. See also “Risk Factors—Risks Relating to Our
Business and Industry—Our results of operations are subject to substantial seasonal
fluctuations due to a number of factors that could adversely affect our business.”
ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS
We are committed to be a responsible corporate citizen and to provide sustainable value
for our stakeholders, with our significant efforts in environmental, social and governance
(“ESG”) matters. During the Track Record Period and up to the Latest Practicable Date, we had
not been subject to any fines or other penalties due to noncompliance with health, safety or
environmental regulations.
Environment
Given our business nature as a technology-based company, we do not operate any
production facilities or otherwise impose any significant impacts on the environment.
Therefore, we are not subject to significant environmental risks. However, as an integral part
of our ESG commitments, we have been making significant efforts towards environmental
protection, change and sustainability. For example, our SaaS ERP products enable e-commerce
transactions to be done in paperless manner. Our SaaS products have contributed significantly
to the reduction of paper consumption, since details of goods and delivery orders no longer
have to be paper-based with our ERP .
We also adopt a low-carbon policy in our workplace and daily operations, such as
requiring double-sided printing of documents throughout our office, using electronic channels
for internal communication to minimize paper waste, switching off all electronic equipment
and lights when they are not in use, installing energy-saving lights, and strictly controlling air
conditioner usages.
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In line with our vision for sustainable development, we oversee our environmental
protection performance in aspects such as the use of electricity. In 2024, our costs of electricity
consumption for primary offices was RMB0.6 million. In 2024, our total electricity
consumption for primary offices was 806 kWh’000, representing 0.9 kWh’000 per million
(RMB) revenues. Our Scope 1 carbon emissions increased from 734 tonnes equivalent in 2022
to 762 tonnes equivalent in 2023 and decreased to 614 tonnes equivalent in 2024, while our
Scope 2 carbon emissions increased from 584 tonnes equivalent in 2022 to 592 tonnes
equivalent in 2023 and decreased to 564 tonnes equivalent in 2024. Our total carbon emissions
per unit of revenue decreased continuously from 2.5 tonnes equivalent per million RMB in
2022 to 1.9 in 2023, and further to 1.3 in 2024. We expect to maintain our 2030 total carbon
emissions per unit of revenue at a level not exceeding that of 2024, and target to continuously
enhance the efficiency of electricity consumptions in our operations to fulfill our
environmental and social responsibility, taking into account our historical performance and
overall business prospects.
In addition, the operation of our SaaS products would indirectly cause carbon emissions
as they consume electricity when using the data centers of our cloud service providers. To
mitigate such indirect climate risks, we attach great importance to energy efficiency in our
choice of service vendors, such as data centers that are committed to reducing carbon footprint
and have implemented sustainable practices. We plan to initiate the assessment of our scope 3
greenhouse gas emissions after the Listing.
Social Responsibility
We take our social responsibility solemnly and proactively. We continue to invest in
health, safety and wellness programs to help employees enjoy a better quality of life and
contribute to our success. We also make significant efforts in expanding our positive influence
to the wider community, purporting to increase the wellness of the society.
We are also dedicated in creating an inclusive work environment for all of our employees.
In order to create a delightful working environment, we provide a refreshment area in the
workplace and provide indoor sports venues for employees to improve fitness and facilitate
casual communications among colleagues.
As of June 30, 2025, 25.3% of our employees were female. For our female employees, we
also built mothers’ space in our office area, equipped with disinfection cabinet, air purifier and
various mother and baby products. As of June 30, 2025, we had 13 employees who are people
with impairments. To promote equal opportunities, we partnered with Zhejiang Welfare
Foundation for People with Impairments in the “Angels with Hidden Wings” project, in which
we provided comprehensive e-commerce training for people with impairments. More than 50
people receiving our training were able to secure employment in e-commerce industry
subsequently.
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Governance
Our Board has the collective and overall responsibility for establishing, adopting and
reviewing our ESG vision, policy and target, and evaluating, determining and addressing our
ESG-related risks. Our Board may engage independent third parties to evaluate the ESG risks
and review our existing strategy, target and internal controls. Necessary improvement will then
be implemented to mitigate the risks. Our Board also direct our dialogue with stakeholders
regarding ESG matters. Our management presents and communicate the key highlights of
ESG-related matters to the Board periodically.
Given the nature of our business, we do not operate any production facilities or otherwise
impose any material threats to the environment or the climate. We are also not subject to
significant health, safety, environmental or climate-related risks. During the Track Record
Period and up to the Latest Practicable Date, we had not been subject to any fines or other
penalties due to non-compliance with health, safety or environmental regulations. During the
Track Record Period and up to the Latest Practicable Date, we had not incurred material capital
expenditures or compliance costs related to ESG. We also do not anticipate to incur material
capital expenditures or compliance costs related to climate in the foreseeable future.
PROPERTIES
We occupy certain properties for non-property activities as defined under Rule 5.01(2) of
the Listing Rules. As of June 30, 2025, none of the properties leased by us had a carrying
amount of 15% or more of our consolidated total assets.
We do not own any properties. As of the Latest Practicable Date, we leased premises in
Shanghai and certain other cities where we operate with an aggregate gross floor area of
approximately 19,037 square meters.
As of the Latest Practicable Date, certain of our leased properties from third parties had
title defects, including four leased properties for which the relevant lessors had not provided
us with valid title certificates or relevant authorization documents evidencing the right to lease
the property to us. Such leased properties are used as our offices or staff accommodations, our
major fixed assets are not located in such leased properties. As a result, the lease may not be
valid, and we may not be able to continue to use such property if the lessor’s right to lease such
property is challenged by any third party or government authorities. See “Risk Factors—Risks
Relating to Our Business and Industry— Legal defects regarding some of our leased properties
may affect our interests in the leased properties. Challenges to our interests in the leased
properties could significantly disrupt our business and may adversely affect our business,
financial condition and results of operations.” As of the Latest Practicable Date, we were not
aware of any challenge being made by a third party or government authority on the title of such
leased properties. As advised by our PRC Legal Advisor, the relevant laws and regulations do
not expressly stipulate that we would be subject to any administrative penalty as the lessees by
the competent government authorities due to the title defects in such leased properties. We
believe we could find comparable leased properties as alternatives, and such relocation would
not have a material adverse effect on our business, financial condition and results of
operations.
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As of the Latest Practicable Date, despite our efforts to secure registrations, 69 of our
leased properties have not been registered with the relevant PRC government authorities,
primarily due to the lack of cooperation from our lessors in registering the relevant lease
agreements. We will continue to seek cooperation from the lessors of the leased properties to
register executed lease agreements with the relevant PRC government authorities in the future.
Pursuant to the relevant PRC laws and regulations, failure to register such lease agreements
with relevant PRC government authorities does not affect the effectiveness of the lease
agreements. While the relevant PRC government authorities may order us to register the lease
agreements within a prescribed time limit, if we fail to do so within the prescribed time limit,
the relevant PRC government authorities may further subject us to a fine ranging from
RMB1,000 to RMB10,000 for each lease agreement. See “Risk Factors—Risks Relating to Our
Business and Industry—Some leasing agreements of our leased properties have not been
registered as required by applicable PRC laws and regulations. We may be subject to penalties
should we fail to register these lease agreements upon request by the relevant authorities.” As
of the Latest Practicable Date, no administrative action or penalty had been imposed by the
relevant PRC government authorities with respect to our failure to register such lease
agreements, nor had we received any order to complete such registration of the lease
agreements. Considering the above, as advised by our PRC Legal Advisor, failure to register
such lease agreements with competent government authorities does not affect the effectiveness
of the lease agreements, and the risk of the competent government authorities would impose
fines on us due to our failure to register such lease agreements is low as long as the we could
complete such registration of the lease agreements with a prescribed time limit upon request
from the relevant competent government authorities. We undertake to cooperate and do our best
effort to coordinate our lessors to facilitate such registration of the lease agreements once we
receive any order to do so from the competent government authorities.
LEGAL PROCEEDINGS
During the Track Record Period and up to the Latest Practicable Date, we had not been
involved in any actual or pending legal, arbitration or administrative proceedings (including
any bankruptcy or receivership proceedings) that we believe would have a material adverse
effect on our business, results of operations, financial condition or reputation and compliance.
LICENSES, REGULATORY APPROV ALS AND COMPLIANCE RECORD
Licenses and Regulatory Approvals
As of the Latest Practicable Date, there is no material license, permit, approval or
certificate which must be obtained to conduct our current main business operations from the
relevant government authorities in the PRC.
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Compliance Record
We are subject to various regulatory requirements and guidelines issued by the regulatory
authorities in the jurisdictions in which we operate. During the Track Record Period and up to
the Latest Practicable Date, we had not been involved in any material non-compliance
incidents that have led to fines, enforcement actions, or other penalties that we believe would
have a material adverse effect on our business, results of operations, financial condition or
reputation.
According to our PRC Legal Advisor, the business operations we engaged in had been
carried out in compliance with applicable PRC laws and regulations in all material respects as
of the Latest Practicable Date.
Social Insurance and Housing Provident Fund Contributions
During the Track Record Period, social insurance and housing provident fund
contributions for some of our employees had not been made in full in accordance with the
relevant PRC laws and regulations, primarily because our staff in charge of the administration
of our employee benefit scheme lacked a comprehensive understanding of the PRC laws and
regulations, which resulted in an inadvertence in monitoring our compliance status. We have
not fully settled the shortfall amount of social insurance and hosing provident fund
contribution as of the Latest Practicable Date. In 2022, 2023, 2024 and the six months ended
June 30, 2025, the amount of shortfall in respect of social insurance and housing provident
fund contributions was RMB1.5 million, RMB65.7 thousand, nil and nil, respectively. Pursuant
to relevant PRC laws and regulations, if there is a failure to pay the full amount of social
insurance as required, the social insurance premium collection department may require
payment of the outstanding amount within a prescribed period, and it may charge a late fee of
0.05% per day of the delayed payment amount. If such payment is not made within the
stipulated period, the competent authority may further impose a fine of one to three times of
the overdue amount. Pursuant to relevant PRC laws and regulations, if there is a failure to pay
the full amount of housing provident fund as required, the housing provident fund management
center may require payment of the outstanding amount within a prescribed period. If the
payment is not made within such time limit, an application may be made to the PRC courts for
compulsory enforcement.
As of the Latest Practicable Date, no administrative action or penalty had been imposed
by the relevant regulatory authorities with respect to our social insurance and housing
provident fund contributions, nor had we received any order to settle the deficit amount.
Moreover, as of the Latest Practicable Date, we were not aware of any complaint filed by our
employees regarding our social insurance and housing provident fund policy. As of the Latest
Practicable Date, we have settled all outstanding payment obligations of social security
insurance and housing provident fund contributions for all of our employees. Given these
circumstances, we have not made provision in relation to the shortfall during the Track Record
Period.
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See “Risk Factors—Risks Relating to Our Business and Industry—Failure to comply with
the PRC regulations regarding contribution of social insurance premium or housing provident
fund may subject us to fines and other legal or administrative penalties.”
RISK MANAGEMENT AND INTERNAL CONTROL
We have established and currently maintain risk management and internal control systems
consisting of policies and procedures that we consider to be appropriate for our business
operations. We are dedicated to continually improving these systems. We have adopted and
implemented comprehensive risk management policies in various aspects of our business
operations. Our Board of Directors is responsible for the establishment and updating of our
internal control systems, while our senior management monitors the daily implementation of
the internal control procedures and measures with respect to each subsidiary and functional
department.
Information System Risk Management
Sufficient maintenance, storage and protection of data and other related information are
critical to our success. We have implemented relevant internal procedures and controls to
ensure that data is protected and that leakage and loss of such data are avoided.
We have established an all-round information system in reference to data security
requirements, national standards and industry best practices and intend to continually invest
heavily in data security and privacy protection. Our information system applies multiple layers
of safeguards, including both internal and external firewalls, to identity and protect us against
security attacks. We have completed various information security, privacy and compliance
certifications/validations, proving the security and reliability of our data protection
technologies.
We implement a robust internal authentication and authorization system to ensure that our
confidential and sensitive data can only be accessed for authorized use and by authorized
personnel. We have clear and strict authorization and authentication procedures and policies in
place. Our employees only have access to data which is directly relevant and necessary for their
responsibilities and for limited purposes and are required to verify authorization upon every
access attempt.
To prevent data loss, we regularly conduct data backup and archive. We also have an
emergency response mechanism to evaluate critical risks, formulate disaster response plans and
perform emergency drills on a regular basis.
During the Track Record Period and up to the Latest Practicable Date, we did not cause
any material information leakage or loss of our data. See “—Data Privacy and Security” for
more information about our information security procedures and policies.
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Human Resource Risk Management
We have established internal control and risk management policies covering various
aspects of human resource management such as recruitment, training, work ethics and legal
compliance. We maintain high standards in recruitment with strict procedures to ensure the
quality of new hires and provide specialized training tailored to the needs of our employees in
different departments. We also conduct periodic performance reviews for our employees, and
introduce performance-based factors in determining remunerations. We monitor the
implementation of internal risk management policies on a regular basis to identify, manage and
mitigate internal risks in relation to the potential incompliance with our code of conduct, work
ethics, and violations of our internal policies or illegal acts.
In particular, we have in place a set of comprehensive anti-corruption and anti-bribery
policies within our company (the “Anti-corruption Policy”) to promote and support the
compliance with applicable anti-corruption laws and regulations, providing guidance on
anti-corruption and anti-bribery practices, the whistleblowing channel, as well as the
responsibilities for implementing the policies. All of our employees are required to understand
and comply with the Anti-corruption Policy, and we from time to time provide anti-corruption
trainings to our employees.
Financial Reporting Risk Management
We have adopted comprehensive accounting policies in connection with our financial
reporting risk management, such as financial management, budget management and financial
statement preparation. We also have procedures in place to carry out such accounting policies,
and our finance department reviews our management accounts in accordance with such
procedures. In addition, we provide ongoing training to our finance staff to ensure that these
policies are well observed and effectively implemented.
Compliance and Intellectual Property Risk Management
We have designed and adopted strict internal procedures to ensure the compliance of our
business operations with the relevant rules and regulations, as well as the protection of our
intellectual property rights. Our legal department examines the contract terms and reviews all
relevant documents for our business operations, including licenses and permits obtained by the
counterparties or us to perform contractual obligations and all the necessary underlying due
diligence materials, before we enter into any contract or business arrangements. Our legal
department is also responsible for obtaining any requisite governmental pre-approvals or
consent, including preparing and submitting all necessary documents for filing with relevant
government authorities within the prescribed regulatory timelines and ensuring all necessary
application, renewals or filings for trademark, copyright and patent registration have been
timely made to the competent authorities. There was no material and systemic noncompliance
during the Track Record Period and as of the Latest Practicable Date.
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Internal Control Risk Management
We have designed and adopted strict internal procedures to ensure the compliance of our
business operations with the relevant rules and regulations. We also continually review our risk
management policies and measures to ensure our policies and implementation are effective and
sufficient.
Our Audit Committee to be established and comprised of independent directors, will lead
our anti-corruption and anti-bribery efforts. We have already established an internal audit
department to manage and continuously enhance our overall internal controls. We designated
employees with rich experiences in internal control and compliance to carry out the internal
audit function.
Our employee handbook unambiguously states: “Any employee seeking, receiving, or
unlawfully offering benefits—including but not limited to gifts, loans, remuneration, positions,
contracts, services, or favors—by exploiting their position will be deemed to have committed
a serious violation of the company’s rules and regulations.” We also emphasize our
zero-tolerance stance towards any form of corruption or bribery in our employee training.
Furthermore, to foster transparency and detect potential violations, we have established a
dedicated whistleblower email that creates an open channel for employees and other
stakeholders to report any suspicions or evidence of corrupt practices.
A W ARDS AND RECOGNITION
The following table sets forth major awards and recognitions we received as of the Latest
Practicable Date.
Award/Recognition
Award
Y ear Awarding Institution/Authority
Shanghai Enterprise Technology
Center
2021 Shanghai Municipal Commission of Economy
and Informatization
Shanghai Brand Leading Model
Enterprise
2021 Shanghai Municipal Commission of Economy
and Informatization
Shanghai Outstanding Enterprise
of Digital Technology
2021 Shanghai E-Commerce Association
Shanghai Small Giant Enterprise
of Science and Technology
2021 Shanghai Science and Technology
Commission
Shanghai SRDI (Specialized,
Refinement, Differential,
Innovation) Enterprise
2021 Shanghai Municipal Commission of Economy
and Informatization
Shanghai Key Trademark
Protection List
2022 Shanghai Intellectual Property Office
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Award/Recognition
Award
Y ear Awarding Institution/Authority
Shanghai Quality Benchmark
(2022-2023)
2023 Shanghai Municipal Commission of Economy
and Informatization
Shanghai Software Core
Competitiveness Enterprise
(Scale Category)
2023 Shanghai Software Industry Association
Shanghai High and New
Technology Achievement
Transformation Project
2024 Shanghai Municipal Science and Technology
Commission
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DIRECTORS
Upon Listing, our Board will consist of seven Directors, including four executive
Directors and three independent non-executive Directors. The following table provides certain
information about our Directors:
Name Age Position
Date of
appointment
as Director
Date of
joining our
Group Roles and responsibilities
Executive Directors
Mr. Luo Haidong
(؇)
56 Chairman of the
Board, executive
Director and
CEO
August 2021 January
2014
(1)
Overall management and
business strategies of the
Group
Mr. He Xingjian
(ܔ)
48 Executive Director
and chief
product officer
February
2023
January
2014
(1)
Overall product development of
the Group
Mr. Li Cansheng
(ҽᐆʺ)
43 Executive Director
and chief
security officer
February
2023
January
2014
(1)
Overall network and data
security of the Group
Mr. Wang Y u
(ˮຄ)
38 Executive Director
and chief
marketing
officer
February
2023
November
2015
Overall sales management of the
Group
Non-Executive Directors
Mr. Wang
Donghui
(2)
55 Non-Executive
Director
February
2023
August 2020 Providing advice on our
Company’s overall
development as a private
company
Mr. Chen Hongliang
(ڥݳ)
2)
51 Non-Executive
Director
February
2023
November
2018
Providing advice on our
Company’s overall
development as a private
company
Mr. Zhou Kui
(մඃ)
(2)
57 Non-Executive
Director
February
2023
April 2019 Providing advice on our
Company’s overall
development as a private
company
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Name Age Position
Date of
appointment
as Director
Date of
joining our
Group Roles and responsibilities
Independent Non-executive Directors
Ms. Luo Mei (ٓ49 Independent
non-executive
Director
Listing Date Listing Date Participating in the decision
making for our Company’s
significant events and advising
on issues relating to corporate
governance, audit and the
remuneration and assessment
of our Directors and senior
management
Mr. Li Jiajun ( ҽྗ
ڲ)
43 Independent
non-executive
Director
Listing Date Listing Date Participating in the decision
making for our Company’s
significant events and advising
on issues relating to corporate
governance, audit and the
remuneration and assessment
of our Directors and senior
management
Mr. Sheng Kaiqiang
(ସ௱੶)
36 Independent
non-executive
Director
Listing Date Listing Date Participating in the decision
making for our Company’s
significant events and advising
on issues relating to corporate
governance, audit and the
remuneration and assessment
of our Directors and senior
management
Notes:
(1) Jiaxing Jushuitan Information Technology Co., Ltd. (ʮ̡)( “ Jiaxing Jushuitan
IT”), our wholly-owned subsidiary, was established in January 2014. Jiaxing Jushuitan IT did not have any
substantive operations from January 2014 to September 2014, and was merely established procedurally prior
to the establishment of Shanghai Jushuitan in September 2014. Only after the establishment of Shanghai
Jushuitan did we commence our primary business operations through Shanghai Jushuitan. Mr. Luo, Mr. He and
Mr. Li joined Jiaxing Jushuitan IT in January 2014. Jiaxing Jushuitan IT was initially owned by an employee
of our Group and the spouse of Mr. Li as to 30% and 70%, respectively. In March 2014, Mr. Luo and Mr. He
received equity interests of 40% and 20% in Jiaxing Jushuitan IT, respectively. Jushuitan IT has been
wholly-owned by Shanghai Jushuitan since November 2015. For details of establishment of Shanghai
Jushuitan, please refer to the section headed “History, Reorganization and Corporate Structure”.
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(2) As of the Latest Practicable Date, Mr. Wang Donghui, Mr. Chen Hongliang (ڥݳand Mr. Zhou Kui ( մ
ඃ) were our non-executive Directors. Each of Mr. Wang Donghui, Mr. Chen Hongliang (ڥݳand Mr. Zhou
Kui ( մඃ) has already tendered his resignation from directorship, conditional and effective upon Listing, and
the appointment of Ms. Luo Mei (ٓMr. Li Jiajun (ڲand Mr. Sheng Kaiqiang ( ସ௱੶)a s
independent non-executive Directors will become effective at the same time. Mr. Wang Donghui, Mr. Chen
Hongliang (ڥݳand Mr. Zhou Kui ( մඃ) are board representatives of our Pre-IPO Investors prior to
Listing and have performed non-executive functions through providing advice on our overall development as
a private company. Each of them has tendered his resignation based on internal decision-making of the Pre-IPO
Investor which he represents and intention to focus on other endeavours. Furthermore, the replacement of three
non-executive directors with three independent non-executive directors would allow us to meet the
requirements under Rules 3.10(1) and 3.10A of the Listing Rules that our Board shall include at least three
independent non-executive directors, who shall represent at least one-third of our Board.
Each of Mr. Wang Donghui, Mr. Chen Hongliang (ڥݳand Mr. Zhou Kui ( մඃ) has confirmed to the Board
that he has no disagreement with the Board and there are no other matters in relation to his resignation that
need to be brought to the attention of the Shareholders of the Company.
Executive Directors
Mr. Luo Haidong (؇)aged 56, joined our Group in January 2014. He was
appointed as a director of Shanghai Jushuitan in November 2015 and our Director in August
2021, and was re-designated as our executive Director in June 2023.
Mr. Luo has over 25 years of industry experience in ERP , enterprise service and IT. Prior
to founding our Group, Mr. Luo worked as the senior manager in the department of technology
in Jiaxing Maibao Technology Information Co., Ltd. (ʮ̡)( “ Jiaxing
Maibao ”), an e-commerce company principally engaged in online sales of bags and suitcases,
from November 2009 to December 2013. Before that, Mr. Luo served as the chairman of the
board and general manager of Shanghai Shengxun Technology Development Co., Ltd. ( ɪऎ᳅
ʮ̡), a company focused on research and development and sales of
information technology systems, from May 2000 to October 2009.
Mr. Luo received a master’s degree in theoretical electrical engineering ( ଣሞཥʈ) from
Shanghai University ( ɪऎɽኪ) in the PRC in January 1995. Mr. Luo was granted the title of
Professor Level Senior Engineer (ࢪby Shanghai Municipal Human Resources
and Social Security Bureau (ღ҅) in December 2022 in recognition
of his professional skills of information technology and multi-media. Mr. Luo was elected as
a member of the National People’s Congress (ڌof Jing’an District in Shanghai, PRC
in November 2021.
Mr. He Xingjian (ܔ)aged 48, joined our Group in January 2014. He was appointed
as a director of Shanghai Jushuitan in December 2015 and our Director in February 2023, and
was re-designated as our executive Director in June 2023.
Prior to joining our Group, Mr. He served as senior technical expert in the department of
technology in Jiaxing Maibao from February 2009 to November 2013. Before that, he worked
as the manager of department of technology of Shanghai Shengxun Technology Development
Co., Ltd. (ʮ̡) from August 2000 to January 2009.
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Mr. He graduated from Shanghai University of Sport ( ɪऎ᜗ԃɽኪ) in the PRC in July
2000.
Mr. Li Cansheng ( ҽᐆʺ), aged 43, joined our Group in January 2014. He was appointed
as a director of Shanghai Jushuitan in November 2018 and our Director on in February 2023,
and was re-designated as our executive Director in June 2023.
Prior to joining our Group, Mr. Li served as the senior development manager in Jiaxing
Maibao from November 2010 to October 2013.
Mr. Li obtained the graduation certificate in computer application and software through
passing the self-taught higher education examinations from Jilin University (ɽኪ)i nt h e
PRC in June 2010.
Mr. Wang Yu ( ˮຄ), aged 38, joined our Group in November 2015. He was appointed
as a director of Shanghai Jushuitan in April 2019 and our Director in February 2023, and was
re-designated as our executive Director in June 2023.
Prior to joining our Group, Mr. Wang worked as the chief executive officer of Hangzhou
Zhimaibao Network Technology Co., Ltd. (ʮ̡) from April 2013 to
October 2015. Before that, Mr. Wang served as the manager for key customers in Taobao
(China) Software Co., Ltd. ( ଇᘒ(ʕ਷)ʮ̡) from June 2011 to November 2012, and
the sales manager in China supplier sales department in Alibaba (China) Network Technology
Co., Ltd. (Ԣˋˋ(ʕ਷)ʮ̡) from August 2008 to December 2010.
Mr. Wang obtained a bachelor’s degree in measuring and control technology and
instrumentations from Hangzhou Dianzi University (Ҧɽኪ) in the PRC in June
2008, and an executive master of business administration from China Europe International
Business School ( ʕᆄ਷ყʈਠኪ৫) in the PRC in November 2023.
Non-executive Directors
Each of Mr. Wang Donghui, Mr. Chen Hongliang (ڥݳand Mr. Zhou Kui ( մඃ) are
board representatives of our Pre-IPO Investors prior to Listing and have performed non-
executive functions through providing advice on our overall development as a private
company. Each of them has already tendered his resignation from directorship, conditional and
effective upon Listing, based on internal decision-making of the Pre-IPO Investor which he
represents and intention to focus on other endeavours. Solely for the information of the
prospective investors, the Company sets out below the biography of them.
Mr. Wang Donghui , aged 55, was appointed as our non-executive Director in February
2023.
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Prior to joining our Group, Mr. Wang served as the vice president in Kingsoft Corporation
Limited (ʮ̡), a company listed on the Stock Exchange (stock code: 3888), in
2005, and was appointed as the chief financial officer and executive director in December 2005
and May 2008, respectively. He resigned as the executive director and chief financial officer
in October 2011. Mr. Wang founded Ameba Capital in November 2011 and has served as the
managing partner since its inception.
Mr. Wang received a bachelor’s degree in engineering from Tianjin Polytechnic
University (ʈุɽኪ) in the PRC in July 1992, and a master’s degree of business
administration from Victoria University of Technology in Australia in October 1997.
Mr. Chen Hongliang (ڥݳ)aged 51, was appointed as our non-executive Director in
February 2023.
Prior to joining our Group, Mr. Chen served as a director in Taobao (China) Software Co.,
Ltd. ( ଇᘒ(ʕ਷)ʮ̡) from October 2009 to September 2015. Mr. Chen has served as
an investment partner in Hangzhou Y uanjing Ruiheng Investment Management Co., Ltd. (ψ
ʮ̡) since September 2015.
Mr. Chen received a doctorate’s degree in mechanical engineering from Zhejiang
University ( एϪɽኪ) in the PRC in August 2002.
Mr. Zhou Kui ( մඃ), aged 57, was appointed as our non-executive Director in February
2023.
Mr. Zhou joined HongShan (ӄʕ਷) in October 2005 and currently serves as a partner
there, where he focuses on early investments in technology, media, telecom and healthcare
industries. Mr. Zhou previously served as a director in different public companies, including
Y unnan Botanee Bio-Technology Group Co., Ltd. (ʮ̡)
(Shenzhen Stock Exchange stock code: 300957) from November 2016 to May 2025, iRay
Group (ʮ̡) (Shanghai Stock Exchange stock code: 688301) from
May 2019 to March 2022, and Dada Nexus Limited (NASDAQ stock code: DADA) from
November 2014 to February 2022.
Mr. Zhou received a master’s degree in business administration from Tsinghua University
(૶ശɽኪ) in the PRC in June 2000.
Independent Non-executive Directors
Ms. Luo Mei (ٓ)aged 49, was appointed as our independent non-executive Director
of our Company in June 2023 with effect upon Listing Date.
Ms. Luo joined Tsinghua University ( ૶ശɽኪ) in 2009 and is currently an associate
professor of the Department of Accounting at the School of Economics and Management of
Tsinghua University, and the director of the Research Center for Digital Financial Assets,
DIRECTORS AND SENIOR MANAGEMENT
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School of Economics and Management, Tsinghua University. Ms. Luo served as an independent
non-executive director of Bank of Gansu Co., Ltd. (ʮ̡), a company listed
on the Stock Exchange (stock code: 2139) from August 2017 to September 2023. Ms. Luo was
formerly an independent director of Beijing Gehua CA TV Network Co., Ltd. ( ̏ԯဂശϞᇞၣ
ʮ̡), a company listed on the Shanghai Stock Exchange (stock code: 600037),
from March 2013 to March 2019, an independent director of Baofeng Group Co., Ltd. (ࠬ
ʮ̡) from June 2013 to December 2014, and an independent director of Canaan
Inc., a company listed on the NASDAQ (stock ticker: CAN), from December 2019 to July
2020.
Ms. Luo received a doctorate’s degree from the University of California, Berkeley, the
United States, majoring in business administration, in December 2004.
Mr. Li Jiajun (ڲ)aged 43, was appointed as our independent non-executive
Director of our Company in June 2023 with effect upon Listing Date.
Mr. Li has been serving as chief financial officer, secretary of the board and vice president
in Shanghai Wensheng Asset Management Co., Ltd. (ʮ̡), since
April 2016. Prior to that, he worked as financial director in RDA Microelectronics (Shanghai)
Co., Ltd. (ʮ̡) from January 2010 to April 2016, and in Dell (China)
Co., Ltd. ( Ꮦဧ(ʕ਷)ʮ̡) from October 2009 to January 2010. Mr. Li had also worked
in PricewaterhouseCoopers Zhongtian Accounting Firm (הfrom
August 2004 to November 2009. Since February 2022, has been serving as an independent
director in Jiangxi Bohai Zinc Product Co., Ltd. (ʮ̡), a
company listed on the National Equities Exchange and Quotations (stock code: 835723) in
2016.
Mr. Li received his bachelor’s degree in electronic and information engineering from
Tongji University ( Ν᏶ɽኪ) in the PRC in July 2004, and an executive master of business
administration from China Europe International Business School ( ʕᆄ਷ყʈਠኪ৫)i nt h e
PRC in November 2022. Mr. Li has been a fellow member of China Certified Public
Accountant (CPA) since March 2013.
Mr. Sheng Kaiqiang ( ସ௱੶), aged 36, was appointed as our independent non-executive
Director of our Company in June 2023 with effect upon Listing Date.
Mr. Sheng founded Shanghai Wupao Network Technology Co., Ltd. (Ҧ
ʮ̡) in January 2010 and has been serving as executive director since then.
Mr. Sheng received his bachelor’s degree in marketing from Donghua University (ശ
ɽኪ) in the PRC in July 2010, and an executive master of business administration from China
Europe International Business School ( ʕᆄ਷ყʈਠኪ৫) in the PRC in November 2022.
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OTHER DISCLOSURE
Pursuant to Rule 3.09D of the Listing Rules
Each of our Directors confirms that he or she (i) has obtained the legal advice referred
to under Rule 3.09D of the Listing Rules in June 2023, and (ii) understands his or her
obligations as a director of a listed issuer under the Listing Rules.
Pursuant to Rule 3.13 of the Listing Rules
Each of the independent non-executive Directors has confirmed (i) his/her independence
as regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules, (ii) he/she
has no past or present financial or other interest in the business of the Company or its
subsidiaries or any connection with any core connected person of the Company under the
Listing Rules as of the Latest Practicable Date, and (iii) that there are no other factors that may
affect his/her independence at the time of his/her appointments.
Pursuant to Rule 13.51(2) of the Listing Rules
Save as disclosed above and in this Prospectus, each of our Directors confirms with
respect to himself or herself that he or she (i) did not hold other long positions or short
positions in the Shares, underlying Shares, debentures of our Company or any associated
corporation (within the meaning of Part XV of the SFO) as of the Latest Practicable Date; (ii)
did not hold any other directorships in the three years prior to the Latest Practicable Date in
any public companies of which the securities are listed on any securities market in Hong Kong
and/or overseas; and (iii) there are no other matters concerning his or her appointment that need
to be brought to the attention of our Shareholders and the Stock Exchange or shall be disclosed
pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. As of the Latest Practicable Date,
none of our Directors or senior management is related to other Directors or senior management
of our Company.
COMPETITION
As of the Latest Practicable Date, none of the Directors have any interest in a business
which competes or is likely to compete, directly or indirectly, with our business and requires
disclosure under Rule 8.10 of the Listing Rules.
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SENIOR MANAGEMENT
The following table sets out information regarding the members of senior management of
our Company:
Name Age Position
Date of
Joining the
Group
Date of
Appointment as
a member of
senior
management
of the Group Roles and Responsibilities
Mr. Luo
Haidong
(؇)
56 Chairman of the
Board, executive
Director and
CEO
January
2014
January 2014
(1) Overall management and
business strategies of the
Group
Mr. He Xingjian
(ܔ)
48 Executive Director,
chief product
officer
January
2014
January 2014
(1) Overall product development
of the Group
Mr. Li
Cansheng
(ҽᐆʺ)
43 Executive Director
and chief security
officer
January
2014
January 2014
(1) Overall network and data
security of the Group
Mr. Wang Y u
(ˮຄ)
38 Executive Director
and chief
marketing officer
November
2015
November 2015 Overall sales management of
the Group
Mr. Cen
Wenchu
(ڋ)
46 Chief technology
officer
August 2020 August 2020 Overall research and
development of the Group
Mr. Liu Luyao
(ᄎ༩Ⴧ)
38 Chief financial
officer
February
2021
February 2021 Financial, legal, capital
markets and investor
relationship affairs of the
Group
Note:
(1) Please refer to Note (1) to the table under “– Directors” in this section.
Mr. Luo Haidong (؇)aged 56, is the Chairman of the Board, our executive
Director and CEO. For details of his biography, see “Directors – Executive Directors” above.
Mr. He Xingjian (ܔ)aged 48, is our executive Director and chief product officer.
For details of his biography, see “Directors – Executive Directors” above.
Mr. Li Cansheng ( ҽᐆʺ), aged 43, is our executive Director and chief security officer.
For details of his biography, see “Directors – Executive Directors” above.
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Mr. Wang Yu ( ˮຄ), aged 38, is our executive Director and chief marketing officer. For
details of his biography, see “Directors – Executive Directors” above.
Mr. Cen Wenchu (ڋ)aged 46, joined our Group in August 2020 as the chief
technology officer.
Prior to joining our Group, Mr. Cen served as a partner in charge of product technology
in Hangzhou Lefit Network Technology Co., Ltd. (ʮ̡) from August
2018 to March 2020. From March 2006 to August 2018, Mr. Cen worked for Alibaba Group
Holding Limited and successively served as development engineer and senior technology
experts.
Mr. Cen received his bachelor’s degree in computer application from Hangzhou Dianzi
University in the PRC in June 2001, and a master’s degree in software engineering from
Beihang University (ঘ˂ɽኪ) in the PRC in December 2006.
Mr. Liu Luyao ( ᄎ༩Ⴧ), aged 38, joined our Group in February 2021 as the chief
financial officer.
Prior to joining our Group, Mr. Liu served as the chief financial officer of BitMain
Technologies Holding Company from July 2018 to February 2021. He worked in China
International Capital Corporation Limited (ʮ̡), a company listed on
the Stock Exchange (stock code: 3908) and Shanghai Stock Exchange (stock code: 601995),
from July 2012 to June 2018, and his last position was vice president of investment banking
department. Mr. Liu has served as an independent director of Jiangxi Tianxin Pharmaceutical
Co., Ltd. (ʮ̡), a company listed on Shanghai Stock Exchange (stock
code: 603235), since November 2023.
Mr. Liu received his bachelor’s degree in finance from Peking University ( ̏ԯɽኪ)i n
the PRC in July 2009, and his master’s degree in accounting from Tsinghua University ( ૶ശ
ɽኪ) in the PRC in June 2012. Mr. Liu has been a fellow member of Chartered Financial
Analyst Institution (CFA) since August 2015 and China Certified Public Accountant (CPA)
since May 2012.
JOINT COMPANY SECRETARIES
Mr. Liu Luyao ( ᄎ༩Ⴧ), aged 38, was appointed as a joint company secretary of our
Company in June 2023 with effect from the Listing Date. For details of his biography, see
“Senior Management” above.
Ms. Chan Sau Ling (ޛ)“( Ms. Chan ”), was appointed as a joint company secretary
of our Company in August 2024 with effect from the Listing Date. Ms. Chan is a director of
Company Secretarial Services of Tricor Services Limited. She has over 25 years of experience
in the company secretarial field, and has provided professional corporate services to Hong
Kong listed companies as well as multinational, private and offshore companies.
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Ms. Chan is currently the company secretary or joint company secretary of several listed
companies on the Hong Kong Stock Exchange.
Ms. Chan is a Chartered Secretary, a Chartered Governance Professional and a Fellow of
both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute
in the United Kingdom.
CORPORATE GOVERNANCE
Audit Committee
We have established an audit committee with written terms of reference in compliance
with Rule 3.21 of the Listing Rules and the Corporate Governance Code set out in Appendix
C1 to the Listing Rules. The audit committee of the Company comprises three members,
namely Ms. Luo Mei, Mr. Li Jiajun and Mr. Sheng Kaiqiang, with Ms. Luo Mei, one of our
independent non-executive Director, as chairperson of the audit committee. Ms. Luo Mei and
Mr. Li Jiajun are both the independent non-executive Directors with the appropriate
professional qualifications or 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 Company’s audit
committee are, among other things, to review and supervise the financial reporting process and
internal controls system of our Group, review and approve connected transactions and provide
advice and comments to the Board.
Remuneration Committee
We have established a remuneration committee with written terms of reference in
compliance with Rule 3.25 of the Listing Rules and the Corporate Governance Code set out in
Appendix C1 to the Listing Rules. The remuneration committee of the Company comprises
three members, namely Mr. Li Jiajun, Mr. Luo Haidong and Mr. Sheng Kaiqiang, with Mr. Li
Jiajun as chairperson of the remuneration committee. The primary duties of the Company’s
remuneration committee are to review and make recommendations to the Board on the terms
of remuneration packages, bonuses and other compensation payable to our Directors and other
senior management.
Nomination Committee
We have established a nomination committee with written terms of reference in
compliance with Rule 3.27A of the Listing Rules and the Corporate Governance Code set out
in Appendix C1 to the Listing Rules. The nomination committee of the Company comprises
three members, namely Mr. Sheng Kaiqiang, Mr. Luo Haidong and Ms. Luo Mei, with Mr.
Sheng Kaiqiang as chairperson of the nomination committee. The primary duties of the
nomination committee are to make recommendations to our Board on the appointment of
Directors and management of Board succession.
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Board Diversity
We are committed to promoting the culture of diversity in the Company. We have strived
to promote diversity to the extent practicable by taking into consideration a number of factors
in our corporate governance structure.
Our Company has adopted a board diversity policy which sets out the objective and
approach to achieve and maintain diversity of the Board in order to enhance the effectiveness
of our Board. Pursuant to the board diversity policy, we seek to achieve Board diversity
through the consideration of a number of factors, including but not limited to gender, age,
educational background, industry experience and professional experience. Our Directors have
balanced mix of gender, knowledge, skills and experiences, including management, strategic
planning, finance, investment and technology industries. They obtained degrees in various
areas such as computer application, engineering, accounting, marketing and business
administration. We have also taken, and will continue to take steps to promote gender diversity
at the Board level of our Company. Upon Listing, our Board comprises six male members and
one female member. After Listing, the nomination committee will revisit the board diversity
policy and monitor its implementation from time to time. The nomination committee will also
use their best efforts to identify and recommend suitable female candidates for the Board’s
consideration in the future to ensure that gender diversity can be maintained. With reference
to our board diversity policy, we will also ensure that there is gender diversity when recruiting
staff at mid to senior level so that we will have a pipeline of female senior management and
potential successors to our Board in due time to ensure gender diversity of the Board. Our
Group will continue to emphasize training of female talent and providing long-term
development opportunities for our female staff.
Corporate Governance Code
Pursuant to code provision C.2.1 of the Corporate Governance Code, companies listed on
the Stock Exchange are expected to comply with, but may choose to deviate from the
requirement that the roles of chairman and chief executive should be separate and should not
be performed by the same individual. We do not have separate Chairman of the Board and
Chief Executive Officer and Mr. Luo, the Chairman of our Board and CEO, currently performs
these two roles. Our Board believes that, in view of his experience, personal profile and his
roles in our Company as mentioned above, Mr. Luo is the Director best suited to identify
strategic opportunities and focus of the Board due to his extensive understanding of our
business as our CEO. Our Board also believes that the combined role of Chairman of the Board
and CEO can promote the effective execution of strategic initiatives and facilitate the flow of
information between management and the Board. Our Board will continue to review and
consider splitting the roles of Chairman of the Board and the CEO at a time when it is
appropriate by taking into account the circumstances of our Group as a whole. We aim to
implement a high standard of corporate governance, which is crucial to safeguard the interests
of our Shareholders. To accomplish this, we expect to comply with the Corporate Governance
Code after the Listing save for the matter disclosed above.
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COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT
Our Directors receive compensation in the form of salaries, bonuses, other allowances
and benefits in kind, including our Company’s contribution to the pension scheme on their
behalf and share-based payment. Our Directors’ remuneration is determined with reference to
the relevant Director’s experience and qualifications, level of responsibility, performance and
the time devoted to our business, and the prevailing market conditions.
The aggregate amount of remuneration (including salaries, allowances and benefits in
kind, bonuses, retirement scheme contributions, discretionary bonuses and share based
payments) to our Directors for the three years ended December 31, 2022, 2023 and 2024, and
the six months ended June 30, 2025 were RMB9.1 million, RMB13.9 million, RMB12.7
million and RMB5.1 million, respectively. It is estimated that remuneration and benefits in
kind (excluding any possible payment of discretionary bonus) equivalent to approximately
RMB13.0 million in aggregate will be paid and granted to our Directors by us in respect of the
financial year ending December 31, 2025 under arrangements in force at the date of this
Prospectus.
The five highest paid individuals of our Group for the year ended December 31, 2022,
2023 and 2024, and the six months ended June 30, 2025 included two, one, two and three
Directors, respectively. The aggregate amount of remuneration (including salaries, allowances
and benefits in kind, bonuses, retirement scheme contributions, discretionary bonuses and
share based payments) for the remaining three, four, three and two highest paid individuals for
the three years ended December 31, 2022, 2023 and 2024, and the six months ended June 30,
2025 were RMB17.1 million, RMB26.8 million, RMB22.3 million and RMB8.5 million,
respectively.
During the Track Record Period, (i) no remuneration was paid to our Directors or the five
highest paid individuals as an inducement to join, or upon joining our Group; (ii) no
compensation was paid to, or receivable by, our Directors, past Directors or the five highest
paid individuals for the loss of office as director of any member of our Group or of any other
office in connection with the management of the affairs of any member of our Group; and (iii)
none of our Directors waived any emoluments.
For more details on remuneration of our Directors and the highest paid individuals, see
Notes 36 and 8 to the Accountant’s Report.
COMPLIANCE ADVISER
Our Company has appointed Guotai Junan Capital Limited as our compliance adviser
pursuant to Rule 3A.19 of the Listing Rules. Pursuant to Rule 3A.23 of the Listing Rules, our
compliance adviser will advise our Company in the following circumstances:
 before the publication of any regulatory announcement, circular or financial report;
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 where a transaction, which might be a notifiable or connected transaction, is
contemplated, including shares issues and share repurchases;
 where our Company proposes to use the proceeds of 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
 where the Stock Exchange makes an inquiry of our Company under Rule 13.10 of
the Listing Rules.
The term of the appointment of our compliance adviser shall commence on the Listing
Date and end on the date on which our Company publishes our annual report in respect of our
financial results for the first full financial year commencing after the Listing Date.
DIRECTORS AND SENIOR MANAGEMENT
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OUR CONTROLLING SHAREHOLDERS
Immediately following the completion of the Capitalization Issue and the Global Offering
(on the basis that all the Preferred Shares are converted into Shares on a one-to-one basis and
assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised),
Mr. Luo, our chairman of the Board, executive Director and CEO, will control the voting rights
of approximately 39.37% of the total issued share capital of our Company, including:
(i) the voting rights of the Shares, representing approximately 19.16% of the total
issued share capital of our Company, held by Black Tea Limited, a wholly-owned
company of HD Luo Limited, which is in turn wholly-owned by Mr. Luo; and
(ii) by virtue of the V oting Proxy Agreement (as summarized in the subsection “V oting
Proxy Agreement” below), the voting rights of the Shares, representing
approximately 20.22% in aggregate of the total issued share capital of our Company,
which includes 11.40%, 5.43% and 3.39%, held by (a) Popogo Limited, (b) Taurus
Lee Limited, and (c) Nico and Winco Limited, respectively.
Accordingly, Mr. Luo, HD Luo Limited and Black Tea Limited are the Controlling
Shareholders of our Company.
For the background of our Controlling Shareholders, please refer to the sections headed
“History, Reorganization and Corporate Structure” and “Directors and Senior Management”.
Voting Proxy Agreement
Mr. Luo, HD Luo Limited and Black Tea Limited entered into an irrevocable voting proxy
agreement (the “ Voting Proxy Agreement ”) dated September 13, 2021 with Mr. He, XJ He
Limited, Popogo Limited, Mr. Li Cansheng, Golden Bull Lee Limited, Taurus Lee Limited, Mr.
Wang Y u, Y Wang Limited and Nico and Winco Limited (the “ Proxy Grantors ”, and together
with Mr. Luo, HD Luo Limited and Black Tea Limited, the “ Parties to the Voting Proxy
Agreement ”).
Pursuant to the V oting Proxy Agreement, Mr. Luo, HD Luo Limited and Black Tea
Limited are entitled to exercise, in Mr. Luo’s sole discretion, all rights of the Proxy Grantors
as the Shareholders of the Company (including but not limited to their voting rights at
Shareholders’ general meetings) to their exclusion and without their prior written consent, in
accordance with the applicable laws and rules with respect to corporate governance.
The primary reasons for the V oting Proxy Agreement were to: (a) more effectively
streamline the Company’s long-term strategic planning and decision-making processes,
thereby facilitating consistent leadership and management of the Company; (b) affirm the
belief of the Proxy Grantors – and in particular Mr. He, Mr. Li and Mr. Wang – in Mr. Luo’s
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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vision for the Company and ability to act in the best interests of our Group and our
Shareholders; and (c) reflect the importance of Mr. Luo’s role in guiding and promoting our
growth and development since our Group’s establishment.
The V oting Proxy Agreement took immediate effect upon the date thereof and shall
continue in force during the lifetime of Mr. He, Popogo Limited, Mr. Li, Taurus Lee Limited,
Mr. Wang and Nico and Winco Limited, unless otherwise earlier terminated by Mr. Luo and
Black Tea Limited. The V oting Proxy Agreement provides for amendment or waiver only by
the written consent of all parties, subject to the proposal of any amendment by any applicable
regulatory authority including the Stock Exchange, in which case the V oting Proxy Agreement
shall be so amended.
As a result of the arrangements set out in the V oting Proxy Agreement, Mr. Luo, HD Luo
Limited and Black Tea Limited control approximately 39.37% of the voting rights of the
Company immediately after the completion of the Capitalization Issue and the Global Offering
(on the basis that all the Preferred Shares are converted into Shares on a one-to-one basis and
assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised).
INDEPENDENCE OF OUR BUSINESS
We believe that we are capable of carrying out our business independently of our
Controlling Shareholders and their close associates after the Listing for the reasons set out
below.
Management Independence
Upon the Listing, our Board will consist of four executive Directors and three
independent non-executive Directors, and our senior management team will comprise six
members.
The executive Directors and the senior management team are responsible for the
day-to-day management of our operations. Notwithstanding the roles of Mr. Luo, our Directors
are of the view that our Company is able to function independently from our Controlling
Shareholders for the following reasons:
(i) we have appointed three independent non-executive Directors, comprising over
one-third of the total members of our Board, who are independent of our Controlling
Shareholders and have sufficient knowledge, experience and competence to provide
a balance of the potentially interested Directors with a view to promote the interests
of our Company and of the Shareholders as a whole;
(ii) 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;
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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(iii) in the event that there is a potential conflict of interest arising out of any transaction
to be entered into between our Company and our Directors or their respective close
associates, the interested Director is 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 and shall not be counted in the quorum; and
(iv) each of our Directors is aware of his or her fiduciary duties and responsibilities
under the Listing Rules as a director, 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
(v) in order to support our independence, management, our Company has adopted a
series of corporate measures to manage conflicts of interest, if any, between our
Company and our Controlling Shareholders. Please refer to “Corporate Governance
Measures” below for further information.
Based on the above, our Directors believe that our Board and senior management as a
whole are able to play a managerial role in our Company independently from our Controlling
Shareholders and their close associates after the Listing.
Operational Independence
Our Group is not operationally dependent on our Controlling Shareholders. Our Company
(including through our subsidiaries) holds all relevant licenses and owns all relevant
intellectual properties and research and development facilities necessary to carry on our
business. We have sufficient capital, facilities, equipment and employees to operate our
business independently from our Controlling Shareholders. We also have independent access
to our customers.
Based on the above, our Directors consider there to be no operational dependence on our
Controlling Shareholders or any of their close associates.
Financial Independence
Our Group is not financially dependent on our Controlling Shareholders, and we do not
expect to rely on our Controlling Shareholders or any of their close associates for financing
after the Listing. Our Company has established an independent finance department, as well as
implemented its own sound and independent audit, accounting, internal control and financial
management systems. We make financial decisions and determine our use of funds according
to our own business needs. We have opened accounts with banks independently and do not
share any bank account with our Controlling Shareholders. We have made tax filings and paid
tax independently of our Controlling Shareholders pursuant to applicable laws and regulations.
We have adequate internal resources to support our daily operation, and we are capable of
obtaining financing from third parties, if necessary, without reliance on our Controlling
Shareholders.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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As of the Latest Practicable Date, there was no outstanding loan extended by our
Controlling Shareholders or their close associates to us and no guarantee has been provided for
our benefit by our Controlling Shareholders or any of their close associates.
Based on the above, our Directors consider that there is no financial dependence on our
Controlling Shareholders or any of their close associates.
DISCLOSURE UNDER RULE 8.10 OF THE LISTING RULES
Save and except for the interests of our Controlling Shareholders in our Company and its
subsidiaries, our Controlling Shareholders, their close associates and our Directors do not have
any interest 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 MEASURES
Our Company will comply with the provisions of the Corporate Governance Code which
sets out principles of good corporate governance in relation to, among other matters, directors,
the chairman and chief executive officer, board composition, the appointment, re-election and
removal of directors, their responsibilities and remuneration and communications with
shareholders, except for code provision C.2.1 of the Corporate Governance Code, details of
which are set out in “Directors and Senior Management – Corporate Governance – Corporate
Governance Code” in this Prospectus.
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 safeguard good corporate governance standards and to avoid potential conflict of interests
between our Group and our Controlling Shareholders:
(i) our Company has established internal control mechanisms to identify connected
transactions. Upon Listing, if our Group enters into connected transactions with our
Controlling Shareholders or their close associates, our Company will comply with
the applicable requirements under the Listing Rules;
(ii) where a Shareholders’ meeting is to be held for considering proposed transactions
in which our Controlling Shareholders or any of their close associates has any
material interest, our Controlling Shareholders and their close associates (as
applicable) will not vote on the resolutions and shall not be counted in the quorum
for the voting;
(iii) our Board consists of a balanced composition of executive, non-executive and
independent non-executive Directors, with not less than one-third of independent
non-executive Directors to ensure that our Board is able to effectively exercise
independent judgment in its decision-making process and provide independent
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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advice to our Shareholders. Our independent non-executive Directors individually
and collectively possess the requisite knowledge and experience to perform their
duties. They will review whether there is any conflict of interests between our Group
and our Controlling Shareholders on an annual basis (the “ Annual Review ”) and
provide impartial and professional advice to protect the interests of our minority
Shareholders; the Controlling Shareholders will undertake to provide all information
necessary, including all relevant financial, operational and market information and
any other necessary information as required by the independent non-executive
Directors for the Annual Review;
(iv) our Company will disclose decisions (with basis) on matters reviewed by the
independent non-executive Directors either in its annual report or by way of
announcements;
(v) where the advice from an independent professional, such as a financial or legal
advisor, is reasonably requested by our Directors (including the independent
non-executive Directors), the appointment of such an independent professional will
be made at our Company’s expense; and
(vi) we have appointed Guotai Junan Capital Limited as our Compliance Adviser, 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 conflict of interests between our Group and our
Controlling Shareholders and to protect our minority Shareholders’ rights after the Listing.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 272 –


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SUBSTANTIAL SHAREHOLDERS
So far as our Directors are aware, immediately following the completion of the
Capitalization Issue and the Global Offering (assuming the Offer Size Adjustment Option and
the Over-allotment Option are not exercised), the following persons will have interests and/or
short positions in the Shares or underlying shares of our Company which would fall to be
disclosed to us pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO, or be
directly or indirectly interested in 10% or more of the nominal value of any class of our share
capital carrying rights to vote in all circumstances at general meetings of our Company or any
other member of our Group:
Name of Shareholder
Capacity/
Nature of Interest
As of the Latest Practicable Date
Upon the Completion of the
Capitalization Issue and the
Global Offering (Assuming the
Offer Size Adjustment Option and
the Over-allotment Option are
Not Exercised)
Number of
Shares Held
Approximate
Percentage of
Shareholding
Number of
Shares Held
Approximate
Percentage of
Shareholding
(%) (%)
Mr. Luo (2)(3) Interest in a controlled
corporation; interest held
through voting powers
entrusted by other
persons
1,677,462 46.87 167,746,200 39.37
HD Luo Limited
(2)(3) Interest in a controlled
corporation; interest held
through voting powers
entrusted by other
persons
1,677,462 46.87 167,746,200 39.37
Black Tea Limited
(2)(3) Beneficial interest; interest
held through voting
powers entrusted by
other persons
1,677,462 46.87 167,746,200 39.37
Mr. He
(4) Interest in a controlled
corporation
485,806 13.57 48,580,600 11.40
XJ He Limited (4) Interest in a controlled
corporation
485,806 13.57 48,580,600 11.40
SUBSTANTIAL SHAREHOLDERS
– 273 –


--- page 283 ---
Name of Shareholder
Capacity/
Nature of Interest
As of the Latest Practicable Date
Upon the Completion of the
Capitalization Issue and the
Global Offering (Assuming the
Offer Size Adjustment Option and
the Over-allotment Option are
Not Exercised)
Number of
Shares Held
Approximate
Percentage of
Shareholding
Number of
Shares Held
Approximate
Percentage of
Shareholding
(%) (%)
Popogo Limited (4) Beneficial interest 485,806 13.57 48,580,600 11.40
Mr. Wang Donghui (5) Interest in a controlled
corporation; interest of
spouse
337,912 9.44 33,791,200 7.93
Trident Trust Company
(HK) Limited
(6)
Interest in a controlled
corporation
311,780 8.71 31,178,000 7.32
JST Incentive Plan
Limited (6)
Beneficial interest 311,780 8.71 31,178,000 7.32
Mr. Zhou Kui (7) Interest in a controlled
corporation
286,239 8.00 28,623,900 6.72
Ningbo Meishan Bonded
Port Area HongShan
Huanjia Investment
Management Co.,
Ltd.
(7)
Interest in a controlled
corporation
286,239 8.00 28,623,900 6.72
Jiaxing HongShan
Kunsheng Investment
Management
Partnership (L.P .)
(7)
Interest in a controlled
corporation
286,239 8.00 28,623,900 6.72
HongShan Zhisheng (7) Interest in a controlled
corporation
286,239 8.00 28,623,900 6.72
Shanghai Shibo
Enterprise
Management
Consulting
Partnership (L.P .)
(7)
Interest in a controlled
corporation
286,239 8.00 28,623,900 6.72
Max Dazzle Limited (7) Beneficial interest 286,239 8.00 28,623,900 6.72
SUBSTANTIAL SHAREHOLDERS
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Notes:
(1) The table above assumes that (i) all of the Preferred Shares have been converted into the Shares on a
one-to-one basis, and (ii) the Offer Size Adjustment Option and the Over-allotment Option are not
exercised.
(2) Black Tea Limited is wholly-owned by HD Luo Limited, which is in turn wholly-owned by Mr. Luo.
Therefore, Mr. Luo and HD Luo Limited are deemed to be interested in the Shares held by Black Tea
Limited under the SFO.
(3) Pursuant to the V oting Proxy Agreement dated September 13, 2021, Mr. Luo and Black Tea Limited are
entitled to exercise the rights of the Shares of Popogo Limited, Taurus Lee Limited and Nico and Winco
Limited. See the section headed “Relationship With Our Controlling Shareholders” in this Prospectus
for details. Therefore, Mr. Luo, HD Luo Limited and Black Tea Limited are deemed to be interested in
the Shares held by Popogo Limited, Taurus Lee Limited and Nico and Winco Limited under the SFO.
(4) Popogo Limited is wholly-owned by XJ He Limited, which is in turn wholly-owned by Mr. He.
Therefore, Mr. He and XJ He Limited are deemed to be interested in the Shares held by Popogo Limited
under the SFO.
(5) To the best of our Directors’ knowledge, Ameba Bamboo Limited is wholly-owned by Shanghai Huiju
Management Consulting Partnership (L.P .), whose general partner is Shanghai Ameba Investment
Management Co., Ltd., which in turn is held as to 80% by Ms. Cheng Qi, who is the spouse of Mr. Wang
Donghui. Therefore, under the SFO, Mr. Wang Donghui is deemed to be interested in the Shares held
by Ms. Cheng Qi, that is, the Shares held by Ameba Bamboo Limited. Moreover, to the best of our
Directors’ knowledge, Ameba Mercury Limited is wholly-owned by Ameba China SaaS Fund, L.P .,
whose general partner is Mr. Wang Donghui. Therefore, under the SFO, Mr. Wang Donghui is also
deemed to be interested in the Shares held by Ameba Mercury Limited.
(6) JST Incentive Plan Limited is wholly owned by Trident Trust Company (HK) Limited, being the trustee
appointed for the trust established by the Company to facilitate the administration of the Pre-IPO Share
Option Scheme. Therefore, under the SFO, Trident Trust Company (HK) Limited is also deemed to be
interested in the Shares held by JST Incentive Plan Limited.
(7) To the best of our Directors’ knowledge, Max Dazzle Limited is wholly-owned by Shanghai Shibo
Enterprise Management Consulting Partnership (L.P .), which is owned as to 99.92% by HongShan
Zhisheng as limited partner. The general partner of HongShan Zhisheng and Shanghai Shibo Enterprise
Management Consulting Partnership (L.P .) is Jiaxing HongShan Kunsheng Investment Management
Partnership (L.P .). The general partner of Jiaxing HongShan Kunsheng Investment Management
Partnership (L.P .) is Ningbo Meishan Bonded Port Area HongShan Huanjia Investment Management
Co., Ltd., which is ultimately controlled by Mr. Zhou Kui. Therefore, Shanghai Shibo Enterprise
Management Consulting Partnership (L.P .), HongShan Zhisheng, Jiaxing HongShan Kunsheng
Investment Management Partnership (L.P .), Ningbo Meishan Bonded Port Area HongShan Huanjia
Investment Management Co., Ltd. and Mr. Zhou Kui are deemed to be interested in the Shares held by
Max Dazzle Limited under the SFO.
Save as disclosed above and in “Statutory and General Information—Further Information
about our Directors and Substantial Shareholders—Disclosure of Interests” of Appendix IV to
this Prospectus, our Directors are not aware of any other person who will or any other entity
which will, immediately following the completion of the Capitalization Issue and the Global
Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option are not
exercised), have any interests and/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, or be directly or indirectly interested
in 10% or more of the nominal value of any class of our share capital carrying rights to vote
in all circumstances at general meetings of our Company or any other member of our Group.
Our Directors are not aware of any arrangement which may at a subsequent date result in a
change of control of our Company.
SUBSTANTIAL SHAREHOLDERS
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--- page 285 ---
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) that may be purchased for an aggregate amount of US$130 million (or
approximately HK$1,011.76 million, calculated based on the conversion rate of US$1.00 to
HK$7.7828) (the “ Cornerstone Placing ”). The aggregate amount of the investment
contributed by the Cornerstone Investors does not include brokerage, SFC transaction levy,
AFRC transaction levy and Hong Kong Stock Exchange trading fee which the Cornerstone
Investors will pay in respect of the International Offer Shares to be subscribed by them.
Assuming an Offer Price of HK$30.60, the total number of Offer Shares to be subscribed
by the Cornerstone Investors would be 33,062,900 Offer Shares. The table below reflects the
shareholding percentage immediately after the completion of the Global Offering.
Assuming the Offer Size Adjustment Option is not exercised Assuming the Offer Size Adjustment Option is fully exercised
Assuming the Over-allotment
Option is not exercised
Assuming the Over-allotment
Option is fully exercised
Assuming the Over-allotment
Option is not exercised
Assuming the Over-allotment
Option is fully exercised
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
Shares in
issue upon
completion of
the Global
Offering
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
Shares in
issue upon
completion of
the Global
Offering
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
Shares in
issue upon
completion of
the Global
Offering
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
Shares in
issue upon
completion of
the Global
Offering
48.5% 7.76% 42.18% 7.58% 42.18% 7.58% 36.68% 7.38%
The Company is of the view that the Cornerstone Placing will help to raise the profile of
the Company and to signify that such Cornerstone Investors have confidence in the business
and prospects of the Group. Further, we believe that we will benefit from the Cornerstone
Placing, taking into account the business sectors the Cornerstone Investors focus on. Two of
our Cornerstone Investors, namely Blue Lake Capital Opportunity Fund and GRANITE ASIA
VIII INVESTMENTS PTE. LTD., are our existing minority Shareholders and close associates
of certain existing minority Shareholders, namely Shanghai Blue Lake and Seashine Capital
Limited respectively. Our Company became acquainted with each of the other Cornerstone
Investors during its ordinary course of operations, either through the Group’s business network
or through introduction by the Company’s business partners or the Overall Coordinators.
CORNERSTONE INVESTORS
– 276 –


--- page 286 ---
The Cornerstone Placing will form part of the International Offering, and save as
otherwise consented to by 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 by the Cornerstone Investors will rank pari
passu in all respects with the fully paid Shares in issue and all the Shares to be subscribed by
the Cornerstone Investors will be counted towards the public float for the purpose of Rule 8.08
of the Listing Rules. Immediately following the completion of the Global Offering, the
Cornerstone Investors will not have any Board representation in our Company; and none of the
Cornerstone Investors nor their associates will become a substantial shareholder of our
Company. The Cornerstone Investors do not have any preferential rights in the Cornerstone
Investment Agreements compared with other public Shareholders, other than a guaranteed
allocation of the relevant Offer Shares at the Offer Price.
As confirmed by each of the Cornerstone Investors, there are no side arrangements or
agreements between our Company and the Cornerstone Investors or any benefit, direct or
indirect, conferred on the Cornerstone Investors by virtue of or in relation to the Listing, other
than a guaranteed allocation of the relevant Offer Shares at the final Offer Price, following the
principles as set out in Chapter 4.15 of the Guide for New Listing Applicants.
The Cornerstone Investors have agreed to pay for the relevant Offer Shares that they have
subscribed before dealings in the Company’s Shares commence on the Stock Exchange. Certain
Cornerstone Investors have agreed that the Company and the Overall Coordinators in their sole
discretion may defer the delivery of all or part of the Offer Shares it will subscribe to on a date
later than the Listing Date. There will be no deferred settlement of the Offer Shares to be
subscribed by the Cornerstone Investors. Where delayed delivery takes place, each Cornerstone
Investor that may be affected by such delayed delivery arrangement has agreed that it shall
nevertheless pay for the relevant Offer Shares in full before the Listing. 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.
Among the Cornerstone Investors, Blue Lake Capital Opportunity Fund and GRANITE
ASIA VIII INVESTMENTS PTE. LTD. are existing minority Shareholders and close associates
of certain existing minority Shareholders, namely Shanghai Blue Lake and Seashine Capital
Limited respectively. The Stock Exchange has granted a waiver from strict compliance with the
requirements under Rule 10.04 and consent under paragraph 1C of Appendix F1 to the Listing
Rules to permit Shares in the International Offering to be placed to certain existing minority
Shareholders and/or their close associates. For further details, see “Waivers and
Exemption—Waiver from Strict Compliance with Rule 10.04 of the Listing Rules and the
Stock Exchange’s Consent under Paragraph 1C of Appendix F1 to the Listing Rules in respect
of Subscriptions of Offer Shares by Certain Existing Shareholders as Cornerstone Investors”.
CORNERSTONE INVESTORS
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--- page 287 ---
Save as otherwise disclosed, to the best of the knowledge, information and belief of our
Company, (i) other than the Cornerstone Investors who are existing minority Shareholders, the
Cornerstone Investors are independent of the Company, its connected persons and their
respective associates; (ii) other than the Cornerstone Investors who are existing minority
Shareholders, none of the Cornerstone Investors is accustomed to take and has not taken
instructions from the Company, our Directors, chief executive, the Controlling Shareholders,
substantial shareholders, existing Shareholders or any of the Company’s subsidiaries or their
respective close associates in relation to the acquisition, disposal, voting or other disposition
of the Offer Shares; and (iii) other than the Cornerstone Investors who are existing minority
Shareholders, none of the subscription of the Offer Shares by the Cornerstone Investors is
directly or indirectly financed by the Company, our Directors, chief executive, the Controlling
Shareholders, substantial shareholders, existing Shareholders or any of the Company’s
subsidiaries or their respective close associates.
Save as otherwise disclosed, to the best knowledge of the Company and the Overall
Coordinators, and based on the indicative interest of investment of the Cornerstone Investors
and/or their close associates as of the date of this Prospectus, certain Cornerstone Investors
and/or their close associates may participate in the International Offering as placees and
subscribe for further Offer Shares in the Global Offering. The Company will seek the Stock
Exchange’s consent and/or waiver to allow the Cornerstone Investors and/or their close
associates to participate in the International Offering as placees pursuant to Chapter 4.15 of the
Guide for New Listing Applicants. Whether such Cornerstone Investors and/or their close
associates will place orders in the International Offering is uncertain and will be subject to the
final investment decisions of such investors and the terms and conditions of the Global
Offering.
In addition, to the best knowledge of our Company, save that China Universal (HK) is a
wholly-owned subsidiary of CUAM, each of the Cornerstone Investors is independent from
each other and makes independent investment decisions. Their subscription of the Offer Shares
under the Cornerstone Investment Agreements would be financed by their own internal
resources, financial resources of their shareholders or (in the case of Cornerstone Investors
which are funds or investment managers) the assets managed for their investors, and they each
have sufficient funds to settle their respective investments under the Cornerstone Placing. Each
of the Cornerstone Investors has confirmed that all necessary approvals have been obtained
with respect to the Cornerstone Placing, and that no specific approval from any stock exchange
(if relevant) or its shareholders is required for their participation in the Cornerstone Placing.
Details of the actual number of Offer Shares to be allocated to the Cornerstone Investors
will be disclosed in the allotment results announcement of our Company to be published on or
around Monday, October 20, 2025.
CORNERSTONE INVESTORS
– 278 –


--- page 288 ---
Set out below is the details of the Cornerstone Placing ( in alphabetical order ):
Cornerstone
Investor
Investment
amount (1)
Number
of Offer
Shares (2)
Assuming the Offer Size
Adjustment Option and the
Over-allotment Option is not
exercised
Assuming the Offer Size
Adjustment Option and the
Over-allotment Option is
fully exercised
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
(US$ in
millions)
Blue Lake Capital
Opportunity Fund 10 2,543,300 3.73% 0.60% 2.82% 0.57%
CUAM Entities 10 2,543,300 3.73% 0.60% 2.82% 0.57%
DAMSIMF 10 2,543,300 3.73% 0.60% 2.82% 0.57%
Fourier Global
Master Fund 10 2,543,300 3.73% 0.60% 2.82% 0.57%
GRANITE ASIA VIII
INVESTMENTS
PTE. LTD. 10 2,543,300 3.73% 0.60% 2.82% 0.57%
Greenwoods HK 10 2,543,300 3.73% 0.60% 2.82% 0.57%
GTCS Holdings 10 2,543,300 3.73% 0.60% 2.82% 0.57%
HongShan Growth 10 2,543,300 3.73% 0.60% 2.82% 0.57%
Jain Global Master
Fund 10 2,543,300 3.73% 0.60% 2.82% 0.57%
Perseverance Asset
Management 10 2,543,300 3.73% 0.60% 2.82% 0.57%
Stoneylake Global
Alpha Fund 10 2,543,300 3.73% 0.60% 2.82% 0.57%
WT Asset
Management 10 2,543,300 3.73% 0.60% 2.82% 0.57%
3W Fund 10 2,543,300 3.73% 0.60% 2.82% 0.57%
Total 130 33,062,900 48.50% 7.76% 36.68% 7.38%
Notes:
(1) The investment amount excludes brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange
trading fee, and is calculated based on the exchange rate set out in the section headed “Information about this
Prospectus and the Global Offering—Exchange Rate Conversion” in this Prospectus. The number of Offer
Shares to be subscribed by the Cornerstone Investors are subject to the exchange rate to be determined in
accordance with each relevant Cornerstone Investment Agreement.
(2) Subject to rounding down to the nearest whole board lot of 100 Shares.
CORNERSTONE INVESTORS
– 279 –


--- page 289 ---
THE CORNERSTONE INVESTORS
The information about our Cornerstone Investors set forth below in alphabetical order has
been provided by our Cornerstone Investors in connection with the Cornerstone Placing.
Blue Lake Capital Opportunity Fund
Blue Lake Capital Opportunity Fund I, L.P . (“ Blue Lake Capital Opportunity Fund ”)
is our existing minority Shareholder. For details of this Cornerstone Investor, please refer to
“History, Reorganization and Corporate Structure—Pre-IPO Investments—5. Information
about the Pre-IPO Investors”.
CUAM Entities
China Universal Asset Management Co., Ltd (ʮ̡)( “CUAM ”)
is a joint stock company established in the PRC with limited liability on February 3, 2005 and
is principally engaged in the business of fund and asset management covering areas such as
mutual funds, segregated accounts, international business and pension funds. CUAM possesses
all the licenses required to engage in fund management business in the securities industry in
the PRC. As of the second quarter of 2025, CUAM managed 363 mutual funds, covering equity
funds, bond funds, index funds, QDII funds, mixed funds and money market funds. CUAM is
owned by Orient Securities Co., Ltd (ʮ̡)( “ OSC”), Shanghai Jingjujin
Investment Management Partnership (Limited Partnership) (ҳ༟၍ଣΥྫΆุ(Ϟ
Υྫ)) (“ Shanghai Jingjujin ”), Shanghai United Media Asset Management Co., Ltd ( ɪऎ
ʮ̡)( “Shanghai United ”) and CES Finance Holding Co., Ltd (છϞ
ப΂ʮ̡)( “ CES”) as to 35.412%, 24.656%, 19.966% and 19.966%, respectively.
OSC is a public company dually listed on the Shanghai Stock Exchange (stock code:
600958) and the Hong Kong Stock Exchange (stock code: 3958) and is a professional and
integrated financial service provider. To the best of our Directors’ knowledge, information and
belief after making reasonable enquiries and as confirmed by OSC, it does not require any
approval from the Shanghai Stock Exchange or the Hong Kong Stock Exchange, nor its
shareholders, to indirectly invest in our Company.
Shanghai Jingjujin is an employee shareholding platform of CUAM. Shanghai Jingjujin
is a limited partnership enterprise established in the PRC and is principally engaged in the
business of investment management. The general partner of Shanghai Jingjujin is Shanghai
Jingju Investment Management Co., Ltd. (ʮ̡)( “ Jingju Investment
Management ”) and none of the shareholders of Jingju Investment Management holds 30% or
more of its shareholding interests. Shanghai Jingjujin has five limited partners, among which
Shanghai Jingjumu Investment Management Centre (Limited Partnership) ( ɪऎവၳ˝ҳ༟၍
ଣʕː(Υྫ)) and Shanghai Jingjushui Investment Management Centre (Limited
Partnership) ( ɪऎവၳ˥ҳ༟၍ଣʕː(Υྫ)) holds 40.93% and 34.11% of the limited
CORNERSTONE INVESTORS
– 280 –


--- page 290 ---
partnership interests of Shanghai Jingjujin, respectively, and each of their general partner is
Jingju Investment Management. None of the other limited partners holds 30% or more of the
partnership interests of Shanghai Jingjujin.
Shanghai United is a limited liability company established in the PRC and is a
professional investment platform focusing on the investment in property and financial equity
areas. Shanghai United is ultimately controlled by the Shanghai State-owned Assets
Supervision and Administration Commission (ึ).
CES is a limited liability company established in the PRC and is an investment holding
vehicle of China Eastern Airline Holding Company (ʮ̡)( “CEAHC ”)
focusing on financial assets management and investment. CES is a wholly-owned subsidiary of
CEAHC, which is in turn ultimately controlled by State-owned Assets Supervision and
Administration Commission of the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫਷Ϟ༟ପ
ึ).
As confirmed by CUAM, the subscription of the Offer Shares as a Cornerstone Investor
will be made by CUAM in its capacity as the investment manager on a discretionary basis for
and on behalf of CHINA UNIVERSAL-GLOBAL MOBILE INTERNET HYBRID FUND ( ි
ږICBC-CUAM GLOBAL CONSUMER
INDUSTRIES (ږBOC-China Universal Oriental
Pearl No. 1 (˙ʘम1໮(QDII)ྌ). No single investor holds 30% or
more of the interests in these funds.
China Universal Asset Management (Hong Kong) Company Limited (“ China Universal
(HK) ”, together with CUAM, each a Cornerstone Investor and collectively the “ CUAM
Entities ”), founded in November 2009, is a wholly owned subsidiary of CUAM. China
Universal (HK) is among the first group of Chinese fund management company subsidiaries
established outside of Mainland China. China Universal (HK) is licensed by the Securities and
Futures Commission to carry on type 1 (dealing in securities), type 4 (advising on securities)
and type 9 (asset management) regulated activities under Part V of the Securities and Futures
Ordinance. China Universal (HK) manages investment funds, provides investment advisory
services, and manages discretionary accounts.
As confirmed by China Universal (HK), the subscription of the Offer Shares as a
Cornerstone Investor will be made by China Universal (HK) in its capacity as the investment
manager on a discretionary basis, for and on behalf of CUAM China-Hong Kong Strategy
Fund, Enhanced Investment Products Limited – E.I.P . Funds (Cayman Islands) SPC – E.I.P .
China Convertible Bond Fund SP , Enhanced Investment Products Limited – E.I.P . Funds
(Cayman Islands) SPC – E.I.P . China Multi-Strategy Fund SP and Better Supply Chain (HK)
Holdings Co., Limited. Neither CUAM China-Hong Kong Strategy Fund nor Enhanced
Investment Products Limited – E.I.P . Funds (Cayman Islands) SPC – E.I.P . China Convertible
Bond Fund SP are held as to 30% or more by any ultimate beneficial owner, and the ultimate
beneficial owner of Better Supply Chain (HK) Holdings Co., Limited is Zimei Peng. One
investor of Enhanced Investment Products Limited – E.I.P . Funds (Cayman Islands) SPC –
E.I.P . China Multi-Strategy Fund SP holds over 30% interests therein. It is a Europe-based fund
of funds, managed by a European asset management firm which has more than 20 years of
investment history and manages multibillion dollars of assets, with offices globally in Europe,
Asia and North America.
CORNERSTONE INVESTORS
– 281 –


--- page 291 ---
DAMSIMF
Dymon Asia Multi-Strategy Investment Master Fund (“ DAMSIMF ”) is an investment
fund established in the Cayman Islands. The investors in DAMSIMF are its feeder funds,
Dymon Asia Multi-Strategy Investment Fund and Dymon Asia Multi-Strategy Investment (US)
Fund. DAMSIMF is a multi-manager, multi-asset class fund which seeks to generate absolute
consistent uncorrelated returns with minimal volatility. Asset classes traded are: FX, Fixed
Income/Rates, Equities, Credit and Commodities. DAMSIMF is managed by Dymon Asia
Capital (Singapore) Pte. Ltd. (“ DACS ”). DACS is a wholly-owned subsidiary of and directly
controlled by Dymon Asia Capital Ltd, whose shareholders Y ong Ming Chong and Keith Tan
each holds more than 10% interests therein, with Y ong Ming Chong having the controlling
stake of Dymon Asia Capital Ltd. DACS is headquartered in Singapore with an affiliate in
Hong Kong that is licensed by the SFC to carry out type 9 (asset management) and type 1
(dealing in securities) regulated activities. Save for an Australian sovereign wealth fund which
holds over 30% of the interests in DAMSIMF, no other single ultimate beneficial owner holds
30% or more of the interests in DAMSIMF.
Fourier Global Master Fund
Fourier Capital Management Limited (“ Fourier Capital ”) is a private limited liability
company incorporated in Hong Kong and holds a type 9 (asset management) license from the
SFC. Fourier Capital, which is ultimately wholly owned by an Independent Third Party,
manages a Cayman Islands master-feeder fund named Fourier Global Master Fund, along with
its feeder funds, with a total AUM of approximately US$270 million. Fourier Global Master
Fund is a long short equity fund that specializes in deep fundamental research, with a core
focus on innovation-driven sectors with disruptive secular themes. No single investor holds
30% or more of the interests in Fourier Global Master Fund.
GRANITE ASIA VIII INVESTMENTS PTE. LTD.
GRANITE ASIA VIII INVESTMENTS PTE. LTD. is our existing minority Shareholder.
For details of this Cornerstone Investor, please refer to “History, Reorganization and Corporate
Structure—Pre-IPO Investments—5. Information about the Pre-IPO Investors”.
Greenwoods HK
Greenwoods Asset Management Hong Kong Limited (“ Greenwoods HK ”) is a private
fund management company incorporated in Hong Kong with limited liability. Established in
2005, Greenwoods HK is one of the largest and earliest China-focused asset managers mainly
specializing in investing into companies in the Greater China region. Greenwoods HK focuses
on fundamental research, value investments, and local due diligence. Investors of funds and
accounts managed by Greenwoods HK include institutional investors and high-net-worth
individual professional investors. Mr. Jiang Jinzhi is the chairman, a major shareholder and an
ultimate beneficial owner of Greenwoods HK, holding 84.50% interests therein. As confirmed
by Greenwoods HK, the subscription of the Offer Shares as a Cornerstone Investor will be
made by Greenwoods HK in its capacity as the investment manager of Golden China Master
Fund and no single ultimate beneficial owner holds 30% or more of the interests in the above
fund.
CORNERSTONE INVESTORS
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GTCS Holdings
GTCS Holdings Limited (“ GTCS Holdings ”) is an exempted company with limited
liability incorporated in the Cayman Islands and wholly owned by Gaocheng Fund II, L.P . The
general partner of Gaocheng Fund II, L.P . is Gaocheng Holdings GP II, Ltd, which is ultimately
controlled by Ms. Hong Jing (ẙ). None of the limited partners has 30% or more of the
limited partnership interests in Gaocheng Fund II, L.P . As of August 31, 2025, the total assets
under management of Gaocheng Fund II, L.P . were approximately US$968 million.
HongShan Growth
HSG Growth VI Holdco F, Ltd. (“ HongShan Growth ”) is a company incorporated in the
Cayman Islands with limited liability, which is wholly owned by HongShan Capital Growth
Fund VI, L.P . (“ HongShan GVI Fund ”). HongShan GVI Fund is an investment fund whose
primary purpose is to make equity investments in private companies. None of the limited
partners has 30% or more of the limited partnership interests in HongShan GVI Fund. The
general partner of HongShan GVI Fund is HSG Growth VI Management, L.P ., whose general
partner is HSG Holding Limited, a wholly-owned subsidiary of SNP China Enterprises
Limited. Neil Nanpeng Shen is the sole shareholder of SNP China Enterprises Limited.
Jain Global Master Fund
Jain Global Master Fund Ltd (“ Jain Global Master Fund ”) is a fund established in the
Cayman Islands and managed by Jain Global LLC (“ Jain Global ”), which in turn is 99%
owned by Mr. Robert Jain, an Independent Third Party. Jain Global has offices in the United
States of America, United Kingdom, Hong Kong, and Singapore. Jain Global, on behalf of Jain
Global Master Fund, pursues investment strategies across a range of different asset classes,
products, and geographic regions. Jain Global Master Fund’s capital will be primarily deployed
in the following investment strategies: fundamental equities, rates and macro, equity arbitrage,
credit, systematic and commodities.
No ultimate beneficial owner holds 30% or more of the interests in Jain Global Master
Fund.
Perseverance Asset Management
Perseverance Asset Management International (Singapore) Pte. Ltd. (“ Perseverance
Asset Management ”) acts as the investment advisor or investment manager on a discretionary
basis of no more than three investment funds (Perseverance DXF V alue Fund L.P .,
Perseverance China All Shares Long Only Fund L.P . (DXF Portfolio) and Perseverance CT
Fund L.P . (DXF Portfolio)) and/or a separated managed account primarily investing in equities
in the Greater China region (collectively the “ Perseverance Funds ”). No single ultimate
beneficial owner holds 30% or more of the interests in each of the Perseverance Funds.
Perseverance Asset Management is a private limited company incorporated in Singapore in
October 2018, and holds a Capital Markets Services License for fund management with
CORNERSTONE INVESTORS
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Monetary Authority of Singapore. Perseverance Asset Management is wholly owned by
Perseverance Asset Management International, which is principally engaged in investment
management and investment advisory services and an Independent Third Party. The
Perseverance Funds’ investment into the Company is supervised by Mr. Deng Xiaofeng.
Certain investments funds for which Perseverance Asset Management acts as the investment
advisor or investment manager have invested in companies listed on the Hong Kong Stock
Exchange, namely Nanjing Leads Biolabs Co., Ltd. (ʮ̡)
(stock code: 9887), Contemporary Amperex Technology Co., Limited (ٰ
ʮ̡) (stock code: 3750) and Acotec Scientific Holdings Limited (ٰ
ʮ̡) (stock code: 6669), as cornerstone investor. Perseverance Asset Management is
entering the cornerstone investment agreement with the Company in its capacity as an
investment advisor or investment manager and on behalf of the Perseverance Funds.
Stoneylake Global Alpha Fund
Stoneylake Global Alpha Fund is an exempted company incorporated in the Cayman
Islands with limited liability. The principal investment objective of Stoneylake Global Alpha
Fund is to maximize long-term capital growth through active investment in the financial
markets, and it maintains a well-distributed shareholder base with no ultimate beneficial owner
holding 30% or more of the ownership interest. The fund manager of Stoneylake Global Alpha
Fund is Stoneylake Asset (Cayman) Limited, of which Mr. Zhang Fan holds more than 30%
ownership interests therein.
WT Asset Management
WT Asset Management Limited (“ WT Asset Management ”) is a company incorporated
in Hong Kong with limited liability and licensed by the SFC to carry on type 9 (asset
management) regulated activity. WT Asset Management is beneficially owned as to 100% by
Mr. Tongshu Wang (ࣣwho is an Independent Third Party. WT Asset Management has
agreed to procure certain investors, namely WT China Fund Limited, WT China Focus Fund,
WT Growth Fund and/or a segregated management account (investment portfolio
professionally managed by WT Asset Management (as investment manager) where the investor
owns the underlying investments directly) (collectively, the “ WT Funds ”), that WT Asset
Management has discretionary investment management power over, to subscribe for such
number of the Investor Shares. The WT Funds are managed by WT Asset Management as
investment manager. The WT Funds pursue to achieve absolute return and long-term capital
appreciation by investing primarily in the listed securities of companies which have great
exposure or material impact by the PRC. Investors of the WT Funds include but are not limited
to pension funds, fund of funds, family offices and other sophisticated institutional investors.
Save for Mr. Tongshu Wang (ࣣwho holds over 30% interests in WT Growth Fund and
WT China Focus Fund, and the single ultimate beneficial owner of the segregated management
account which is a pension fund based in North America respectively, no other single ultimate
beneficial owner holds 30% or more of the interests in the WT Funds. As of 31 August 2025,
the total AUM of the WT Funds is approximately US$3.87 billion.
CORNERSTONE INVESTORS
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3W Fund
3W Fund Management Limited (“ 3W Fund ”) is incorporated in Hong Kong with limited
liability and is licensed by the Hong Kong SFC to carry out type 9 (asset management)
regulated activity. 3W Fund is wholly owned by Mr. Weiwei Wu, an Independent Third Party.
3W Fund has agreed to procure 3W Global Fund, over which 3W Fund has discretionary
investment management power, to subscribe for such number of the Investor Shares. 3W
Global Fund pursues to maximize absolute return and seek long-term capital growth primarily
through fundamental investment principle with value approach. No single investor holds 30%
or more of the interests in 3W Global Fund.
CLOSING CONDITIONS
The obligation of each of the Cornerstone Investors to subscribe for the Offer Shares
under their respective Cornerstone Investment Agreement is subject to, among other things, the
following closing conditions:
(i) the Hong Kong Underwriting Agreement and the International Underwriting
Agreement being entered into and having become effective and unconditional (in
accordance with their respective original terms or as subsequently waived or varied
by agreement of the parties thereto) by no later than the time and date as specified
in the Hong Kong Underwriting Agreement and the International Underwriting
Agreement, and neither the Hong Kong Underwriting Agreement nor the
International Underwriting Agreement having been terminated;
(ii) the Offer Price having been agreed upon between our Company and the Overall
Coordinators (for themselves and on behalf of the underwriters of the Global
Offering);
(iii) the Listing Committee having granted the approval for the listing of, and permission
to deal in, the Shares (including the Shares under the Cornerstone Placing) as well
as other applicable waivers and approvals and such approval, permission or waiver
having not been revoked prior to the commencement of dealings in the Shares on the
Stock Exchange;
(iv) no laws having been enacted or promulgated which prohibit the consummation of
the transactions contemplated in the Global Offering or each Cornerstone
Investment Agreement, and there being no orders or injunctions from a court of
competent jurisdiction in effect precluding or prohibiting consummation of such
transactions; and
CORNERSTONE INVESTORS
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(v) the respective agreements, representations, warranties, undertakings, confirmations
and acknowledgements of the Cornerstone Investors under their respective
Cornerstone Investment Agreement being (as of the date of the Cornerstone
Investment Agreement) and going to be (as of the Closing (as defined in the
Cornerstone Investment Agreement)) accurate and true in all respects and not
misleading and that there is no breach of the respective Cornerstone Investment
Agreement on the part of the relevant Cornerstone Investor.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each Cornerstone Investor has agreed that without the prior written consent of our
Company, the Joint Sponsors and the Overall Coordinators, it will not, whether directly or
indirectly, at any time during the period of six months following the Listing Date (the
“Lock-up Period ”), dispose of, in any way, any of the Offer Shares it has purchased, pursuant
to their respective Cornerstone Investment Agreement, save for certain limited circumstances,
such as transfers to any of its wholly-owned subsidiaries who will be bound by the same
obligations of the Cornerstone Investor, including the Lock-up Period restriction.
CORNERSTONE INVESTORS
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AUTHORIZED AND ISSUED SHARE CAPITAL
The following is a description of the authorized and issued share capital of our Company
in issue and to be issued as fully paid immediately following the completion of the
Capitalization Issue and the Global Offering.
As at the Latest Practicable Date, our authorized share capital was US$50,000 divided
into (i) 498,434,882 Ordinary Shares, (ii) 288,441 Series Angel Preferred Shares, (iii) 79,290
Series Pre-A Preferred Shares, (iv) 299,137 Series A Preferred Shares, (v) 235,212 Series B1
Preferred Shares, (vi) 234,749 Series B2 Preferred Shares, (vii) 286,239 Series B3 Preferred
Shares, and (viii) 142,050 Series C Preferred Shares of a par value of US$0.0001 each.
Immediately prior to the Capitalization Issue and the Global Offering, our issued share
capital consisted of (i) 2,013,606 Ordinary Shares, (ii) 288,441 Series Angel Preferred Shares,
(iii) 79,290 Series Pre-A Preferred Shares, (iv) 299,137 Series A Preferred Shares, (v) 235,212
Series B1 Preferred Shares, (vi) 234,749 Series B2 Preferred Shares, (vii) 286,239 Series B3
Preferred Shares, and (viii) 142,050 Series C Preferred Shares, all of a par value of US$0.0001
each.
Upon Listing, each of the Preferred Shares will be converted into Shares on a one-to-one
basis by way of re-designation and re-classification (the “ Share Conversion ”), and the
authorised share capital of the Company will be increased from US$50,000 divided into
500,000,000 Shares of US$0.0001 par value each to US$100,000 divided into 1,000,000,000
Shares of US$0.0001 par value each (the “ Authorised Capital Increase ”). Upon completion
of the Share Conversion and Authorised Capital Increase, the authorised share capital of the
Company will be changed from 498,434,882 Ordinary Shares, 288,441 Series Angel Preferred
Shares, 79,290 Series Pre-A Preferred Shares, 299,137 Series A Preferred Shares, 235,212
Series B1 Preferred Shares, 234,749 Series B2 Preferred Shares, 286,239 Series B3 Preferred
Shares, and 142,050 Series C Preferred Shares of a par value of US$0.0001 each to
US$100,000 divided into 1,000,000,000 Shares of US$0.0001 par value each.
SHARE CAPITAL
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Assuming the Offer Size Adjustment Option and the Over-allotment Option are not
exercised, the share capital of our Company upon completion of the Capitalization Issue and
the Global Offering will be as follows:
Description of Shares
Number of
Shares
Aggregate
nominal value
of Shares
(US$)
Shares in issue (including the Shares upon
re-designation and re-classification of the
Preferred Shares) 3,578,724 357.8724
Shares to be issued as part of the Capitalization
Issue 354,293,676 35,429.3676
Shares to be issued under the Global Offering 68,166,200 6,816.6200
Total 426,038,600 42,603.8600
Assuming the Offer Size Adjustment Option and the Over-allotment Option are exercised
in full, the share capital of our Company upon completion of the Capitalization Issue and the
Global Offering will be as follows:
Description of Shares
Number of
Shares
Aggregate
nominal value
of Shares
(US$)
Shares in issue (including the Shares upon
re-designation and re-classification of the
Preferred Shares) 3,578,724 357.8724
Shares to be issued as part of the Capitalization
Issue 354,293,676 35,429.3676
Shares to be issued under the Global Offering 68,166,200 6,816.6200
Shares to be issued pursuant to the Offer Size
Adjustment Option and the Over-allotment
Option 21,983,500 2,198.3500
Total 448,022,100 44,802.2100
SHARE CAPITAL
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ASSUMPTIONS
The above tables assume that the Global Offering becomes unconditional and that the
issue of Shares pursuant to the Capitalization Issue and the Global Offering are made as
described herein. It takes no account of any Shares which may be issued and allotted or
repurchased pursuant to the general mandates granted to the Directors for the issuance and
allotment or repurchase of Shares referred to in Appendix IV to this Prospectus, as the case
may be.
RANKING
The Offer Shares are shares in the share capital of our Company and rank equally with
all Shares currently in issue or to be issued (including all Preferred Shares re-designated and
re-classified into Shares upon completion of the Capitalization Issue and the Global Offering)
and, in particular, will qualify and 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.
CAPITALIZATION ISSUE
Pursuant to the written resolutions of our Shareholders passed on October 5, 2025, and
subject to the share premium account of our Company being credited as a result of the issue
of Offer Shares pursuant to the Global Offering, our Directors are authorized to allot and issue
a total of 354,293,676 Shares credited as fully paid at par on the Listing Date to the holders
of Shares on the register of members of our Company in the Cayman Islands at the close of
business on the business day preceding the Listing Date, in proportion to their existing
respective shareholdings (save that no holder of Shares shall be entitled to be allotted or issued
any fraction of a Share) by way of the capitalization of the sum of US$35,429.3676 standing
to the credit of the share premium account of our Company. The Shares to be allotted and
issued pursuant to this resolution shall rank pari passu in all respects with the existing issued
Shares.
POTENTIAL CHANGES TO SHARE CAPITAL
Pre-IPO Share Option Scheme
We have adopted the Pre-IPO Share Option Scheme. For further details, see “Statutory
and General Information – D. Pre-IPO Share Option Scheme” in Appendix IV to this
Prospectus.
Circumstances Under which General Meetings are Required
Our Company has only one class of Shares, namely Ordinary Shares, each of which
carries the same rights as the other Shares.
SHARE CAPITAL
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Pursuant to the Cayman Companies Act and the terms of the Memorandum of Association
and the Articles of Association, our Company may from time to time by ordinary resolution of
Shareholders (i) increase its share capital; (ii) consolidate or divide its share capital into Shares
of larger or smaller amount; (iii) subdivide its Shares into shares of smaller amount; (iv) cancel
any shares which have not been taken; (v) make provision for the allotment and issue of shares;
(vi) change the currency of denomination of share capital; and (vii) reduce its share premium
account. In addition, our Company may, subject to the provisions of the Cayman Companies
Act, reduce its share capital or capital redemption reserve by its shareholders passing a special
resolution. See “Summary of the Constitution of the Company and Cayman Islands Company
Law – Articles of Association – Shares – Alteration of Capital” in Appendix III to this
Prospectus for more details.
General Mandate to Issue Shares and/or Sell and Transfer Treasury Shares
Subject to the Global Offering becoming unconditional, our Directors have been granted
a general unconditional mandate to allot, issue and deal with Shares (including the sale or
transfer of treasury shares) of not more than:
(a) 20% of the number of Shares in issue (excluding treasury shares) immediately
following completion of the Capitalization Issue and the Global Offering (excluding
any Shares which may be issued pursuant to the exercise of the Offer Size
Adjustment Option and the Over-allotment Option); and
(b) the aggregate number of Shares repurchased by our Company (if any) pursuant to
the authority referred to in the sub-section headed “General Mandate to Repurchase
Shares” below.
This general mandate to issue Shares and/or sell and transfer treasury shares will expire
at the earliest of:
(a) the conclusion of the next annual general meeting of our Company unless otherwise
renewed by an ordinary resolution of our Shareholders in a general meeting, either
unconditionally or subject to conditions;
(b) the expiration of the period within which the next annual general meeting of our
Company is required to be held by the Memorandum of Association and the Articles
of Association or any other applicable laws; or
(c) the date on which it is varied or revoked by an ordinary resolution of our
Shareholders in a general meeting.
SHARE CAPITAL
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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
Shares of up to 10% of the number of Shares in issue (excluding treasury shares) immediately
following the completion of the Capitalization Issue and the Global Offering (excluding any
Shares which may be issued pursuant to the exercise of the Offer Size Adjustment Option and
the Over-allotment Option).
This 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 is recognized by the SFC
and the Stock Exchange for this purpose), and which are made in accordance with all
applicable laws and the requirements of the Listing Rules.
This general mandate to repurchase Shares will expire at the earliest of:
(a) the conclusion of the next annual general meeting of our Company unless otherwise
renewed by an ordinary resolution of our Shareholders in a general meeting, either
unconditionally or subject to conditions;
(b) the expiration of the period within which the next annual general meeting of our
Company is required to be held by the Memorandum of Association and the Articles
of Association or any other applicable laws; or
(c) the date on which it is varied or revoked by an ordinary resolution of our
Shareholders in a general meeting.
See “Statutory and General Information – Further Information About Our Group –
Resolutions of Our Shareholders” in Appendix IV to this Prospectus for more details on the
general mandates to issue and repurchase Shares.
SHARE CAPITAL
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You should read the following discussion and analysis with our consolidated
financial information, including the notes thereto, included in the Accountant’ s Report in
Appendix I to this Prospectus. Our consolidated financial information has been prepared
in accordance with IFRS, which may differ in material aspects from generally accepted
accounting principles in other jurisdictions.
The following discussion and analysis contains forward-looking statements that
reflect our current views with respect to future events and financial performance. These
statements are based on our assumptions and analysis in light of our experience and
perception of historical trends, current conditions and expected future developments, as
well as other factors we believe are appropriate under the circumstances. However ,
whether actual outcomes and developments will meet our expectations and predictions
depends on a number of risks and uncertainties, many of which we cannot control or
foresee. In evaluating our business, you should carefully consider all of the information
provided in this Prospectus, including the sections headed “Risk Factors” and
“Business.”
For the purpose of this section, unless the context otherwise requires, references to
2022, 2023 and 2024 refer to our financial years ended December 31 of such years.
Unless the context otherwise requires, financial information described in this section is
described on a consolidated basis.
OVERVIEW
Jushuitan (
ၳ˥ᆐ) is China’s largest e-commerce SaaS ERP provider in terms of relevant
revenue in 2024, with a market share of 24.4%, exceeding the combined market share of the
second through the fifth largest players, according to CIC. We also ranked first in China’s
e-commerce operation SaaS market in terms of total SaaS revenue in 2024 with a market share
of 8.7%. In addition, we are China’s second largest e-commerce SaaS provider in terms of
relevant revenue in 2024, taking up 7.1% of the market share, according to CIC. Leveraging
the industry insights accumulated in the past over 25 years by our founder, we have developed
cloud-based e-commerce SaaS products, and are able to facilitate the connection of merchants
with over 400 e-commerce platforms in China and across the world. Our offerings provide
customers of different kinds and sizes a unified and intuitive way to monitor, operate and
manage their businesses, and make data-driven intelligent decisions that help them excel in the
fast evolving e-commerce industry. As of June 30, 2025, we served 92.6 thousand SaaS
customers across various categories. In 2024, our net dollar retention rate was 115%.
FINANCIAL INFORMATION
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We offer a broad range of SaaS products and services in one-stop, helping our customers
seamlessly upgrade capabilities, improve performance and grow their cross-platform
businesses, while greatly reducing installation and operation costs.
 Jushuitan ERP is our cornerstone SaaS product, serving the core demands of
merchants associated with their fulfillment of e-commerce orders across major
platforms. Our Jushuitan ERP is designed for simplicity and ease-of-use. Merchants
can easily integrate, synchronize and coordinate all of their stores, orders, products,
inventories, and other operating or financial data from various platforms through
Jushuitan ERP , enjoying a streamlined cross-platform commerce experience. Key
features that our Jushuitan ERP provides include Order Management System
(OMS), Warehousing Management System (WMS), Procurement Management
System (PMS), Distribution Management System (DMS), among others. According
to CIC, Jushuitan ERP has become the most popular e-commerce SaaS ERP brand
among Chinese merchants;
 With ERP at the core, we have further expanded product and service offerings to
include other e-commerce operation SaaS products, and became a one-stop
e-commerce SaaS provider. Our comprehensive SaaS tools serve various needs of
e-commerce participants to equip them with financial accounting, management
reporting and analytics, workflow management, wholesale market procurement,
among others. With our products, they are better equipped in coordinating internal
resources and collaborating with external partners, including suppliers and
distributors, logistics and warehousing service providers, etc.
Our operations are supported by a technology infrastructure that ensures our products stay
reliable under large spikes in traffic. For instance, we successfully processed approximately
1.6 billion orders during the Double 11 Festival in 2024, an industry-leading record and
powerful testament to the robustness of our technology infrastructure. We have also built a
development platform with a scalable architecture and rich development toolkits for our
engineers to facilitate timely launch and iteration of our products. We are able to embrace latest
industry trends, meet the diverse needs under varied scenarios, and maintain our leadership.
We have built a nation-wide customer service network, which we believe is a core
competence of us to effectively acquire and retain customers, leading to long-term customer
relationships and increasing operating productivity. Through the combination of our sales and
marketing efforts and word-of-mouth referrals from customers, we are well positioned to
expand sustainably and acquire new customers efficiently. Meanwhile, our customer service
network enables us to cross-sell additional products and services to our customers. In 2022,
2023, 2024 and the six months ended June 30, 2025, our customers that purchased two or more
of Jushuitan products contributed 30.6%, 33.0%, 37.7% and 39.3% of our total SaaS revenue
for the same periods.
FINANCIAL INFORMATION
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Our business has experienced rapid growth along with the success of our customers. Our
total revenue and total SaaS billings reached RMB909.8 million and RMB1,301.7 million in
2024, respectively, each representing a CAGR of 31.9% and 32.6% from 2022 to 2024. Our
total revenue and total SaaS billings reached RMB523.6 million and RMB698.7 million,
respectively, in the six months ended June 30, 2025.
BASIS OF PRESENTATION
Our historical financial information has been prepared in accordance with International
Financial Reporting Standards as issued by International Accounting Standards Board “IASB”
(“IFRS Accounting Standards”). The preparation of the historical financial information in
conformity with IFRS Accounting Standards requires the use of certain critical accounting
estimates. It also requires management to exercise its judgment in the process of applying our
accounting policies. The areas involving a higher degree of judgment or complexity, or areas
where assumptions and estimates are significant to the historical financial information, are
disclosed in Note 4 to the Accountant’s Report in Appendix I to this Prospectus.
KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS
We operate in China’s e-commerce SaaS industry. Our business and results of operations
are impacted by general factors affecting the broader e-commerce industry and e-commerce
SaaS industry in China, such as China’s overall economic growth and the development of
China’s e-commerce market, emergence of new e-commerce platforms and new business
models, adoption and acceptance of software solutions in the e-commerce industry in China,
technology advancement of e-commerce SaaS products, and policy and regulatory changes.
Additionally, we believe that our financial condition and results of operations are also affected
by a number of company-specific factors, including the factors discussed below.
Our Ability to Expand Our Customer Base
Our ability to attract new customers and expand our customer base is critical to our
operation performance and future growth. Though we have recorded growth in our customer
base over the past years, there is no assurance that such growth can be sustained in the future.
The total number of our SaaS customers increased throughout the Track Record Period, being
45.7 thousand, 62.2 thousand, 88.4 thousand and 92.6 thousand as of December 31, 2022, 2023,
2024 and June 30, 2025, respectively. According to CIC, there were 27 million active
e-commerce merchants in China in 2024, and the penetration rate of e-commerce SaaS ERP
among these merchants was at a relatively low level of 1.6% in 2024 and is expected to grow
steadily. We believe there are extensive opportunities for us to increase the penetration of our
e-commerce SaaS products among the diverse base of e-commerce merchants. However, actual
market adoption may be affected by a range of factors beyond our control, including changes
in technology preferences, regulatory developments or macroeconomic uncertainties, among
others.
FINANCIAL INFORMATION
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We have successfully expanded our customer base due to a series of factors, including our
ability to serve the core demands of e-commerce merchants associated with their fulfillment of
orders across multiple major e-commerce platforms, the flexibility and simplicity of our
products, the ability to operate a nation-wide customer service network and the ability to
connect with various industry partners including e-commerce platforms, logistics and
warehousing service providers.
Our large and expanding customer base creates a network effect, and thereby attracting
more merchants through word-of-mouth referrals. Our expanding customer base also provides
us with deep insights into the evolving needs of our customers and enables us to quickly launch
and scale into new, appealing products and features, which would further solidify our strong
customer attractions. However, the strength and sustainability of such network effects are
subject to changes in customer behavior, market competition and overall user satisfaction.
Our Ability to Retain Our Existing Customers and Increase Their Spending
We have a proven track record of retaining our customers and increasing their spending.
Our net dollar retention rate has been growing steadily. In 2022, 2023 and 2024, our net dollar
retention rate was 105%, 114% and 115%, respectively, ahead of the industry average in the
same years, according to CIC. In 2022, 2023, 2024 and the six months ended June 30, 2025,
our customers that purchased two or more of Jushuitan products contributed 30.6%, 33.0%,
37.7% and 39.3% of our total SaaS revenue for the same periods.
We have been and will continue to drive the spending of our customers through
cross-selling and up-selling. As our customers expand their scales and business operations, our
growth also depends on our ability to cross-sell our customers with additional e-commerce
operation SaaS products as well as convert our existing customers to more premium version of
our products.
Our ability to further drive existing customers’ usage may be influenced by a range of
factors, including our continued investment in customer service initiatives, responsiveness to
customer feedback, and the effectiveness of our services. We seek to enhance our ability to
cross-sell and up-sell, and increase our customers’ spending through providing cloud-based
e-commerce SaaS products catering to their evolving needs of e-commerce operations.
Our Ability to Maintain Our Brand and Market Recognition
We have made efforts to build a strong brand reputation and market recognition for
offering cross-platform solutions for e-commerce operations. We are China’s largest
e-commerce SaaS ERP provider in terms of relevant revenue in 2024, with a market share of
24.4%, exceeding the combined market share of the second through the fifth largest players,
according to CIC. We also ranked first in China’s e-commerce operation SaaS market in terms
of total SaaS revenue in 2024. According to CIC, we have become a leading e-commerce SaaS
ERP provider across key Chinese e-commerce platforms, including Alibaba, JD.com,
Pinduoduo, Douyin and Kuaishou. While we believe that our brand visibility and reputation
FINANCIAL INFORMATION
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may support our efforts to expand our customer base and reinforce our market position, such
advantages are subject to ongoing changes in customer perception, evolving market trends, and
actions by our competitors. Leveraging our market recognition, we are in a position to optimize
our pricing strategy through cultivating our customers’ mindsets and willingness to pay, given
the value we create for them through our e-commerce SaaS offerings.
Our Ability to Enhance Product and Technology Innovations
We have made, and will continue to make, significant investment in the technology
development and innovation of our SaaS products. We have applied advanced technologies to
our cloud-based products, and built a robust data security system. In 2022, 2023, 2024 and the
six months ended June 30, 2024 and 2025, we incurred research and development expenses of
RMB234.3 million, RMB233.9 million, RMB239.8 million, RMB112.1 million and RMB115.4
million, respectively. We have been investing in our technology infrastructure and
modularizing the functionalities of our products.
While we intend to leverage our industry know-how to enhance our service features, the
success of such efforts is facing challenges arising from rapid technological advancements,
evolving customer expectations, and our ability to attract and retain qualified research and
development personnel. We aim to enhance performance of our products, thereby increasing
the attractiveness to our customers, improving customer experience and driving our long-term
business growth.
Our Ability to Manage Expenses and Enhance Operational Efficiency
Our results of operations are affected by our ability to manage costs and improve
operational efficiency. As our business grows, we expect to face increasing cost pressures, and
our ability to optimize cost of sales and operating expenses will depend on whether we can
effectively realize economies of scale.
Our gross profit margins were 52.3%, 62.3%, 68.5%, 66.4% and 71.8% in 2022, 2023,
2024 and the six months ended June 30, 2024 and 2025, respectively. Our gross profit margin
is primarily driven by the proportion of our recurring customers, which require less
implementation costs compared to new customers. We also aim to enhance the efficiency of our
implementation services, in particular, through providing customer assistance remotely and
promoting internal knowledge sharing to boost our implementation efficiency.
Our selling and marketing expenses, which mainly consist of performance-based
compensation to our sales personnel, formed a significant portion of our overall operating
expenses. In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, we incurred
selling and marketing expenses of RMB314.3 million, RMB344.0 million, RMB369.9 million,
RMB170.6 million and RMB189.0 million, respectively, representing approximately 60.1%,
49.3%, 40.7%, 40.5% and 36.1% of our revenues during the same periods. In 2024, the average
revenue contributed by each of our sales personnel exceeded RMB985 thousand,
outperforming the industry average, according to CIC. We seek to continue to improve our
sales and marketing efficiency by increasing recurring customer rate, promoting cross-selling
and up-selling, as well as further strengthening our brand recognition to acquire and retain
customers more efficiently.
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KEY OPERATING METRICS
The following table sets forth certain of our key operating metrics for the periods
indicated. These operating metrics are commonly adopted in our industry, and the calculation
methodology relating to these operating metrics is consistent with the industry norm.
For the Y ear
Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
Total SaaS Customers (in thousands) 45.7 62.2 88.4 66.1 92.6
Total SaaS Billings (RMB in
thousands) 740,713 1,047,516 1,301,692 598,961 698,692
Including:
Charged by volume of order
processed 331,195 447,525 479,263 218,592 225,708
Charged by subscription
With a subscription period shorter
than 2 years 221,599 322,328 438,473 222,542 241,074
With a subscription period of 2
years or longer 187,919 277,663 383,956 157,827 231,910
Accumulated SaaS Billings (RMB in
thousands) 1,825,998 2,333,652 2,906,177 2,203,446 2,653,658
Including:
Accumulated SaaS billings
charged by subscription 673,780 979,687 1,401,285 959,226 1,282,953
Accumulated SaaS billings
charged by volume 1,152,218 1,353,965 1,504,892 1,244,220 1,370,705
SaaS Revenue Recognition Rate
(1) 27% 29% 30% 18% 19%
Net Dollar Retention Rate (2) 105% 114% 115% N/A (3) N/A(3)
Annual Retention Rate (4) 86.5% 86.0% 83.6% N/A (3) N/A(3)
Number of Orders Processed
(in billions) 16.6 23.8 33.0 14.6 18.2
Monthly Average SaaS Revenue
per Customer (RMB in thousands) 0.9 0.9 0.8 1.0 0.9
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Note:
(1) SaaS revenue recognition rate is a fraction, the denominator of which is accumulated SaaS billings for a given
year/ period, and the numerator of which is the amount of SaaS revenue recognized for the same year/period.
(2) Net dollar retention rate is a fraction, the denominator of which is the revenue contribution by customers in
the previous year of a given year and the numerator of which is the contribution by the same group of
customers in such given year, expressed as a percentage. A net dollar retention rate above 100% reflects that
we have generated increased revenue from customers in the previous year and retained in a given year.
(3) Net dollar retention rate and annual retention rate for the six months ended June 30, 2024 and 2025 are not
applicable as we only evaluate such metrics on an annual basis.
(4) Annual retention rate is a fraction, the denominator of which is the number of total SaaS customers in the
previous year of a given year and the numerator of which is the number of total SaaS customers in the previous
year of a given year that remained as our customers in the given year.
Driven by our business growth, the number of our total SaaS customers, total SaaS
billings and accumulated SaaS billings all increased during the Track Record Period,
illustrating our healthy billings from prepayments by a growing customer base. The average
SaaS billings per customer increased from RMB16.2 thousand in 2022 to RMB16.9 thousand
in 2023, primarily due to the economy recovery and our efforts in cross-selling and up-selling
across our product matrix. The average SaaS billings per customer slightly decreased from
RMB16.9 thousand in 2023 to RMB14.7 thousand in 2024, primarily due to expansion of
customer base, especially the increased number of customers purchasing lower-priced SaaS
ERP products. The average SaaS billings per customer decreased from RMB9.1 thousand in the
six months ended June 30, 2024 to RMB7.5 thousand during the same period in 2025, primarily
due to the increased number of customers purchasing lower-priced SaaS ERP products. Our net
dollar retention rate was 105%, 114% and 115% in 2022, 2023 and 2024, respectively,
indicating that we generated increased revenue from customers in the previous year and
retained in a given year. Our net dollar retention rate increased from 2022 to 2024, primarily
due to increased consumer demands. As our customer base grows and billings increase, the
prepayment from customers is subsequently recognized in our revenue over the contract period
or upon consumption. Accumulated SaaS billings refer to the sum of total amount of billings
in a given year, and the contract liabilities as of the beginning of such period. SaaS revenue
recognition rate refers to SaaS revenue recognized for each year divided by accumulated SaaS
billings as of the end of such year. Our SaaS revenue recognition rate was 27%, 29% and 30%
in 2022, 2023 and 2024, respectively, providing sustainable future revenue streams. Our annual
retention rate decreased from 86.5% in 2022 to 86.0% in 2023, and further to 83.6% in 2024,
primarily because of the increase of number of customers purchasing the professional version
SaaS ERP that typically have smaller scale of business operations and less customer stickiness,
which generally result in lower retention rates as compared to customers purchasing the
enterprise version SaaS ERP . Our monthly average SaaS revenue per customer remained at
RMB0.9 thousand in 2022 and 2023, and slightly decreased to RMB0.8 thousand in 2024,
primarily because of the increase of number of customers purchasing the professional version
SaaS ERP . Our monthly average SaaS revenue per customer returned to RMB0.9 thousand in
the six months ended June 30, 2025.
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The following table sets forth the movement of our total SaaS billings during the Track
Record Period.
For the Y ear
Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
Unrecognized billings as of
January 1 1,150,403 1,363,305 1,700,754 1,700,754 2,072,264
New billings 740,713 1,047,516 1,301,692 598,961 698,692
Contract liabilities recognized as
revenue (497,935) (669,874) (877,530) (406,581) (506,535)
V A T (29,876) (40,193) (52,652) (24,394) (30,392)
Unrecognized billings as of the
end of the year 1,363,305 1,700,754 2,072,264 1,868,740 2,234,029
The following tables set forth certain operating metrics of the enterprise version and
professional version of our e-commerce SaaS ERP products.
For the Y ear
Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
Enterprise Version
– SaaS revenue contribution 63.0% 57.8% 50.2% 51.6% 44.3%
– Number of customers with valid
contracts
(1) (’000) 18.3 21.1 23.6 22.6 24.4
– Average billing per customer
with valid contracts (RMB’000) 25.4 28.1 23.7 12.3 11.3
– Billing contribution (2) from
existing customers with valid
contracts 43.2% 55.6% 61.8% 56.0% 62.2%
– Billing contribution from new
customers with valid contracts 56.8% 44.4% 38.2% 44.0% 37.8%
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For the Y ear
Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
Professional Version
– SaaS revenue contribution 27.5% 28.5% 29.8% 30.0% 30.5%
– Number of customers with valid
contracts (’000) 23.4 30.3 37.3 34.0 40.0
– Average billing per customer
with valid contracts (RMB’000) 8.1 8.8 9.8 5.2 5.0
– Billing contribution from existing
customers with valid contracts 40.1% 44.3% 50.1% 50.2% 55.0%
– Billing contribution from new
customers with valid contracts 59.9% 55.7% 49.9% 49.8% 45.0%
Notes:
(1) Refer to customers that have valid contracts with us as of the end of year indicated. Number of customers as
disclosed elsewhere in the Prospectus refer to customers from whom we generated revenue for the year
indicated. Therefore, the number of customers with valid contracts differs from the number of customers as
disclosed elsewhere in the Prospectus primarily because (i) some customers contributed revenue for a given
year may not renew contracts with us as of the end of such year, and (ii) some customers with a valid contract
as of the end of a given year may not start to contribute revenue for such year yet.
(2) Billing contribution refers to the portion of billings from a group of customers for a given year as a percentage
of total billings in the same year.
The SaaS revenue contribution of enterprise version SaaS ERP decreased from 63.0% in
2022 to 57.8% in 2023, and further decreased to 50.2% in 2024. The SaaS revenue contribution
of enterprise version SaaS ERP decreased from 51.6% in the six months ended June 30, 2024
to 44.3% during the same period in 2025. The SaaS revenue contribution of professional
version increased from 27.5% in 2022 to 28.5% in 2023, and further increased to 29.8% in
2024, and subsequently increased from 30.0% in the six months ended June 30, 2024 to 30.5%
during the same period in 2025, primarily as a result of customers’ increasing demand for the
professional version. For both enterprise version and professional version SaaS ERP , the
number of customers with valid contracts increased throughout the Track Record Period, driven
by our business growth. Due to the improving economic environment, our average billing per
customer for both enterprise version and professional version SaaS ERP increased from 2022
to 2023. The average billing per customer for enterprise version decreased from RMB28.1
thousand in 2023 to RMB23.7 thousand in 2024, and further decreased from RMB12.3
thousand in the six months ended June 30, 2024 to RMB11.6 thousand during the same period
in 2025, primarily as e-commerce merchants decreased their IT budget, and that for
professional version increased from RMB8.8 thousand to RMB9.8 thousand for the same
periods, respectively, primarily due to increased customers’ demand for professional version
SaaS ERP . For the six months ended June 30, 2024 and 2025, average billing per customer for
professional version remained relatively stable, being RMB5.2 thousand and RMB5.0
thousand, respectively. For both enterprise version and professional version SaaS ERP , the
billing contribution from existing customers with valid contracts increased, and
correspondingly, the billing contribution from new customers with valid contracts decreased,
primarily as a result of our continued efforts to retain our existing customers and enhance
stickiness through our competitive customer services.
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CRITICAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES
We have identified certain accounting policies and estimates that are significant to the
preparation of our financial statements in accordance with IFRS Accounting Standards. Some
of our accounting policies involve subjective assumptions, estimates and judgments that
affected the application of policies and reported amounts of assets, liabilities, revenues and
expenses, as well as their accompanying disclosures and the disclosure of contingent liabilities.
Uncertainty about these assumptions and estimates could, in the future, result in outcomes that
require a material adjustment to the carrying amounts of the assets and liabilities affected.
When reviewing our financial statements, the following factors should be considered: (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.
Our material accounting policies, estimates, assumptions and judgment made by our
management which have significant effect on our financial condition and results of operations
are set forth in detail in Note 2 and Note 4 to the Accountant’s Report included in Appendix
I to this Prospectus. Estimates, assumptions and judgments are continually re-evaluated and are
based on historical experience and other factors, including expectations of future events that
may have a financial impact on the entity and that are believed to be reasonable under the
circumstances. We set forth below the accounting policies, estimates and judgments that we
believe are critical to the preparation of our financial statements.
Revenue Recognition
Revenues are recognised when or as the control of the goods or services is provided to
the customer. Depending on the terms of the contract and the laws that apply to the contract,
services and goods may be transferred over time or at a point in time.
(i) Revenue from Provision of SaaS Services
We provide SaaS services for e-commerce businesses in the PRC. Revenue from
providing services is recognised in the accounting period in which the services are rendered.
SaaS revenues primarily consist of fees that provide customers access to one or more of
the cloud applications for e-commerce with routine customer support. We either charge
customers (i) on an annual subscription package that offers unlimited or maximum volume or
(ii) based on the volume of orders processed on the products.
Under unlimited or maximum volume subscription model, customers are provided with
access to one or more of our SaaS products over the contract term. Revenue is generally
recognised ratably over the contract term.
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Under limited volume model, customers first purchase certain number of volume from us,
and consume the volume upon usage. Related revenue is recognized upon the consumption.
We capitalize sales commissions paid to our direct sales force and sales agents that had
a direct and incremental relationship to obtain a contract as contract acquisition cost. Contract
acquisition costs are charged into selling and distribution expenses on a ratable basis which is
in line with the revenue recognition.
The costs incurred in fulfilling the contract is capitalised as an asset if the costs relate
directly to a contract or anticipated contract, generate or enhance resources that will be used
in satisfying the performance obligations in the future and are expected to be recovered. Costs
would be recognised as expenses if they are general and administrative costs, wasted material,
labor or other resources that were not reflected in pricing, related to satisfied performance
obligations, or cannot be distinguished between satisfied and unsatisfied performance
obligations.
We periodically evaluate whether there have been any changes in our business, the market
conditions in which we operate or other events which would indicate that the amortization
period of contract acquisition cost should be changed or if there are impairment indicators.
(ii) Revenue from Sales of Products
We also sell a range of e-commerce supportive equipment. Revenue from the sale of
goods is recognised when control of the products has transferred, being when the products are
accepted by the customer.
(iii) Revenue from Promotion Services
We provide promotion services through our sales force for products of other companies
and charge commission. The revenue is recognized when the sales contracts are signed between
these companies and their customers and the customers complete the payments.
(iv) Other Services
We also provide other services and recognize revenue when the services are rendered.
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Investments and Other Financial Assets
(a) Classification
We classify our financial assets in the following measurement categories:
– those to be measured subsequently at fair value (either through other comprehensive
income (“OCI”), or through profit or loss), and
– those to be measured at amortized cost.
The classification depends on our business model for managing the financial assets and
the contractual terms of the cash flows.
For financial assets measured at fair value, gains and loss will either be recorded in profit
or loss or OCI.
For financial assets measured at fair value, gains and loss will either be recorded in profit
or loss or OCI. For investments in equity instruments that are not held for trading, this will
depend on whether we have made an irrevocable election at the time of initial recognition to
account for the equity investment at fair value through other comprehensive income
(“FVOCI”).
We reclassify debt instruments when and only when our business model for managing
those assets changes.
(b) Recognition and Derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date
on which we commit to purchase or sell the asset. Financial assets are derecognised when the
rights to receive cash flows from the financial assets have expired or have been transferred and
we have transferred substantially all the risks and rewards of ownership.
(c) Measurement
At initial recognition, we measure a financial asset at its fair value plus, in the case of a
financial asset not at fair value through profit or loss (“FVPL”), transaction costs that are
directly attributable to the acquisition of the financial asset. Transaction costs of financial
assets carried at FVPL are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when
determining whether their cash flows are solely payment of principal and interest.
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Debt instruments
Subsequent measurement of debt instruments depends on our business model for
managing the asset and the cash flow characteristics of the asset. There are three measurement
categories into which we classify our debt instruments:
 Amortised cost: Assets that are held for collection of contractual cash flows where
those cash flows represent solely payments of principal and interest are measured at
amortised cost. Interest income from these financial assets is included in other
income using the effective interest rate method. Any gain or loss arising on
derecognition is recognized directly in profit or loss and presented in “Other gains
– net”, together with foreign exchange gains and loss. Impairment loss are presented
as separate line item in the statements of comprehensive income.
 FVOCI: Assets that are held for collection of contractual cash flows and for selling
the financial assets, where the assets’ cash flows represent solely payments of
principal and interest, are measured at FVOCI. Movements in the carrying amount
are taken through OCI, except for the recognition of impairment gains or loss,
interest income and foreign exchange gains and loss which are recognised in profit
or loss. When the financial asset is derecognised, the cumulative gain or loss
previously recognised in OCI is reclassified from equity to profit or loss and
recognised in “Other gains – net”. Interest income from these financial assets is
included in other income using the effective interest rate method. Foreign exchange
gains and loss are presented in “Other gains – net” and impairment expenses are
presented as separate line item in the statements of comprehensive income.
 FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are
measured at FVPL. A gain or loss on a debt investment that is subsequently
measured at FVPL is recognised in profit or loss and presented net within “Other
gains – net” in the period in which it arises.
Equity instruments
We subsequently measure all equity investments at fair value. Where our management has
elected to present fair value gains and loss on equity investments in OCI, there is no subsequent
reclassification of fair value gains and loss to profit or loss following the derecognition of the
investments. Dividends from such investments continue to be recognised in “Other income”
when our right to receive payments is established.
Changes in the fair value of financial assets measured at FVPL are recognised in “Other
gains – net” as applicable. Impairment loss (and reversal of impairment loss) on equity
investments measured at FVOCI are not reported separately from other changes in fair value.
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(d) Impairment
We assess on a forward looking basis the expected credit loss associated with our debt
instruments carried at amortised cost. The impairment methodology applied depends on
whether there has been a significant increase in credit risk.
Expected credit loss are a probability-weighted estimate of credit loss (i.e., the present
value of all cash shortfalls) over the expected life of the financial assets.
For trade receivables, we apply the simplified approach permitted by IFRS 9, which
requires expected lifetime loss to be recognised from initial recognition of the receivables. The
provision matrix is determined based on historical observed default rates over the expected life
of the trade receivables with similar credit risk characteristics and is adjusted for forward-
looking estimates. At every reporting date the historical observed default rates are updated and
changes in the forward-looking estimates are analysed.
Impairment on other receivables from third parties and related parties are measured as
either 12-month expected credit loss or lifetime expected credit loss, depending on whether
there has been a significant increase in credit risk since initial recognition. If a significant
increase in credit risk of a receivable has occurred since initial recognition, then impairment
is measured as lifetime expected credit loss.
Contract Liabilities
Contract liabilities are recognised if we receive consideration (or if it has the
unconditional right to receive consideration) in advance of performance. Contract liabilities are
expected to be settled within 12 months after the end of the period are presented as current
liabilities in the balance sheet, otherwise are presented as other non-current liabilities.
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DESCRIPTION OF KEY STATEMENT OF COMPREHENSIVE INCOME OR LOSS
ITEMS
The table below sets forth our consolidated statements of comprehensive income or loss
for the periods indicated derived from the Accountant’s Report included in Appendix I to this
Prospectus.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
R M B%R M B%R M B%R M B%R M B%
(unaudited)
(in thousands, except for percentages)
Revenue 523,078 100.0 697,191 100.0 909,750 100.0 420,973 100.0 523,642 100.0
Cost of sales (249,565) (47.7) (262,585) (37.7) (286,899) (31.5) (141,593) (33.6) (147,573) (28.2)
Gross profit 273,513 52.3 434,606 62.3 622,851 68.5 279,380 66.4 376,069 71.8
Selling and marketing
expenses (314,310) (60.1) (343,999) (49.3) (369,921) (40.7) (170,556) (40.5) (189,002) (36.1)
General and
administrative
expenses (98,079) (18.8) (131,430) (18.9) (90,489) (9.9) (45,089) (10.7) (49,006) (9.4)
Research and
development
expenses (234,327) (44.8) (233,913) (33.6) (239,798) (26.4) (112,096) (26.6) (115,379) (22.0)
Provision for
impairment loss on
financial assets (25) (0.0) (137) (0.0) (150) (0.0) (10) (0.0) (581) (0.1)
Other income 22,055 4.2 32,896 4.7 15,096 1.7 3,358 0.8 3,793 0.8
Other gains/(losses) –
net (18,522) (3.5) 2,565 0.4 318 0.0 (2,948) (0.7) 1,194 0.2
Operating (loss)/
income (369,695) (70.7) (239,412) (34.3) (62,093) (6.8) (47,961) (11.3) 27,088 5.2
Finance income 1,485 0.3 6,726 1.0 6,495 0.7 5,437 1.3 4,891 0.9
Finance costs (103,717) (19.8) (13,650) (2.0) (1,079) (0.1) (631) (0.2) (355) (0.1)
Finance (costs)/income
— net (102,232) (19.5) (6,924) (1.0) 5,416 0.6 4,806 1.1 4,536 0.8
Loss on convertible
redeemable preferred
shares – – (225,435) (32.3) (18,526) (2.0) (14,301) (3.4) (72,512) (13.8)
Share of net (loss)/gain
of investments
accounted for using
equity method (35,152) (6.7) (18,252) (2.6) (4,438) (0.5) (2,747) (0.7) 585 0.1
FINANCIAL INFORMATION
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For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
R M B%R M B%R M B%R M B%R M B%
(unaudited)
(in thousands, except for percentages)
Loss before income
tax (507,079) (96.9) (490,023) (70.3) (79,641) (8.8) (60,203) (14.3) (40,303) (7.7)
Income tax credit – – – – 90,224 9.9 (136) (0.0) 759 0.1
(Loss)/profit for the
year/period (507,079) (96.9) (490,023) (70.3) 10,583 1.2 (60,339) (14.3) (39,544) (7.6)
(Loss)/profit
attributable to:
Equity owners of the
Company (505,335) (96.6) (486,555) (69.8) 12,152 1.4 (58,845) (14.0) (41,146) (7.9)
Non-controlling
interests (1,744) (0.3) (3,468) (0.5) (1,569) (0.2) (1,494) (0.3) 1,602 0.3
(507,079) (96.9) (490,023) (70.3) 10,583 1.2 (60,339) (14.3) (39,544) (7.6)
Non-IFRS Financial Measure
To supplement our consolidated financial statements presented in accordance with IFRS,
we use adjusted net (loss)/profit (non-IFRS measure) as additional financial measures, which
are not required by, or presented in accordance with IFRS. We believe that this non-IFRS
measure facilitate comparisons of operating performance from year to year and company to
company by eliminating potential impacts of certain items, such as share-based payments for
employees, interest expense on financial liabilities to investors, loss on convertible redeemable
preferred shares and listing expenses. We believe that this measure provides useful information
to investors in understanding and evaluating our consolidated results of operations in the same
manner as they help our management. However, presentation of adjusted net (loss)/profit
(non-IFRS measure) may not be comparable to similarly titled measures presented by other
companies. The use of this non-IFRS measure has limitations as an analytical tool, and
investors should not consider them in isolation from, or as a substitute for analysis of, our
results of operations or financial conditions as reported under IFRS.
We define adjusted net (loss)/profit (non-IFRS measure) as (loss)/profit for the
year/period by adding back (i) share-based payments for employees, which is a non-cash item,
(ii) interest expense on financial liabilities to investors, which is non-cash in nature, (iii) loss
on convertible redeemable preferred shares, which is non-cash in nature, and convertible
redeemable preferred shares will be converted into equity upon Listing; and (iv) listing
expenses related to this Global Offering. The following table reconciles our adjusted net
(loss)/profit (non-IFRS measure) presented in accordance with IFRS, namely (loss)/profit for
the year/period.
FINANCIAL INFORMATION
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For the Y ear
Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
(unaudited)
(RMB in thousands)
(Loss)/profit for the
year/period (507,079) (490,023) 10,583 (60,339) (39,544)
Share-based payments
for employees 24,561 21,272 10,728 11,133 8,208
Interest expense on
financial liabilities to
investors 103,146 12,362 – – –
Loss on convertible
redeemable preferred
shares – 225,435 18,526 14,301 72,512
Listing expenses – 25,273 9,151 1,461 5,779
Adjusted net
(loss)/profit
(non-IFRS measure) (379,372) (205,681) 48,988 (33,444) 46,955
Revenue
We primarily derive our revenue from SaaS. The following table sets forth a breakdown
of our revenue, in absolute amounts and as percentages of total 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
R M B%R M B%R M B%R M B%R M B%
(unaudited)
(in thousands, except for percentages)
SaaS 497,935 95.2 669,874 96.1 877,530 96.4 406,581 96.5 506,535 96.7
Sales of supportive
equipment 17,697 3.4 17,813 2.6 18,002 2.0 9,582 2.3 7,931 1.5
Promotion service fees 6,998 1.3 8,746 1.3 13,596 1.5 4,173 1.0 8,387 1.6
Others 448 0.1 758 0.1 622 0.1 637 0.2 789 0.2
Total 523,078 100.0 697,191 100.0 909,750 100.0 420,973 100.0 523,642 100.0
FINANCIAL INFORMATION
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SaaS . We offer cloud-based SaaS products and generate revenue from provision of SaaS
services. See “Business—Our Offerings.” We typically require prepayments from our
customers before we grant them access to our SaaS products, and we charge service fees either
on (i) an annual subscription package that offers unlimited or maximum volume, or (ii) based
on the volume of orders processed on the products. Revenue from provision of SaaS services
is recognised in the period in which the services are rendered.
Sales of supportive equipment . We sell a range of e-commerce supportive equipment,
such as PDAs, and generate revenue from sales of supportive equipment.
Promotion service fees . We provide promotion services through our sales force for
products of other companies and generate revenue from charging commissions for the services.
Others . Our revenues from others in 2022 were primarily from short message services,
which we have strategically suspended in March 2022. The short message service is a software
function that enables e-commerce merchants to efficiently edit and manage short text
messages. We suspended such services because these were immaterial in amount and did not
have strong synergies with our core product offerings. In 2023, 2024 and the six months ended
June 30, 2025, our revenues from others were primarily from miscellaneous items such as
warehousing consulting services (e.g. warehouse design services) and materials used in
implementation (e.g. sign posts for storage cubicles, aisles and function areas in the
warehouses).
Cost of Sales
Our cost of sales primarily consists of (i) employee benefit expenses related to the SaaS
implementation, (ii) cloud server fees and technical services fees, and (iii) cost of goods sold
which primarily include PDAs. The following table sets forth a breakdown of our cost of sales
by nature, in absolute amounts and as percentages of 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
R M B%R M B%R M B%R M B%R M B%
(unaudited)
(in thousands, except for percentages)
Employee benefit
expenses 170,995 68.5 159,334 60.7 165,026 57.5 80,047 56.5 83,960 56.9
Cloud server fees and
technical service
fees 51,862 20.8 75,674 28.8 95,074 33.1 48,191 34.0 50,421 34.2
FINANCIAL INFORMATION
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For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
R M B%R M B%R M B%R M B%R M B%
(unaudited)
(in thousands, except for percentages)
Cost of goods sold 13,128 5.3 12,920 4.9 11,950 4.2 6,204 4.4 5,633 3.8
Others 13,580 5.4 14,657 5.6 14,849 5.2 7,151 5.1 7,559 5.1
Total cost of sales 249,565 100.0 262,585 100.0 286,899 100.0 141,593 100.0 147,573 100.0
Gross Profit
In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, we had gross
profit of RMB273.5 million, RMB434.6 million, RMB622.9 million, RMB279.4 million and
RMB376.1 million with gross profit margin of 52.3%, 62.3%, 68.5%, 66.4% and 71.8%,
respectively.
Selling and Marketing Expenses
Selling and marketing expenses primarily consist of (i) employee benefit expenses,
including compensation paid to our sales and customer support personnel, (ii) sales
commission to sales agents and (iii) marketing expenses. The following table sets forth a
breakdown of our selling and marketing expenses, in absolute amounts and as percentages of
total selling and marketing 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
R M B%R M B%R M B%R M B%R M B%
(unaudited)
(in thousands, except for percentages)
Employee benefit
expenses 261,853 83.3 279,029 81.1 302,948 81.8 139,504 81.8 154,660 81.9
Sales commission to
sales agents 30,311 9.6 38,904 11.3 48,370 13.1 22,874 13.4 25,407 13.4
Marketing expenses 4,811 1.5 6,848 2.0 5,030 1.4 2,407 1.4 2,711 1.4
Others 17,335 5.6 19,218 5.6 13,573 3.7 5,771 3.4 6,224 3.3
Total 314,310 100.0 343,999 100.0 369,921 100.0 170,556 100.0 189,002 100.0
FINANCIAL INFORMATION
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General and Administrative Expenses
Our general and administrative expenses primarily consist of (i) employee benefit
expenses, including compensation paid to our general and administrative personnel, (ii)
impairment of goodwill, (iii) depreciation of right-of-use assets, (iv) utilities and office
expenses, (v) depreciation and amortization, and (vi) consulting fees related to this Listing and
the Global Offering. The following table sets forth a breakdown of our general and
administrative expenses, in absolute amounts and as percentages of total general and
administrative 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
R M B%R M B%R M B%R M B%R M B%
(unaudited)
(in thousands, except for percentages)
Employee benefit
expenses 58,551 59.7 72,470 55.1 54,887 60.6 28,535 63.4 29,904 61.1
Impairment of
goodwill 9,927 10.1 – – – – – – – –
Depreciation of right-
of-use assets 9,522 9.7 10,382 7.9 7,829 8.7 4,291 9.5 4,416 9.0
Utilities and office
expenses 5,966 6.1 6,145 4.7 7,513 8.3 3,891 8.6 3,091 6.3
Depreciation and
amortization 5,308 5.4 4,487 3.4 3,060 3.4 1,542 3.4 1,641 3.3
Listing expenses – – 25,273 19.2 9,151 10.1 461 1.0 5,779 11.8
Others 8,805 9.0 12,673 9.6 8,049 8.9 6,369 14.1 4,175 8.5
Total 98,079 100.0 131,430 100.0 90,489 100.0 45,089 100.0 49,006 100.0
Impairment test for goodwill
The goodwill of RMB9.9 million represents the excess of the acquisition consideration
transferred and amount of controlling interests in Zhuhai Furun Technology Co., Ltd. (“Zhuhai
Furun”), a provider of e-commerce ERP solutions over the fair value of the net identifiable
assets acquired as at the acquisition date in July 2021 and was allocated on Zhuhai Furun. As
of December 31, 2022, we have performed the goodwill impairment assessments. The
recoverable amount of goodwill was determined based on value-in-use calculations. The
value-in-use calculations use cash flow projections based on business plan for the purpose of
impairment reviews covering a five-year period for Zhuhai Furun as a CGU. The accuracy and
reliability of the information is reasonably assured by the appropriate budgeting, forecast and
control process established by us. The management leveraged their experiences in the
industries and provided forecast based on past performance and their expectation of future
business plans and market developments.
FINANCIAL INFORMATION
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We have engaged an independent external appraiser to assist management to perform the
goodwill impairment assessments. The following table sets forth each key assumption on which
management has based its five years cash flow projections to undertake impairment testing of
goodwill:
As of
December 31,
2022
Annual growth rate of revenue during the projection period -48.6%~6.2%
Gross margin during the projection period (% of revenue) 76.4%
Terminal growth rate 2.0%
Pre-tax discount rate 22.5%
Due to the operations of Zhuhai Furun had been significantly impacted by factors after
acquisition such as COVID-19, downturn of the macroeconomic conditions and customer
attrition. As of December 31, 2022, the recoverable amount of Zhuhai Furun is estimated to be
lower than the carrying amount of the CGU.
We recorded impairment of approximately RMB9,927.0 thousand as of December 31,
2022 in light of the changes in economic, operating and market environment.
Research and Development Expenses
Research and development expenses primarily consist of employee benefit expenses,
including compensation paid to our research and development personnel. The following table
sets forth a breakdown of our research and development expenses, in absolute amounts and as
percentages of total 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
R M B%R M B%R M B%R M B%R M B%
(unaudited)
(in thousands, except for percentages)
Employee benefit
expenses 219,286 93.6 221,577 95.0 223,051 93.0 105,123 93.8 106,132 92.0
Others 15,041 6.4 12,336 5.0 16,747 7.0 6,973 6.2 9,247 8.0
Total 234,327 100.0 233,913 100.0 239,798 100.0 112,096 100.0 115,379 100.0
FINANCIAL INFORMATION
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Provision for Impairment Loss on Financial Assets
Provision for impairment loss on financial assets represent provision for doubtful
receivables. We recorded provision for impairment loss on financial assets of RMB25
thousand, RMB0.1 million, RMB0.2 million, RMB10 thousand and RMB0.6 million in 2022,
2023, 2024 and the six months ended June 30, 2024 and 2025, respectively.
Other Income
Our other income primarily represents (i) government grants, which primarily related to
our contributions to technology development and investments in local business districts
(for more details of the policies applicable to our government grants, see
“Regulations—Regulation on government grants”), and (ii) interest income derived from time
deposits. In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, we recorded
other income of RMB22.1 million, RMB32.9 million, RMB15.1 million, RMB3.4 million and
RMB3.8 million, respectively. The following table sets forth a breakdown of other income in
absolute amounts and as percentages of total other income for the years indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(unaudited)
(in thousands, except for percentages)
Government grants 13,765 62.4 24,560 74.7 14,101 93.4 2,402 71.5 2,028 53.5
Tax refund 516 2.3 611 1.9 602 4.0 616 18.3 650 17.1
Super deduction of
input V A T 2,452 11.1 2,906 8.8 231 1.5 230 6.8 3 0.1
Interest income derived
from loan to
employees 216 1.0 258 0.8 162 1.1 110 3.3 110 2.9
Interest income derived
from loan to related
parties 442 2.0 383 1.2 – – – – – –
Dividends from
invested enterprises 620 2.8 970 2.9 – – – – – –
Interest income derived
from time deposits 4,044 18.3 3,208 9.8 – – – – 1,002 26.4
Total 22,055 100.0 32,896 100.0 15,096 100.0 3,358 100.0 3,793 100.0
FINANCIAL INFORMATION
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Other Gains/(Loss) – Net
Our other gains/(loss) – net primarily consist of (i) fair value change of unlisted equity
investments, representing the unrealized gain or loss from remeasuring unlisted equity
securities at fair value, (ii) fair value change of wealth management products, primarily related
to low-risk investments managed with a conservative strategy aligned to liquidity needs, and
(iii) deemed disposal gain of equity method investment, which represents the gain from passive
dilution of shares of our investees due to subsequent financing by other investors. The
following table sets forth a breakdown of our gains/(loss) – net, in absolute amounts and as
percentages of total other gains/(loss) – net, 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)
(in thousands, except for percentages)
Fair value gain/(loss) of
unlisted equity investments (11,324) 61.1 1,758 68.5 (10,731) (3,374.6) (8,124) 275.6 1,985 166.2
Fair value gain/(loss) of
wealth management products (11,160) 60.3 236 9.2 8,639 2,716.7 1,471 (49.9) 2,684 224.8
Deemed disposal gain of
equity method investment 3,613 (19.5) ––––––––
Foreign exchange (loss)/gain 529 (2.9) (35) (1.4) (693) (217.9) (51) 1.7 (6,814) (570.7)
Gain on disposal of a
subsidiary –––– 3,345 1,051.9 3,345 (113.5) 3,778 316.4
Gain on disposal of financial
assets at fair value through
other comprehensive income
– wealth management
products – – 167 6. 5––––––
Gain on disposal of property,
plant and equipment 241 (1.3) 660 25.8 1,019 320.4 1,009 (34.2) 17 1.4
Other loss (421) 2.3 (221) (8.6) (1,261) (396.5) (598) 20.3 (456) (38.1)
Total (18,522) 100.0 2,565 100.0 318 100.0 (2,948) 100.0 1,194 100.0
FINANCIAL INFORMATION
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Finance (Costs)/Income – Net
Our finance costs – net primarily consist of interest expense on financial liabilities to
investors, which is non-cash in nature and will not recur after the Global Offering. The
financial liabilities to investors represent the paid-in capital with preferred rights held by
certain investors, which will be terminated upon the Global Offering. The following table sets
forth a breakdown of our finance (costs)/income – net, in absolute amounts and as percentages
of total finance (costs)/income – net, for the years/periods indicated.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
R M B%R M B%R M B%R M B%R M B%
(unaudited)
(in thousands, except for percentages)
Finance income:
– Interest income
derived from bank
deposits 1,485 (1.5) 6,726 (97.1) 6,495 119.9 5,437 113.1 4,891 107.8
Finance costs:
– Interest expense on
financial liabilities
to investors (103,146) 100.9 (12,362) 178.5 – – – 0.0 – 0.0
– Interest expense of
loan – – (257) 3.7 – – – 0.0 – 0.0
– Interest expense on
lease liabilities (571) 0.6 (1,031) 14.9 (1,079) (19.9) (631) (13.1) (355) (7.8)
(103,717) 101.5 (13,650) 197.1 (1,079) (19.9) (631) (13.1) (355) (7.8)
Finance (costs)/
income — net (102,232) 100.0 (6,924) 100.0 5,416 100.0 4,806 100.0 4,536 100.0
Loss on Convertible Redeemable Preferred Shares
We incurred loss on convertible redeemable preferred shares of RMB18.5 million in 2024,
which is related to the preferred shares we issued in connection with our Reorganization. For
details, see “History, Reorganization and Corporate Structure—Reorganization” and Note 26 to
the Accountant’s Report included in Appendix I to this Prospectus.
FINANCIAL INFORMATION
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Share of Net (Loss)/Gain of Investments Accounted for Using Equity Method
Our share of net loss of investments accounted for using equity method relates to the
operational and financial performance of our associates in which we invested. In 2022, 2023,
2024 and the six months ended June 30, 2024, we recorded share of net loss of investments
accounted for using equity method of RMB35.2 million, RMB18.3 million, RMB4.4 million
and RMB2.7 million, respectively. We recorded share of gain of investments of RMB0.6
million in the six months ended June 30, 2025.
TAXATION
In 2024, although we continued to record a loss before income tax, we recognized an
income tax credit of RMB90.2 million, primarily due to the recognition of previously
unrecognized tax losses. Other reconciling items included additional R&D deductions,
preferential tax rates, and tax losses or temporary differences for which no deferred tax assets
had been recognized in prior periods. For details, see Note 12 to the Accountant’s Report
included in Appendix I to this Prospectus.
Value Added Tax
We are mainly subject to 6% and 13% V A T, and surcharges on V A T payments according
to PRC tax law.
Pursuant to the ‘Announcement on Relevant Policies for Deepening the V alue-added Tax
Reform’ (Cai Shui Haiguan [2019] No. 39) jointly issued by the Ministry of Finance, the State
Taxation Administration and the General Administration of Customs, as well as the
‘Announcement on V A T Policies for Promoting the Bailout and Development of Vulnerable
Industries in the Service Sector’ (Cai Shui [2022] No. 11) and the ‘Announcement on
Clarifying the Reduction and Exemption of V A T’ (Cai Shui [2023] No. 1) issued by the
Ministry of Finance and the State Taxation Administration, certain subsidiaries of our Group,
which qualify as producer service companies, were entitled to additional input V A T deductions.
Specifically, these subsidiaries were allowed to deduct an additional 10% of input V A T from
output V A T from April 1, 2019 to December 31, 2022, and an additional 5% from January 1,
2023 to December 31, 2023.
Income tax
Cayman Islands Income Tax
The Company is incorporated in the Cayman Islands as an exempted company with
limited liability under the Companies Act of Cayman Islands and accordingly, is exempted
from Cayman Islands income tax.
FINANCIAL INFORMATION
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Hong Kong Profits Tax
Hong Kong income tax rate is two-tiered profits tax regime, under which the tax rate is
8.25% or assessable profits on the first HK dollar 2 million and 16.5% or any assessable profits
in excess of HK dollar 2 million. Hong Kong profits tax was provided for the assessable profit
that was subject to Hong Kong profits tax during the year ended December 31, 2022, 2023,
2024 and the six months ended June 30, 2024 and 2025.
PRC Enterprise Income Tax
Income tax provision of our Group in respect of operations in mainland China has been
calculated at the applicable tax rate on the estimated assessable profits for the period, based on
the existing legislation, interpretations and practices in respect thereof. The general corporate
income tax rate in the PRC is 25%. Certain subsidiaries of our Group in the PRC were qualified
as “high and new technology enterprises” and were subject to a preferential income tax rate of
15%.
Certain subsidiaries of our Group in the PRC were qualified as “Small Low-Profit
Enterprise”. “Small Low-Profit Enterprise” was entitled to a preferential income tax rate that
was calculated in accordance with the two-tiered profits tax rates regime. From 1 January 2019
to 31 December 2020, under the two-tiered profits tax rates regime, the first RMB1,000,000 of
the taxable income of qualified entities are taxed at 5%, and the taxable income above
RMB1,000,000 and less than RMB3,000,000 are taxed at 10%. From 1 January 2021 to 31
December 2022, the first RMB1,000,000 of the taxable income of qualified entities are taxed
at 2.5%, and the taxable income above RMB1,000,000 and less than RMB3,000,000 are taxed
at 10%. Thus the subsidiaries were subject to a preferential income tax rate of 5% or 10% in
2020 and 2.5% or 10% in 2021 and 2022. From 1 January 2023 to 31 December 2027, Small
Low-Profit Enterprise with taxable income less than RMB3,000,000 are taxed at 5%.
Thailand Corporate Income Tax
The Group’s subsidiary in Thailand is subject to Thailand CIT which is calculated based
on the applicable tax rate of 20% on the assessable profits of the subsidiaries in accordance
with Thailand tax laws and regulations for the reporting period.
PRC Withholding Tax (“WHT”)
According to the New Corporate Income Tax Law (“New EIT Law”), distribution of
profits earned by PRC companies since 1 January 2008 to foreign investors is subject to
withholding tax of 5% or 10%, depending on if the foreign investor is considered as the
beneficial owner of the dividend according to the double tax treaty (agreement) between China
and the jurisdiction of incorporation of the foreign investor, upon the distribution of profits to
overseas-incorporated immediate holding companies.
FINANCIAL INFORMATION
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During the year ended December 31, 2022, 2023, 2024 and the six months ended June 30,
2025, we do not have any plan to require our PRC subsidiaries to distribute their retained
earnings to foreign investors and intends to retain them to operate and expand our business in
the PRC. Accordingly, no deferred income tax liability on WHT was accrued as at the end of
each reporting period.
DISCUSSION OF RESULTS OF OPERATIONS
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Revenue
Our revenue increased by 24.4% from RMB421.0 million in the six months ended June
30, 2024 to RMB523.6 million during the same period in 2025, primarily attributable to the
increase of our SaaS revenue by 24.6% from RMB406.6 million to RMB506.5 million over the
same periods, driven by the growing revenue from existing customers as well as the continuous
acquisition of new customers.
Cost of Sales
Our cost of sales increased by 4.2% from RMB141.6 million in the six months ended June
30, 2024 to RMB147.6 million during the same period in 2025, primarily attributable to the
increase of commission to implementation engineers from RMB33.7 million to RMB39.1
million, driven by our continuous business expansion.
Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit increased by 34.6% from RMB279.4 million
in the six months ended June 30, 2024 to RMB376.1 million during the same period in 2025.
Our gross profit margin increased from 66.4% in the six months ended June 30, 2024 to 71.8%
during the same period in 2025, primarily due to our economies of scale.
Selling and Marketing Expenses
Our selling and marketing expenses increased from RMB170.6 million in the six months
ended June 30, 2024 to RMB189.0 million during the same period in 2025, primarily due to
increase of employee benefit expenses from RMB139.5 million in the six months ended June
30, 2024 to RMB154.7 million during the same period in 2025, as a result of our business
growth. Our selling and marketing expenses accounted for 40.5% and 36.1% of our total
revenue in the six months ended June 30, 2024 and 2025, respectively. Such decrease was
primarily due to our enhanced sales and marketing efficiency and economies of scale.
FINANCIAL INFORMATION
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General and Administrative Expenses
Our general and administrative expenses remained relatively stable at RMB45.1 million
in the six months ended June 30, 2024 and RMB49.0 million during the same period in 2025.
Research and Development Expenses
Our research and development expenses increased from RMB112.1 million in the six
months ended June 30, 2024 to RMB115.4 million during the same period in 2025, primarily
in relation to the continuing development of our products.
Provision for Impairment Loss on Financial Assets
Our provision for impairment loss on financial assets increased from RMB10 thousand in
the six months ended June 30, 2024 to RMB0.6 million during the same period in 2025, mainly
attributable to higher level of allowance recognized in line with the growth of our business.
Other Income
Our other income increased from RMB3.4 million in the six months ended June 30, 2024
to RMB3.8 million during the same period in 2025, primarily due to the increase of interest
income derived from time deposits from nil in the six months ended June 30, 2024 to RMB1.0
million during the same period in 2025.
Other Gains/(Loss) – Net
We recorded other loss – net shifted from RMB2.9 million in the six months ended June
30, 2024 to other gains – net of RMB1.2 million during the same period in 2025, primarily
attributable to a shift of fair value loss of unlisted equity investments of RMB8.1 million in the
six months ended June 30, 2024 to fair value gain of unlisted equity investments of RMB2.0
million during the same period in 2025, mainly due to changes in the valuation of our unlisted
equity investments.
Operating Income/(Loss)
As a result of the foregoing, our operating loss shifted from RMB48.0 million in the six
months ended June 30, 2024 to operating income of RMB27.1 million during the same period
in 2025. Such change was primarily attributable to (i) our improved gross profit margin as a
result of economies of scale, and (ii) our enhanced operating efficiency, reflected by a decrease
of selling and marketing expenses, general and administrative expenses and research and
development expenses in terms of percentage to revenue.
FINANCIAL INFORMATION
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Finance Income – Net
We recorded finance income – net remained relatively stable, being RMB4.8 million in
the six months ended June 30, 2024 and RMB4.5 million during the same period in 2025.
Loss on Convertible Redeemable Preferred Shares
We incurred loss on convertible redeemable preferred shares of RMB14.3 million in the
six months ended June 30, 2024, as compared to RMB72.5 million during the same period in
2025, primarily due to the fair value change of convertible redeemable preferred shares and
gain or loss from modification of terms of the redemption rights.
Share of Net (Loss)/Gain of Investments Accounted for Using Equity Method
Our share of net loss of investments accounted for using equity method shifted from
RMB2.7 million in the six months ended June 30, 2024 to gain of RMB0.6 million during the
same period in 2025, which relates to the operational and financial performance of our
associates we invested in.
Income Tax Credit/(Expense)
We recorded income tax expense of RMB0.1 million in the six months ended June 30,
2024 and income tax credit of RMB0.8 million during the same period in 2025, primarily due
to the recognition of deferred income tax assets.
Loss for the Period
As a result of the foregoing, our loss for the period amounted to RMB60.3 million in the
six months ended June 30, 2024 shifted to loss for the period amounted to RMB39.5 million
during the same period in 2025. Our net loss margin of 14.3% in the six months ended June
30, 2024 shifted to net loss margin of 7.6% during the same period in 2025.
Y ear Ended December 31, 2024 Compared to Y ear Ended December 31, 2023
Revenue
Our revenue increased by 30.5% from RMB697.2 million in 2023 to RMB909.8 million
in 2024, primarily attributable to the increase of our SaaS revenue by 31.0% from RMB669.9
million to RMB877.5 million over the same periods, driven by the expansion of our customer
base and our successful customer retention.
FINANCIAL INFORMATION
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Cost of Sales
Our cost of sales increased by 9.3% from RMB262.6 million in 2023 to RMB286.9
million in 2024, primarily attributable to the increase of cloud servicer fees and technical
services fees from RMB75.7 million to RMB95.1 million, driven by our business expansion.
Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit increased by 43.3% from RMB434.6 million
in 2023 to RMB622.9 million in 2024. Our gross profit margin increased from 62.3% in 2023
to 68.5% in 2024, primarily because of economies of scale and improvement of implementation
efficiency. As our business grows, our recurring customers, which typically require less
implementation costs compared to new customers, made large contributions to our revenue,
and as a result, the growth of our revenue outpaced the increase of our cost of sales.
Selling and Marketing Expenses
Our selling and marketing expenses increased from RMB344.0 million in 2023 to
RMB369.9 million in 2024, primarily due to increase of employee benefit expenses, including
compensation paid to our sales and customer support personnel, from RMB279.0 million in
2023 to RMB302.9 million in 2024, in line with our business growth. Our selling and
marketing expenses accounted for 49.3% and 40.7% of our total revenue in 2023 and 2024,
respectively. Such decrease was primarily due to the improvement of our sales and marketing
efficiency and economies of scale.
General and Administrative Expenses
Our general and administrative expenses decreased from RMB131.4 million in 2023 to
RMB90.5 million in 2024, primarily attributable to (i) a decrease in employee benefit
expenses, including compensation paid to our general and administrative personnel from
RMB72.5 million in 2023 to RMB54.9 million in 2024, primarily because we offered higher
compensation in 2023 to award these personnel, and (ii) a decrease in listing expenses from
RMB25.3 million to RMB9.2 million.
Research and Development Expenses
Our research and development expenses remained stable in 2023 and 2024, being
RMB233.9 million and RMB239.8 million, respectively.
Provision for Impairment Loss on Financial Assets
Our provision for impairment loss on financial assets remained relatively stable from
RMB0.1 million in 2023 to RMB0.2 million in 2024.
FINANCIAL INFORMATION
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Other Income
Our other income, mainly consisting of (i) government grants, and (ii) interest income
derived from time deposits, decreased from RMB32.9 million in 2023 to RMB15.1 million in
2024. Government grants decreased from RMB24.6 million in 2023 to RMB14.1 million in
2024, primarily due to government’s reduction in the allocation of such grants. Interest income
from time deposits decreased from RMB3.2 million to nil primarily due to our redemption of
time deposits.
Other Gains/(Loss) – Net
We recorded other gains – net decreased from RMB2.6 million in 2023 to RMB0.3
million in 2024, primarily attributable to a decrease in fair value gain of unlisted equity
investments, due to the financial performance of certain associates we invested in.
Operating Loss
As a result of the foregoing, our operating loss decreased by 74.1% from RMB239.4
million in 2023 to RMB62.1 million in 2024, and our operating loss margin narrowed from
34.3% in 2023 to 6.8% in 2024. Such decrease was primarily attributable to (i) our improved
gross profit margin as a result of economies of scale, and (ii) our improved operating
efficiency, reflected by a decrease of selling and marketing expenses, general and
administrative expenses and research and development expenses in terms of percentage to
revenue.
Finance Costs – Net
We recorded finance costs – net of RMB6.9 million in 2023 and finance income – net of
RMB5.4 million in 2024, which was primarily attributable to the decrease of interest expense
on financial liabilities to investors from RMB12.4 million in 2023 to nil in 2024, as we no
longer incur such expenses upon completion of Reorganization in 2023.
Loss on Convertible Redeemable Preferred Shares
We incurred loss on convertible redeemable preferred shares of RMB18.5 million in 2024,
as compared to RMB225.4 million in 2023, primarily due to an increase in the fair value of the
preferred shares in connection with our Reorganization in 2023.
FINANCIAL INFORMATION
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Share of Net Loss of Investments Accounted for Using Equity Method
Our share of net loss of investments accounted for using equity method decreased from
RMB18.3 million in 2023 to RMB4.4 million in 2024, which relates to the operational and
financial performance of our associates we invested in.
Income Tax Credit
We recorded income tax credit of nil and RMB90.2 million in 2023 and 2024,
respectively, primarily due to the recognition of deferred income tax assets in 2024 arising
from previously unrecognized tax losses.
(Loss)/Profit for the Y ear
As a result of the foregoing, our loss for the year amounted to RMB490 million in 2023
shifted to profit for the year amounted to RMB10.6 million in 2024. Our net loss margin of
70.3% in 2023 shifted to net profit margin of 1.2% in 2024 primarily due to our narrowed
operating loss margin and increased income tax credit.
Y ear Ended December 31, 2023 Compared to Y ear Ended December 31, 2022
Revenue
Our revenue increased by 33.3% from RMB523.1 million in 2022 to RMB697.2 million
in 2023, primarily attributable to the increase of our SaaS revenue by 34.5% from RMB497.9
million to RMB669.9 million over the same years, driven by the expansion of our customer
base and our successful customer retention. The number of our SaaS customers increased from
45.7 thousand in 2022 to 62.2 thousand in 2023. In 2023, our net dollar retention rate was
114%, indicating that we generated increased revenue from customers retained in 2023.
Cost of Sales
Despite our revenue growth, our cost of sales remained stable in 2022 and 2023, being
RMB249.6 million and RMB262.6 million, respectively.
Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit increased by 58.9% from RMB273.5 million
in 2022 to RMB434.6 million in 2023. Our gross profit margin increased from 52.3% in 2022
to 62.3% in 2023, primarily because of economies of scale and improvement of implementation
efficiency. As our business grows, our recurring customers, which typically require less
implementation costs compared to new customers, made large contributions to our revenue,
and as a result, the growth of our revenue outpaced the increase of our cost of sales.
FINANCIAL INFORMATION
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Selling and Marketing Expenses
Our selling and marketing expenses increased slightly from RMB314.3 million in 2022
to RMB344.0 million in 2023 primarily attributable to the increase of employee benefit
expenses, including compensation paid to our sales and customer support personnel, from
RMB261.9 million in 2022 to RMB279.0 million in 2023, in line with our business growth.
Our selling and marketing expenses accounted for 60.1% and 49.3% of our total revenue
in 2022 and 2023, respectively. Such decrease was primarily due to the improvement of our
sales and marketing efficiency and economies of scale.
General and Administrative Expenses
Our general and administrative expenses increased by 34.0% from RMB98.1 million in
2022 to RMB131.4 million in 2023, primarily attributable to (i) the increase of listing expenses
from nil to RMB25.3 million due to the expenses mainly related to this Listing and Global
Offering, and (ii) the increase of employee benefit expenses from RMB58.6 million to
RMB72.5 million primarily due to the one-off incentive compensations to managerial
employees in 2023 as a result of our improved financial performance in 2023.
Research and Development Expenses
Our research and development expenses remained stable in 2022 and 2023, being
RMB234.3 million and RMB233.9 million, respectively.
Provision for Impairment Loss on Financial Assets
Our provision for impairment loss on financial assets increased from RMB25 thousand in
2022 to RMB0.1 million in 2023.
Other Income
Our other income, mainly consisting of (i) government grants, and (ii) interest income
derived from time deposits, increased from RMB22.1 million in 2022 to RMB32.9 million in
2023.
Other Gains/(Loss) – Net
We recorded other gains – net of RMB2.6 million in 2023, as compared to other loss –
net of RMB18.5 million in 2022, primarily because of increases in fair value of unlisted equity
investments and wealth management products.
FINANCIAL INFORMATION
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Operating Loss
As a result of the foregoing, our operating loss decreased by 35.2% from RMB369.7
million in 2022 to RMB239.4 million in 2023, and our operating loss margin narrowed from
70.7% in 2022 to 34.3% in 2023. Such decrease was primarily attributable to (i) our improved
gross profit margin as a result of economies of scale, and (ii) our improved operating
efficiency, reflected by a decrease of selling and marketing expenses and research and
development expenses in terms of percentage to revenue.
Finance Costs – Net
Our finance costs – net decreased by 93.2% from RMB102.2 million in 2022 to RMB6.9
million in 2023, which was primarily attributable to the decrease of interest expense on
financial liabilities to investors from RMB103.1 million in 2022 to RMB12.4 million in 2023.
Our finance costs – net primarily consist of interest expense on financial liabilities to investors,
which is a non-cash item, non-operational in nature and will not recur upon completion of
reorganization.
Loss on Convertible Redeemable Preferred Shares
We incurred loss on of convertible redeemable preferred shares of RMB225.4 million in
2023, as compared to nil in 2022, in connection with our Reorganization in 2023.
Share of Net Loss of Investments Accounted for Using Equity Method
Our share of net loss of investments accounted for using equity method, which relates to
the operational and financial performance of our associates in which we invested, decreased
from RMB35.2 million in 2022 to RMB18.3 million in 2023.
Loss for the Y ear
As a result of the foregoing, our loss for the year decreased by 3.4% from RMB507.1
million in 2022 to RMB490.0 million in 2023. Our net loss margin narrowed from 96.9% in
2022 to 70.3% in 2023 primarily due to our narrowed operating loss margin.
FINANCIAL INFORMATION
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DISCUSSION OF SELECTED ITEMS FROM THE CONSOLIDATED BALANCE
SHEETS
The table below sets forth selected information from our consolidated balance sheets as
of the dates indicated, which has been extracted from the Accountant’s Report included in
Appendix I to this Prospectus:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
ASSETS
Total non-current assets 672,720 594,038 635,493 700,394
Total current assets 785,792 1,149,074 1,579,832 1,180,513
LIABILITIES
Total non-current liabilities 1,958,789 996,970 1,166,756 1,254,236
Total current liabilities 1,012,790 4,419,363 4,698,065 4,309,814
Non-controlling interests (3,171) (6,639) (8,208) (6,606)
Net liabilities (1,513,067) (3,673,221) (3,649,496) (3,683,143)
Net current liabilities (226,998) (3,270,289) (3,118,233) (3,129,301)
FINANCIAL INFORMATION
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Current Assets and Liabilities
The following table sets forth our current assets and liabilities as of the dates indicated:
As of December 31,
As of
June 30,
As of
August 31,
2022 2023 2024 2025 2025
(unaudited)
(RMB in thousands)
Current assets
Inventories 347 465 523 324 93
Contract acquisition costs 85,498 125,575 139,494 146,018 142,677
Financial assets at fair
value through profit or
loss 6,50 0––– 200,742
Financial assets at fair
value through other
comprehensive income 150,00 0––– –
Trade and other receivables 102,547 98,919 190,447 237,910 208,198
Prepayments 14,241 26,788 64,092 65,430 72,502
Restricted cash – – 100,000 – –
Cash and cash equivalents 426,659 897,327 1,085,276 730,831 472,139
Total current assets 785,792 1,149,074 1,579,832 1,180,513 1,096,351
Current liabilities
Trade and other payables 474,611 654,726 749,766 768,018 699,360
Contract liabilities 530,377 624,958 795,073 855,268 844,818
Lease liabilities 7,802 11,778 9,315 11,256 12,267
Convertible redeemable
preferred shares* – 3,127,901 3,143,911 2,675,272 2,675,272
Total current liabilities 1,012,790 4,419,363 4,698,065 4,309,814 4,231,717
Net current liabilities (226,998) (3,270,289) (3,118,233) (3,129,301) (3,135,366)
* Amendment to IAS 1, “Classification of Liabilities as Current or Non-current” which was effective on
1 January 2024 and has been applied retrospectively throughout the Track Record Period. As a result of
adoption of this amendment, all the Convertible redeemable preferred shares were classified as current
liabilities and the comparative figures in Track Record Period were classified as current liabilities as
well.
FINANCIAL INFORMATION
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Our net current liabilities remained relatively stable from RMB3,118.2 million as of
December 31, 2024 to RMB3,129.3 million as of June 30, 2025, and further to RMB3,135.4
million as of August 31, 2025.
Our net current liabilities slightly decreased from RMB3,270.3 million as of December
31, 2023 to RMB3,118.2 million as of December 31, 2024, primarily due to (i) an increase of
restricted cash from nil to RMB100.0 million, mainly as a result of our purchase of wealth
management products; (ii) an increase of trade and other receivables from RMB98.9 million to
RMB190.4 million, driven by our business expansion and the notable growth in revenue; and
(iii) an increase of cash and cash equivalents from RMB897.3 million to RMB1,085.3 million,
which is in line with our cash management and reserve strategy. The change was partially offset
by an increase in contract liabilities from RMB625.0 million to RMB795.1 million, primarily
attributable to our growing customer base and increasing market recognition.
The significant increase of our net current liabilities from RMB227.0 million as of
December 31, 2022 to RMB3,270.3 million as of December 31, 2023 was mainly due to the
reclassification of convertible redeemable preferred shares from non-current liabilities to
current liabilities. As of December 31, 2023, we recorded convertible redeemable preferred
shares of RMB3,127.9 million in our current liabilities. According to an amendment to IAS 1,
“Classification of Liabilities as Current or Non-current” effective for reporting periods
beginning on or after January 1, 2024, all convertible redeemable preferred shares were
classified as current liabilities as of December 31, 2023.
We expect to improve our net current liabilities position as (i) we expect to further
improve our operating cash flow as a result of our enhanced profitability, and (ii) we expect
to receive the net proceeds from the Global Offering. Specifically, in 2023, we recorded net
operating cash inflows of RMB210.4 million, increased from net operating cash inflows of
RMB78.7 million in 2022, illustrating our improving profitability and operating efficiency. We
believe that our efforts to improve profitability will also have positive impacts on our operating
cash inflows, which will in turn improve our net current liabilities position.
Assets
Contract Acquisition Costs
We capitalize sales commissions paid to our direct sales force and sales agents that had
a direct and incremental relationship to obtain a contract as contract acquisition cost and
amortize the capitalized amounts when the related revenue is recognized. Our contract
acquisition costs increased from RMB313.0 million as of December 31, 2022 to RMB374.3
million as of December 31, 2023, further increased RMB398.0 million as of December 31,
2024, and subsequently increased to RMB410.5 million as of June 30, 2025, respectively,
primarily due to the increase of contracts obtained in line with our business growth. We had
not experienced any material recoverability issues for our contract acquisition costs and do not
anticipate to have any material recoverability issues for our contract acquisition costs because
our business operation is sustainable, and we do not anticipate material adverse changes in our
relationships with relevant customers.
FINANCIAL INFORMATION
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Investments Accounted for Using Equity Method
The investments accounted for using equity method relate to our equity investments in
associates. Our associates primarily includes private companies that engage in SaaS businesses
that are complementary to ours. Our investments accounted for using equity method slightly
decreased from RMB117.8 million as of December 31, 2022 to RMB99.5 million as of
December 31, 2023, further decreased to RMB84.9 million as of December 31, 2024 and
subsequently decreased to RMB53.2 million as of June 30, 2025, as a result of the operational
and financial performance of our associates in which we invested, and disposal of certain
investments.
Our material associate during the Track Record Period (the “Associate”) provides
decision-making services to assist their clients in marketing. We invested in the Associate to
leverage its expertise in order to provide more value for e-commerce customers that need
marketing services. The founder of the Associate has worked in a leading e-commerce platform
in the U.S. and accumulated insights and experiences in the e-commerce industry, which
further adds to the synergy with our business. For details about our associates and their
business performance, see Note 18 to the Accountant’s Report included in Appendix I to this
Prospectus.
We have been in the past, and expect to continue, prudently evaluating and considering
a wide array of potential investments in emerging businesses that are complementary to our
business to implement our long-term growth strategy, develop our products and expand and
penetrate the industry verticals we cover. We select our investment target companies based on
the industry in which the target operates, the target’s strength of technology and solutions, the
target’s business and financial performance and the synergy between the target and us. During
the Track Record Period, we made minority equity investments in certain private companies,
which are accounted for using equity method. We undertake prudent evaluation and approval
process in making investment decisions. Our investment managers conduct preliminary due
diligence and evaluation on potential investment opportunities presented, and submit the
targets that meet our selection criteria for preapproval by our CEO. Upon our CEO’s
preapproval, we organize a project working group and engage third-party professionals to
conduct comprehensive due diligence, negotiate with the target company and evaluate risks
associated with the investment. Investment agreements will be subject to review and approval
by our investment managers and the project working group before execution. The payment
process is also subject to the approval matrix of our finance management system. After making
an investment, we typically conduct on-site visits at our investee companies on a regular basis
and report their operational and financial results regularly, continuing to monitor their business
performance.
FINANCIAL INFORMATION
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Financial Assets at Fair V alue through Profit or Loss
Our current financial assets at fair value through profit or loss represent wealth
management product. Our non-current financial assets at fair value through profit or loss relate
to our wealth management products and long-term equity investments. Our financial assets at
fair value through profit or loss decreased from RMB213.0 million as of December 31, 2022
to RMB131.8 million as of December 31, 2023, primarily due to repurchase of equity interests
by one of our investees. Our financial assets at fair value through profit or loss slightly
decreased to RMB121.0 million as of December 31, 2024, which mainly attribute to the result
of investees’s operational result, and also the change in market interest rate and capital
markets. Our financial assets at fair value through profit or loss remained relatively stable at
RMB123.0 million as of June 30, 2025.
We primarily invest in wealth management products with relatively low risks and the
proposed investment must not interfere with our daily operation and business prospects. Our
finance department is responsible for managing our investments in wealth management
products. Our investment strategy related to wealth management products aims to minimize the
financial risks by reasonably and conservatively matching the maturities of the portfolio to
anticipated operating cash needs, and to generate investment returns for the benefits of our
Shareholders. We make investment decisions related to wealth management products on a
case-by-case basis after thoroughly considering a number of factors, including but not limited
to macro-economic environment, general market conditions and the expected profit or potential
loss of the investment. After the Listing, we intend to continue our investment in wealth
management products strictly in compliance with internal policies and guidelines, Articles of
Association, and the requirements under Chapter 14 of the Listing Rules.
Our long-term equity investments include our investments in emerging businesses that are
complementary to our business to implement our long-term growth strategy, see also “—
Investments Accounted for Using Equity Method.”
In relation to the valuation of the financial assets and liabilities at fair value through profit
or loss categorized within level 3 of fair value measurement, our Directors (i) carried out
independent and sufficient investigation to understand the nature of the financial instruments
in considering the merits of the proposed investment; (ii) reviewed the terms of investment
agreements; (iii) engaged independent and qualified valuers, which are qualified for providing
valuation services under application laws and regulations in PRC, provided necessary financial
and non-financial information so as to enable the valuer to perform valuation procedures and
discussed with the valuer on relevant assumptions to determine the fair value of our investment
in the level 3 financial instruments; and (iv) reviewed the key assumptions with respect to the
valuation exercise, the valuation working papers and results prepared by the valuer. Based on
the aforesaid procedures, the Directors are of the view that the valuation analysis is fair and
reasonable, and our financial statements are properly prepared. In addition, we have a team that
manages the valuation of level 3 instruments for financial reporting purposes. The team
manages the valuation exercise of the investments on a case by case basis. At least once every
year, the team would use valuation techniques to determine the fair value of our level 3
financial instruments.
FINANCIAL INFORMATION
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The Reporting Accountant has carried out necessary audit procedures in accordance with
Hong Kong Standard on Investment Circular Reporting Engagement 200 “Accountants’
Reports on Historical Financial Information in Investment Circulars” issued by the Hong Kong
Institute of Certified Public Accountants. The Reporting Accountant’s opinion on the Historical
Financial Information, as a whole, of the Group for the Track Record Period is set out on pages
I-1 to I-3 of Appendix I to this Prospectus.
In relation to the valuation of the financial assets and liabilities at fair value through profit
or loss categorized within level 3 of fair value measurement, the Joint Sponsors have conducted
relevant due diligence work, including but not limited to, (i) reviewed relevant notes in the
Accountant’s Report set forth in Appendix I to the Prospectus; (ii) discussed with the Company
to understand (a) the procedures performed for such valuation, (b) key basis and assumptions
taken into consideration with respect to the valuation exercise, and (c) the internal control
measures and process undertaken by the Company for reviewing the such valuation; (iii)
discussed with the Reporting Accountant and the valuer on their respective work performed in
this regard. Having considered the work done by the Directors and the Reporting Accountant
and the due diligence work carried out by the Joint Sponsors, nothing has come to the attention
of the Joint Sponsors that would cause them to reasonably disagree with the views of Directors
and Reporting Accountant above.
Financial Assets at Fair V alue through Other Comprehensive Income
Our financial assets at fair value through other comprehensive income represent our time
deposits that are held for collection of contractual cash flows and for selling the financial
assets. Our financial assets at fair value through other comprehensive income decreased from
RMB170.0 million as of December 31, 2022 to nil as of December 31, 2023, primarily due to
the disposal of a negotiable certificate of time deposit, which resulted in the reclassification of
such financial asset into cash. Our financial assets at fair value through other comprehensive
income remained at nil as of December 31, 2024. Our financial assets at fair value through
other comprehensive income subsequently increased to RMB101.0 million as of June 30, 2025,
primarily due to the purchase of time deposits in the six months ended June 30, 2025.
Prepayments
Our prepayments consist primarily of prepayments for cloud server fees. Our
prepayments increased from RMB81.8 million as of December 31, 2022 to RMB103.2 million
as of December 31, 2023, further increased to RMB121.7 million as of December 31, 2024,
primarily due to the increase in prepayments for cloud server fees. Our prepayments
subsequently decreased to RMB116.8 million as of June 30, 2025, mainly attributable to
capitalization of listing expenses and the periodic renewal of server prepayments.
Trade and Other Receivables
Our trade receivables represent the amounts due from our customers for the products sold
or services performed in our ordinary course of business. Our other receivables consist
primarily of receivables due from e-commerce platforms.
FINANCIAL INFORMATION
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While our customers typically enter into contracts with us in privity and pay us full
amount of service fees, in most cases, they also need to pay authorization fees to e-commerce
platforms to grant each of their online stores access to our products. The e-commerce platforms
will transfer authorization fees they received from merchants to us, and we will refund such
fees to merchants after checking their payment status. Our receivables due from e-commerce
platforms represent authorization fees to be settled by e-commerce platforms in the aforesaid
process.
The receivables due from e-commerce platforms increased from RMB71.6 million as of
December 31, 2022 to RMB81.5 million as of December 31, 2023, further increased to
RMB173.6 million as of December 31, 2024, and subsequently increased to RMB214.3 million
as of June 30, 2025, primarily because the authorization fees on account increased as customer
orders for our products increased, driven by the growth of our business scale.
The following table sets forth the details 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 and other receivables
Trade receivables – net 2,697 4,350 5,110 5,643
Other receivables
– Receivables due from
e-commerce platforms 71,572 81,507 173,564 214,320
– Other receivables due
from related parties 18,319 1,578 – –
– Receivables from
disposal of an associate – – – 6,140
– Staff advances 4,085 4,921 5,141 5,300
– Deposits 6,772 6,724 6,714 6,820
– Others 173 202 328 322
– Less: provision for loss
allowance of receivables (1,071) (363) (410) (635)
Other receivables, net 99,850 94,569 185,337 232,267
Total 102,547 98,919 190,447 237,910
FINANCIAL INFORMATION
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Other receivables due from related parties represent (i) unsecured loans, with an interest
rate of 4.35% and are generally repayable on demand, to Mr. Luo and Mr. Cen, and (ii)
receivables from issues of shares of the Company pursuant to the Reorganisation, which were
fully repaid in July 2023. The interest-bearing other receivables due from related parties are in
compliance with the relevant laws and regulations. The loan to Mr. Luo was fully repaid in
August 2023, and the loan to Mr. Cen was fully repaid in January 2024.
The turnover days of our trade receivables remained stable in 2022, 2023, 2024 and the
six months ended June 30, 2025, being 2.2 days, 1.8 days, 1.9 days and 1.6 days, respectively.
Trade receivables turnover days for a period equals the average of the opening and closing
trade receivables balance divided by revenue for the relevant period and multiplied by the
number of days in the relevant period.
Throughout the Track Record Period, we have not experienced material recoverability
issues for our trade and other receivables. As of August 31, 2025, RMB217.6 million, or 90.8%,
of our trade and other receivables as of June 30, 2025 had been subsequently settled.
Cash and Cash Equivalents
Our cash and cash equivalents consist of cash at bank, cash equivalents and cash on hand.
Our cash and cash equivalents increased from RMB426.7 million as of December 31, 2022 to
RMB897.3 million as of December 31, 2023, further increased to RMB1,085.3 million as of
December 31, 2024, primarily attributable to the net cash generated from operating activities
as well as net cash generated from investing activities. Our cash and cash equivalents
subsequently decreased to RMB730.8 million as of June 30, 2025, mainly due to the
redemption of convertible redeemable preferred shares.
Liabilities
Contract Liabilities
We recognize contract liabilities when we receive or have the unconditional right to
receive consideration from customers in advance of performance of service contracts. Since we
typically require prepayments from our customers before we grant them access to our SaaS
products, we recorded significant contract liabilities during the Track Record Period. Our
contract liabilities increased from RMB1,286.1 million as of December 31, 2022 to
RMB1,604.5 million as of December 31, 2023, further increased to RMB1,955.0 million as of
December 31, 2024, and subsequently increased to RMB2,107.6 million as of June 30, 2025,
primarily due to the increase of contracts to be performed driven by our business growth. As
of August 31, 2025, RMB171.2 million, or 8.1%, of our contract liabilities as of June 30, 2025
had been subsequently settled.
FINANCIAL INFORMATION
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Financial Liabilities to Investors
Our financial liabilities to investors represent the paid-in capital with preferred rights
held by certain investors. Our financial liabilities to investors decreased from RMB1,200.7
million as of December 31, 2022 to nil, nil and nil as of December 31, 2023, 2024 and June
30, 2025, respectively, primarily because such financial liabilities were transferred to
convertible redeemable preferred shares due to our Reorganization.
Convertible Redeemable Preferred Shares
On February 21, 2023, for the purpose of reflecting and mirroring the shareholding
structure of Shanghai Jushuitan before the Reorganization, the Company issued preferred
shares entitled to purchase preferred shares to the nominees of the Pre-Reorganization
Shareholders. Accordingly, we recorded convertible redeemable preferred shares of
RMB3,127.9 million, RMB3,143.9 million and RMB2,675.3 million as of December 31, 2023,
2024 and June 30, 2025, respectively. We do not expect to record any further convertible
redeemable preferred shares as such preferred shares will be re-designated from liabilities to
equity as a results of the automatic conversion into ordinary shares upon the completion of the
Global Offering.
Trade and Other Payables
Our trade and other payables consist primarily of (i) staff salaries and welfare payables,
and (ii) authorization fees to be refunded to customers, see also “—Assets—Trade and Other
Receivables” for details of arrangements on authorization fees and authorization fee
receivables due from e-commerce platforms. Our trade and other payables increased from
RMB474.6 million as of December 31, 2022 to RMB654.7 million as of December 31, 2023,
primarily due to (i) the increased authorization fees to be refunded, mainly as a result of the
growth of our business scale, and (ii) the increase of staff salaries and welfare payables as a
result of our business expansion. Our trade and other payables increased from RMB654.7
million as of December 31, 2023 to RMB749.8 million as of December 31, 2024, primarily due
to an increase in authorization fees to be refunded to customers from RMB335.5 million in
2023 to RMB417.6 million in 2024, driven by the growth in the number of customers and their
stores. The increase was partially offset by a decrease in staff salaries and welfare payables
from RMB227.6 million in 2023 to RMB223.5 million in 2024. Our trade and other payables
remained relatively stable from RMB749.8 million as of December 31, 2024 to RMB768.0
million as of June 30, 2025.
The authorization fees to be refunded increased from RMB195.0 million as of December
31, 2022 to RMB335.5 million as of December 31, 2023, further increased to RMB417.6
million as of December 31, 2024, and subsequently increased to RMB479.8 million as of June
30, 2025, primarily because the authorization fees on account increased as customer orders for
our products increased, driven by the growth of our business scale. The following table sets
forth the movement of the authorization fees to be refunded for the periods indicated.
FINANCIAL INFORMATION
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For the Y ear Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
(unaudited)
(RMB in thousands)
Balance at the
beginning of the
period 49,515 194,982 335,524 335,524 417,643
– Addition 1,046,084 1,397,018 1,807,489 894,726 1,086,524
– Refunded (900,617) (1,256,476) (1,725,370) (869,553) (1,024,319)
Balance at the end
of the period 194,982 335,524 417,643 360,697 479,848
The following table sets forth the ageing analysis for the balances of the authorization
fees to be refunded as of the dates indicated.
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Authorization fees to be
refunded
– Less than 1 year 194,982 335,524 417,643 479,848
For such authorization fees, we had net payables for authorization fees to be refunded to
customers of RMB123.4 million as of December 31, 2022 and RMB254.0 million as of
December 31, 2023, primarily because customer orders for our products increased, driven by
the growth of our business scale. Our net payables for authorization fees to be refunded to
customers remained relatively stable from RMB254.0 million as of December 31, 2023 to
RMB244.1 million as of December 31, 2024. As of June 30, 2025, our net payables for
authorization fees to be refunded to customers increase to RMB265.5 million from RMB244.1
million as of December 31, 2024, primarily because of an expansion of our customer base.
FINANCIAL INFORMATION
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--- page 345 ---
The following table sets forth the details 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 and other payables
Staff salaries and welfare
payables 213,300 227,635 223,501 187,992
Authorization fees to be
refunded 194,982 335,524 417,643 479,848
Accrued taxes other than
income tax 25,737 31,166 27,563 21,516
Commission fee payables 21,455 34,816 46,514 48,424
Employee stock options
exercise fee payables 9,797 11,076 10,854 10,854
Trade payables due to third
parties 1,090 1,297 1,262 1,022
Listing expenses payables – 6,220 11,998 9,787
Other payables and accruals 8,250 6,992 10,431 8,575
Total 474,611 654,726 749,766 768,018
As of December 31, 2022, 2023, 2024 and June 30, 2025, the aging of the trade payables
is mostly within one year. As of August 31, 2025, RMB578.4 million, or 75.3%, of our trade
and other payables as of June 30, 2025 had been subsequently settled.
Lease Liabilities
Lease liabilities represent the present value of outstanding lease payments under our lease
agreements, which primarily relate to our office buildings. We had non-current lease liabilities
of RMB2.3 million, RMB17.4 million, RMB6.9 million and RMB1.9 million as of
December 31, 2022, 2023, 2024 and June 30, 2025, respectively. We had current lease
liabilities of RMB7.8 million, RMB11.8 million, RMB9.3 million and RMB11.3 million as of
December 31, 2022, 2023, 2024 and June 30, 2025, respectively.
FINANCIAL INFORMATION
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--- page 346 ---
KEY FINANCIAL RATIOS
The following table sets forth certain of our key financial ratios for the years/periods
indicated.
For the Y ear Ended/
As of December 31,
For the Six Months
Ended/As of June 30,
2022 2023 2024 2024 2025
(unaudited)
Total revenue
growth (%) 20.7 33.3 30.5 N/A 24.4
Gross profit margin
(%) 52.3 62.3 68.5 66.4 71.8
Net (loss)/profit
margin (%) (96.9) (70.3) 1.2 (14.3) (7.6)
Adjusted net
(loss)/profit
margin
(non-IFRS
measure) (%) (72.5) (29.5) 5.4 (7.9) 9.0
Operating cash
flows before
movements in
working capital
(RMB in
thousands) (298,910) (198,366) (30,155) (20,256) 38,342
Quick ratio 0.8 0.3 0.3 N/A 0.3
The decrease in our quick ratio from 0.8 as of December 31, 2022 to 0.3 as of December
31, 2023, was primarily due to the increase in our total current liabilities, which was mainly
attributable to the reclassification of convertible redeemable preferred shares from non-current
liabilities to current liabilities. As of the same reason, our quick ratio remained at a relatively
low level during the Track Record Period. We do not expect to record any further convertible
redeemable preferred shares as such preferred shares will be re-designated from liabilities to
equity as a results of the automatic conversion into ordinary shares upon the completion of the
Global Offering.
FINANCIAL INFORMATION
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--- page 347 ---
LIQUIDITY AND CAPITAL RESOURCES
We have historically funded our cash requirements from cash from operating activities,
investing activities and financing activities in a balanced manner. We intend to finance our
future capital requirements in the same manner after the Global Offering. We do not anticipate
any changes to the availability of financing to fund our operation in the future.
Working Capital
Taking into account (i) the financial resources available to us, including cash and cash
equivalents of RMB730.8 million as of June 30, 2025, and (ii) the portion of the estimated net
proceeds from the Global Offering expected to be used for working capital and general
corporate purposes, our Directors believe that we have sufficient working capital for our
present requirements and for the next 12 months from the date of this Prospectus.
Cash Flows
The following table presents our consolidated cash flow data for the years/periods
presented.
For the Y ear
Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
(unaudited)
(RMB in thousands)
Operating cash flows
before movements in
working capital (298,910) (198,366) (30,155) (20,256) 38,342
Changes in working
capital 377,621 408,747 309,414 22,232 121,587
Income tax paid – – (89.0) (74.0) –
Net cash generated from
operating activities 78,711 210,381 279,170 1,902 159,929
Net cash generated
from/(used in)
investing activities (174,415) 280,984 (77,252) 16,076 32,599
Net cash used in
financing activities (12,852) (20,665) (13,175) (7,767) (547,133)
Net (decrease)/
increase in
cash and cash
equivalents (108,556) 470,700 188,743 10,211 (354,605)
FINANCIAL INFORMATION
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--- page 348 ---
For the Y ear
Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
(unaudited)
(RMB in thousands)
Effect of exchange rate
changes 622 (32) (794) 134 160
Cash and cash
equivalents at
beginning of the year 534,593 426,659 897,327 897,327 1,085,276
Cash and cash
equivalents at end of
the year 426,659 897,327 1,085,276 907,672 730,831
During the Track Record Period and up to the Latest Practicable Date, our principal
sources of liquidity have been cash generated from operating activities.
Operating Activities
Net cash generated from operating activities was RMB159.9 million in the six months
ended June 30, 2025. The difference between our loss before income tax for the period of
RMB40.3 million and the net cash generated from operating activities, after adjustments of
certain non-cash and non-operating items, was mainly due to (i) increase in contract liabilities
of RMB152.6 million, primarily due to the increase of contracts to be performed driven by our
business growth, and (ii) fair value change on convertible redeemable preferred shares of
RMB72.5 million. The foregoing changes were partially offset by increase in trade and other
receivables of RMB41.8 million, primarily due to the increased receivables due from
e-commerce platforms, mainly as a result of the growth of our business scale.
Net cash generated from operating activities was RMB279.2 million in 2024. The
difference between our loss before income tax for the period of RMB79.6 million and the net
cash generated from operating activities, after adjustments of certain non-cash and non-
operating items, was mainly due to (i) increase in contract liabilities of RMB350.4 million,
primarily due to the increase of contracts to be performed driven by our business growth, (ii)
fair value change on convertible redeemable preferred shares of RMB18.5 million, and (iii)
share-based payments for employees of RMB1.1 million. The foregoing changes were partially
offset by (i) increase in trade and other receivables of RMB93.3 million, primarily due to the
increased receivables due from e-commerce platforms, mainly as a result of the growth of our
business scale, and (ii) decrease in trade and other payables primarily due to a decrease in staff
salaries and welfare payables.
FINANCIAL INFORMATION
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Net cash generated from operating activities was RMB210.4 million in 2023. The
difference between our loss before income tax for the year of RMB490.0 million and the net
cash generated from operating activities, after adjustments of certain non-cash and non-
operating items, was mainly due to (i) an increase in contract liabilities of RMB318.3 million,
primarily due to the increase of contracts to be performed driven by our business growth, and
(ii) an increase in trade and other payables of RMB178.3 million, primarily due to the
increased authorization fees to be refunded, mainly as a result of the growth of our business
scale. The foregoing changes were partially offset by increase in contract acquisition cost of
RMB61.3 million, primarily due to the increase of contracts obtained in line with our business
growth.
Net cash generated from operating activities was RMB78.7 million in 2022. The
difference between our loss before income tax for the year of RMB507.1 million and the net
cash generated from operating activities, after adjustments of certain non-cash and non-
operating items, was mainly due to (i) an increase in contract liabilities of RMB200.9 million,
primarily due to the increase of contracts to be performed driven by our business growth, and
(ii) an increase in trade and other payables of RMB178.2 million, primarily due to increased
authorization fees to be refunded, mainly as a result of the growth of our business scale;
partially offset by increase in contract acquisition cost of RMB50.2 million, primarily due to
the increase of contracts obtained in line with our business growth.
Investing Activities
Net cash generated from investing activities was RMB32.6 million in the six months
ended June 30, 2025, mainly due to (i) proceeds from redemption of wealth management
product of RMB2,759.3 million, and (ii) decrease in restricted cash of RMB100.0 million,
partially offset by (i) purchase of wealth management product of RMB2,756.6 million, and (ii)
purchase of time deposits of RMB100.0 million.
Net cash used in investing activities was RMB77.3 million in 2024, mainly due to (i)
purchase of wealth management product of RMB4,250.0 million, and (ii) an increase in
restricted cash of RMB100.0 million, partially offset by (i) proceeds from redemption of wealth
management product of RMB4,258.7 million, (ii) disposal of an associate of RMB13.5 million,
and (iii) repayment of loan and interest by related parties of RMB1.6 million.
Net cash generated from investing activities was RMB281.0 million in 2023, mainly due
to (i) redemption of time deposits of RMB190.0 million, and (ii) proceeds from redemption of
wealth management product of RMB91.0 million; partially offset by purchase of wealth
management product of RMB84.3 million.
Net cash used in investing activities was RMB174.4 million in 2022, mainly due to (i)
purchase of wealth management product of RMB1,297.5 million, and (ii) purchase of time
deposits of RMB170.0 million; partially offset by proceeds from redemption of wealth
management product of RMB1,326.2 million.
FINANCIAL INFORMATION
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--- page 350 ---
Financing Activities
Net cash used in financing activities was RMB547.1 million in the six months ended June
30, 2025, mainly due to redemption of conversion redeemable preferred shares of RMB543.3
million.
Net cash used in financing activities was RMB13.2 million in 2024, mainly due to
principal elements and interest elements of lease payments of RMB12.2 million.
Net cash used in financing activities was RMB20.7 million in 2023, mainly due to
principal elements and interest elements of lease payments of RMB12.0 million and payment
for listing expense of RMB6.4 million.
Net cash used in financing activities was RMB12.9 million in 2022, mainly due to
principal elements and interest elements of lease payments of RMB14.8 million.
CAPITAL EXPENDITURES
We did not have any material capital expenditures during the Track Record Period.
INDEBTEDNESS
Our Directors confirm that as of the Latest Practicable Date, there was no material
covenant on any of our outstanding debt and there was no breach of any covenant during the
Track Record Period and up to the Latest Practicable Date. Our Directors further confirm that
our Group did not experience any difficulty in obtaining bank loans and other borrowings,
default in payment of bank loans and other borrowings or breach of covenants during the Track
Record Period and up to the Latest Practicable Date.
Save as disclosed below, we did not have any bank and other loans, or any debt securities
issued and outstanding or agreed to be issued, bank overdraft, borrowing or similar
indebtedness, liabilities under acceptance (other than normal trade bills) or acceptance credits,
debentures, mortgages, charges, hire purchases or finance lease commitments, guarantees or
other material contingent liabilities as of the Latest Practicable Date for our indebtedness
statement. Our Directors confirm that there has not been any material change in our
indebtedness since June 30, 2025 up to the date of this prospectus. As of August 31, 2025, we
had unutilized committed banking credit facilities of RMB100 million.
FINANCIAL INFORMATION
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--- page 351 ---
The following table sets forth our indebtedness as of the dates indicated.
As of December 31,
As of
June 30,
As of
August 31,
2022 2023 2024 2025 2025
(unaudited)
(RMB in thousands)
Lease Liabilities
– Current portion 7,802 11,778 9,315 11,256 12,267
– Non-current portion 2,313 17,443 6,863 1,930 782
Financial Liabilities to
Investors 1,200,71 7––– –
Convertible redeemable
preferred shares – 3,127,901 3,143,911 2,675,272 2,675,272
Total 1,210,832 3,157,122 3,160,089 2,688,458 2,688,321
Lease Liabilities
The following table sets forth our lease liabilities as of the dates indicated.
As of December 31,
As of
June 30,
As of
August 31,
2022 2023 2024 2025 2025
(unaudited)
(RMB in thousands)
Current 7,802 11,778 9,315 11,256 12,267
Non-current 2,313 17,443 6,863 1,930 782
Total 10,115 29,221 16,178 13,186 13,049
Financial Liabilities to Investors
Our financial liabilities to investors were RMB1,200.7 million, nil, nil, nil and nil as of
December 31, 2022, 2023, 2024, June 30, 2025 and August 31, 2025, respectively. See
“—Discussion of Selected Items from the Consolidated Balance Sheets—Financial Liabilities
to Investors.”
FINANCIAL INFORMATION
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Convertible Redeemable Preferred Shares
Our convertible redeemable preferred shares were nil, RMB3,127.9 million, RMB3,143.9
million, RMB3,143.9 million, RMB2,675.3 million and RMB2,675.3 million of December 31,
2022, 2023, 2024, June 30, 2025 and August 31, 2025, respectively. See “—Discussion of
Selected Items from the Consolidated Balance Sheets—Convertible Redeemable Preferred
Shares.” On May 19, 2025, the Shareholders resolved to approve the repurchase by the
Company of 235,627 Series C Preferred Shares held by Broad Street Investments Holding
(Singapore) Pte. Ltd., StoneBridge 2020, L.P . and StoneBridge 2020 Offshore Holdings II,
L.P ., at a purchase price equal to 150% of the original purchase price of the Shares, being
approximately USD75.6 million (equivalent to RMB544 million). For details, see “History,
Reorganization and Corporate Structure—Share Transfers and Shareholding Changes After the
Reorganization” and Note 36 to the Accountant’s Report included in Appendix I to this
Prospectus. Save as disclosed above, the Company had not issued or repurchased any preferred
shares since August 31, 2025 and up to the Latest Practicable Date.
Contingent Liabilities
We did not have any material contingent liabilities as of December 31, 2022, 2023, 2024,
June 30, 2025 and August 31, 2025. Save as otherwise disclosed under sections headed
“—Indebtedness” and “—Contractual Obligations,” we did not have any outstanding loan,
capital issued or agreed to be issued, debt securities, mortgages, charges, debentures, bank
overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptance
credits, hire purchase commitments or other contingent liabilities as of August 31, 2025, being
the latest practicable date for our indebtedness statement. Our Directors confirm that, as of the
Latest Practicable Date, there had been no material change in our indebtedness since August
31, 2025.
CONTRACTUAL OBLIGATIONS
Capital Commitments
No capital expenditure contracted for as of December 31, 2022, 2023, 2024 and June 30,
2025, but not yet incurred.
OFF-BALANCE SHEET ARRANGEMENTS
As of the Latest Practicable Date, we did not have any material off-balance sheet
commitments or arrangements.
FINANCIAL INFORMATION
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--- page 353 ---
MATERIAL RELATED PARTY TRANSACTIONS
We enter into transactions with our related parties from time to time. Our Directors are
of the view that each of the related party transactions set out in Note 34 to the Accountant’s
Report included in Appendix I to this Prospectus was conducted on an arm’s-length basis and
with normal commercial terms between the relevant parties. Our Directors are also of the view
that our related party transactions during the Track Record Period would not distort our track
record results or cause our historical results to become nonreflective of our future performance.
For details of the balances with related parties categorized based on trade and non-trade nature,
see Note 33 to the Accountant’s Report included in Appendix I to this Prospectus.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Market Risk
Foreign Exchange Risk
Foreign exchange risk arises from future commercial transactions and recognized assets
and liabilities denominated in a currency that is not the functional currency of the relevant
group entity. Foreign exchange risk is the risk of loss resulting from changes in fluctuation of
foreign currency exchange rates.
For the years ended December 31, 2022, 2023, 2024 and the six months ended June 30,
2025, our foreign currency assets are mainly PRC entities’ cash and cash equivalents
denominated in USD. The foreign exchange risk we are facing mainly comes from movements
in the USD/RMB.
Price Risk
We are exposed to price risk in respect of financial assets at fair value through profit or
loss held by us which are carried at fair value with changes in the fair value recognised in profit
or loss.
To manage our price risk arising from investments, we diversify our portfolio.
Diversification of the portfolio is done in accordance with the limits set by us. Each investment
is managed by senior management on a case by case basis. The impact of variable price of our
investments please refer to Note 20 to the Accountant’s Report in Appendix I to this
Prospectus.
FINANCIAL INFORMATION
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--- page 354 ---
Cash Flow and Fair V alue Interest Rate Risk
Our income and operating cash flows were substantially independent of changes in
market interest rates and we have no significant interest-bearing assets except for cash and cash
equivalents and wealth management products, details of which have been disclosed in Note 22
to the Accountant’s Report in Appendix I to this Prospectus.
Our exposure to changes in interest rates is also attributable to the financial liabilities to
investors, details of which have been disclosed in Note 25 to the Accountant’s Report in
Appendix I to this Prospectus. The financial liabilities to investors were carried at fixed rates,
which expose us to fair value interest-rate risk.
Credit Risk
We are exposed to credit risk in relation to its trade and other receivables, cash and cash
equivalents, wealth management products and time deposits. The carrying amounts of trade and
other receivables, cash and cash equivalents, wealth management products and time deposits
represent our maximum exposure to credit risk in relation to financial assets.
To manage risk arising from cash and cash equivalents, wealth management products and
time deposits, we only transact with stated-owned financial institutions in the PRC or reputable
banks and financial institutions having high-credit-quality in the PRC. There has been no
recent history of default in relation to these financial institutions.
For sale of SaaS products and other products, we require prepayments from customers.
For provision of promotion services, our main customers are related parties. We have assessed
the credit quality of the customers, taking into account its financial position, past experience
and other factors. The credit term is 1 month. Our management has monitoring procedures to
ensure that follow-up action is taken to recover overdue debts.
In addition, we make periodic collective assessments as well as individual assessment on
the recoverability based on historical settlement records and past experience. We consider the
probability of default upon initial recognition of asset and whether there has been a significant
increase in credit risk on an ongoing basis throughout each reporting period. To assess whether
there is a significant increase in credit risk, we compare the risk of a default occurring on the
asset as at the reporting date with the risk of default as at the date of initial recognition.
Liquidity Risk
Our management regularly monitors current and expected liquidity requirements to
ensure that we maintain sufficient reserves of cash and adequate committed lines of funding
from major financial institutions to meet our liquidity requirements in the short and long term.
FINANCIAL INFORMATION
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--- page 355 ---
DIVIDENDS
As advised by our Cayman Islands legal advisor, under Cayman Islands law, a position
of accumulated loss and deficits in equity 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 would not result in our Company being unable to pay its debts
as they fall due in the ordinary course of 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 dividends we
pay will be determined at the absolute discretion of our Board, taking into account factors
including our actual and expected results of operations, cash flow and financial position,
general business conditions and business strategies, expected working capital requirements and
future expansion plans, legal, regulatory and other contractual restrictions, and other factors
that our Board deems to be appropriate. Our Shareholders may approve, in a general meeting,
any declaration of dividends, which must not exceed the amount recommended by our Board.
Throughout the Track Record Period, we did not pay or declare any dividend. Currently, we do
not have a formal dividend policy or a fixed dividend distribution ratio.
DISTRIBUTABLE RESERVES
As of June 30, 2025, we did not have any distributable reserves.
LISTING EXPENSES
Based on the Offer Price of HK$30.60 per Offer Share, the total listing expenses
(including underwriting commissions) payable by our Company are estimated to be
approximately HK$148.3 million (equivalent to approximately RMB135.4 million), or 7.1% of
our gross proceeds, assuming the Offer Size Adjustment Option and the Over-allotment Option
are not exercised. These listing expenses comprise of (i) HK$75.7 million of underwriting-
related expenses (including but not limited to commissions and fees); and (ii) HK$72.6 million
of non-underwriting-related expenses, including HK$42.8 million of fees and expenses of legal
advisors and accountant and HK$29.8 million of other fees and expenses.
As of June 30, 2025, we have incurred listing expenses of RMB40.2 million (equivalent
to HK$43.7 million) for the Global Offering, as being charged to our consolidated statements
of comprehensive loss. We estimate that of the total listing expenses (including underwriting
commissions, assuming the Offer Size Adjustment Option and the Over-allotment Option are
not exercised and based on an Offer Price of HK$30.60 per Offer Share), HK$62.3 million is
expected to be charged to our consolidated statement of comprehensive income and HK$86.0
million is expected to be charged against equity upon the Global Offering.
FINANCIAL INFORMATION
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--- page 356 ---
UNAUDITED PRO FORMA ADJUSTED NET TANGIBLE ASSETS
The following unaudited pro forma statement of adjusted consolidated net tangible assets
prepared in accordance with Rule 4.29 of the Listing Rules are set out below for the purpose
of illustrating the effect of the Global Offering on the consolidated net tangible assets of the
Group attributable to owners of the Company as of June 30, 2025 as if the Global Offering had
taken place on that date.
The unaudited pro forma statement of adjusted consolidated net tangible assets has been
prepared for illustrative purposes only and because of its hypothetical nature, it may not give
a true picture of the consolidated net tangible assets of the Group attributable to owners of the
Company as of June 30, 2025 or at any future dates following the completion of the Global
Offering. The unaudited pro forma statement of adjusted consolidated net tangible assets of the
Group is based on the consolidated net tangible liabilities of the Group attributable to the
owners of the Company as of June 30, 2025 as set out in the Accountant’s Report of the
Company, the text of which is set out in Appendix I to this prospectus, and adjusted as
described below.
Audited
consolidated net
tangible liabilities
of the Group
attributable to
owners of the
Company as of
June 30, 2025
Estimated net
proceeds from the
Global Offering
Estimated impact
on the conversion
of convertible
redeemable
preferred shares
into ordinary
shares upon the
completion of
Global Offering
Unaudited pro
forma adjusted
consolidated net
tangible assets
attributable to
owners of the
Company as of
June 30, 2025
Unaudited pro forma
adjusted consolidated
net tangible assets
per Share
Note (1) Note (2) Note (3) Note (4) Note (5)
RMB’000 RMB’000 RMB’000 RMB’000 RMB HK$
Based on the
Offer Price of
HK$30.60 per
Share (3,679,710) 1,809,211 2,675,272 804,773 1.89 2.07
Notes:
(1) The audited consolidated net tangible liabilities of the Group attributable to the owners of the Company
as of June 30, 2025 is extracted from the Accountant’s Report set out in Appendix I to this Prospectus,
which is based on the audited consolidated deficits in equity of the Group attributable to owners of the
Company as of June 30, 2025 of RMB3,676,537,000 with an adjustment for intangible assets as of June
30, 2025 of RMB3,173,000.
FINANCIAL INFORMATION
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--- page 357 ---
(2) The estimated net proceeds from the Global Offering are based on the indicative Offer Price of
HKD30.60 per share, after deduction of the underwriting fees and other related expenses paid/payable
by the Company (excluding listing expenses which have been charged to the profit or loss during the
Track Record Period) and takes no account of any Shares which may fall to be issued upon the exercise
of the Offer Size Adjustment Option and the Over-allotment Option or any Shares which may be granted
and issued or repurchased by the Company pursuant to the General Mandate and the Repurchase
Mandate.
(3) Upon Listing and completion of the Global Offering, all the financial liabilities to investors will be
automatically converted into ordinary shares pursuant to the respective share subscription agreements.
Accordingly, for the purpose of the unaudited pro forma net tangible assets, the unaudited pro forma
adjusted net tangible assets attributable to owners of the Company will be increased by
RMB2,675,272,000, being the carrying amount of the convertible redeemable preferred shares as of
June 30, 2025.
(4) The unaudited pro forma net tangible assets per Share is arrived at after the adjustments referred to in
the preceding paragraphs and on the basis that 426,038,600 Shares were in issue assuming that the
Global Offering and the Capitalisation Issue have been completed on June 30, 2025 but takes no account
of any Shares which may fall to be issued upon the exercise of the Offer Size Adjustment Option and
the Over-allotment Option or any Shares which may be granted and issued or repurchased by the
Company pursuant to the General Mandate and the Repurchase Mandate.
(5) For the purpose of preparing this unaudited pro forma statement of adjusted net tangible assets, the
amounts stated in Renminbi are converted into Hong Kong dollars at the rate of HKD1.00 to
RMB0.91298. No representation is made that Renminbi has been, could have been or may be converted
to Hong Kong dollars, or vice versa, at that rate.
(6) Except as disclosed above, no adjustment has been made to reflect any trading results or other
transactions of the 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 or trading position, indebtedness, mortgage, contingent
liabilities, guarantees or prospects since June 30, 2025, the end of the period reported on the
Accountant’s Report included in Appendix I to this Prospectus.
DISCLOSURE REQUIRED UNDER THE LISTING RULES
We confirm that, as of the Latest Practicable Date, there were no circumstances that
would give rise to disclosure required under Rules 13.13 to 13.19 of the Listing Rules.
FINANCIAL INFORMATION
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FUTURE PLANS
See “Business—Our Strategies” for a detailed description of our future plans.
USE OF PROCEEDS
We estimate the net proceeds of the Global Offering which we will receive, based on an
Offer Price of HK$30.60 per Offer Share, will be approximately HK$1,937.6 million, after
deduction of underwriting fees and commissions and other estimated expenses payable by us
in connection with the Global Offering and assuming the Offer Size Adjustment Option and the
Over-allotment Option are not exercised. In line with our strategies, we intend to use the
proceeds from the Global Offering for the purposes and in the amounts set forth below:
 Approximately 55%, or HK$1,065.6 million, will be used for enhancing our
research and development capabilities to enrich our product offerings over the next
five years, including:
i. Approximately 20%, or HK$387.5 million, will be used for strengthening core
technologies underlying our products over the next five years, including:
▪ approximately 10%, or HK$193.8 million, for traffic processing and
system stability, which we believe will enhance user experience of our
e-commerce SaaS ERP products, especially under large spike of traffic;
▪ approximately 5%, or HK$96.9 million, for modularization of product
offerings to address the diverse needs of our customers, which we believe
will increase the value brought by our products and in turn help us acquire
customers or increase customer spending, and
▪ approximately 5%, or HK$96.9 million, for upgrading our cloud-native
database to enhance the reliability and speed of our products when
processing the data flow from different e-commerce platforms and to
facilitate our customers to make informed decisions by fully utilizing
their data assets;
ii. Approximately 20%, or HK$387.5 million, will be used for upgrading the
functions and modules (e.g. warehousing and logistics management) of our
existing SaaS products, to generally improve the customer experience over the
next five years, including:
▪ approximately 10%, or HK$193.8 million, for continuing to develop new
modules and improve the functionalities of our e-commerce SaaS
products based on evolving customers’ needs and usage scenarios,
capitalizing on the digitalization trend along the whole e-commerce value
chain, from manufacturing to distribution, and from sales to logistics; for
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example, by developing and improving the functionalities of our
e-commerce SaaS products, we can significantly enhance our customers’
warehousing and logistics management. To illustrate, our products may
establish connections and synchronization with automated facilities, such
as automated order-picking machines; additionally, our products may
enable features such as order assignment, route planning, and delivery
tracking for customers’ self-managed logistics services, which may
include services for specific types of shipping, such as same-town
delivery, large or heavy goods shipping, and fresh goods shipping;
▪ approximately 5%, or HK$96.9 million, for continuing to develop new
product functionalities to reduce overall inventory and fulfillment costs
of our customers, as well as to stay ahead of trends in e-commerce
operations, and
▪ approximately 5%, or HK$96.9 million, for developing new modules to
better support e-commerce participants to efficiently manage their
distribution network and streamline their e-commerce operations;
iii. Approximately 15%, or HK$290.6 million, will be used for developing and
upgrading our e-commerce SaaS products, particularly to support our global
expansion strategy over the next five years, including:
▪ approximately 5%, or HK$96.9 million, for investing in improvements of
product modules tailoring to business scenarios in cross-border
e-commerce, and
▪ approximately 10%, or HK$193.8 million, for introducing international
versions. See “Business—Our Strategies—Capture International
Opportunities”.
To achieve the foregoing, we plan to apply the proceeds to fund compensation
packages offered to our research and development personnel. In 2022, 2023, 2024
and the six months ended June 30, 2025, employee benefit expenses paid to our
research and development personnel amounted to RMB219.3 million, RMB221.6
million, RMB223.1 million and RMB106.1 million, respectively. We believe that
qualified and experienced talents for research and development are crucial to sustain
our leadership in e-commerce SaaS ERP .
FUTURE PLANS AND USE OF PROCEEDS
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 Approximately 25%, or HK$484.4 million, will be used for strengthening our sales
and marketing capabilities over the next five years, including:
i. Approximately 20%, or HK$387.5 million, will be used for strengthening our
sales and implementation capabilities over the next five years, including:
▪ approximately 10%, or HK$193.8 million, for enhancing our business
development efforts, including continue to offer competitive sales
commissions alongside business expansion to incentivize sales personnel
with industry expertise and strong merchant relationship and strengthen
our sales network, and expanding our customer base to increase market
penetration.
▪ approximately 5%, or HK$96.9 million, for maintaining our
implementation team, including engineers with expertise in assisting
customers with setup of our SaaS products and on-site support and
coaching to help customers better understand our products and
functionalities, to improve our implementation efficiency and
strengthening our service capabilities.
▪ approximately 5%, or HK$96.9 million, for offering competitive
compensation and regular on-the-job trainings to our sales and
implementation personnel.
ii. Approximately 5%, or HK$96.9 million, will be used for enhancing our brand
awareness and acquiring customers over the next five years, including:
▪ approximately 2%, or HK$38.8 million, for actively organizing industry
events, connecting participants in the e-commerce industry, strengthening
our relationships with existing customers and building relationships with
potential customers.
▪ approximately 3%, or HK$58.1 million, for increasingly collaborating
with media partners to promote our product offerings and brand
awareness.
 Approximately 10%, or HK$193.8 million, will be used for strategic investments
over the next five years. We will pursue strategic investments to expand our product
offerings, expand our customer base, and strengthen our technology capabilities. We
plan to prudently evaluate and consider a wide array of potential investments in
emerging businesses that are complementary to our business. Specifically, we will
consider relevant criteria including: (i) business with strong monetization
opportunities and high quality products that are complementary to our existing
products; (ii) business with industry know-how in the verticals that we intend to
increase the penetration in the future; and (iii) business with good track record, and
FUTURE PLANS AND USE OF PROCEEDS
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experienced and insightful management team who can reach strategic alignment
with our development strategies. Based on these criteria, we may pursue investment
opportunities in companies that can help us better serve our customers’ business
needs, such as companies that provide management system for offline stores, which
may facilitate sales management, inventory management and membership
management for offline stores. We intend to make aforementioned investments
mainly through equity, both controlling or non-controlling, and may consider other
forms of investment such as debt or that with convertible features if such is better
suited for the need of the transaction, evaluated on a case-by-case basis. Our
Directors, as advised by CIC, are of the view that there are sufficient number of
potential targets as there are many technology focused companies and solution
providers that meet our criteria. We expect to select our investment target based on
the industry in which the target operates, the target’s strength of technology and
solutions, the target’s business and financial performance and the synergy between
the target and us. As of the Latest Practicable Date, we did not identify any
investment or acquisition target in this regard.
 Approximately 10%, or HK$193.8 million, will be used for general corporate
purposes.
The additional net proceeds that we would receive if the Over-allotment Option is
exercised in full (assuming the Offer Size Adjustment Option is not exercised) would be
HK$300.3 million (based on an Offer Price of HK$30.60 per Share). The additional net
proceeds that we would receive if the Offer Size Adjustment Option and the Over-allotment
Option are exercised in full would be HK$645.7 million (based on an Offer Price of HK$30.60
per Share). We intend to apply the additional net proceeds that we receive from any exercise
of Offer Size Adjustment Option and Over-allotment Option to the above allocation on a pro
rata basis.
To the extent that the net proceeds of the Global Offering are not immediately used for
the above purposes, we will deposit those net proceeds into short-term interest-bearing
accounts at licensed commercial banks and/or other authorized financial institutions (as
defined under the Securities and Futures Ordinance or applicable laws and regulations in other
jurisdictions). In such event, we will comply with the appropriate disclosure requirements
under the Listing Rules.
FUTURE PLANS AND USE OF PROCEEDS
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HONG KONG UNDERWRITERS
China International Capital Corporation Hong Kong Securities Limited
J.P . Morgan Securities (Asia Pacific) Limited (in alphabetical order)
Futu Securities International (Hong Kong) 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.
The Global Offering comprises the Hong Kong Public Offering of initially 6,816,700
Hong Kong Offer Shares and the International Offering of initially 61,349,500 International
Offering Shares, subject, in each case, to reallocation on the basis as described in the section
headed “Structure of the Global Offering” in this prospectus as well as to the Offer Size
Adjustment Option and the Over-allotment Option (in the case of the International Offering).
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, the Company is offering the Hong
Kong Offer Shares for subscription on the terms and conditions set out in this prospectus and
the Hong Kong Underwriting Agreement at the Offer Price.
Subject to (a) the Listing Committee granting approval for the listing of, and permission
to deal in, the Shares (including any additional Shares that may be issued pursuant to the
exercise of the Offer Size Adjustment Option and the Over-allotment Option) on the Main
Board of the Stock Exchange and such approval not having been subsequently revoked prior
to the commencement of trading of the Shares on the Stock Exchange and (b) certain other
conditions set out in the Hong Kong Underwriting Agreement, the Hong Kong Underwriters
have agreed severally but not jointly to procure subscribers for, or themselves to subscribe for,
their respective applicable proportions of the Hong Kong Offer Shares being offered which are
not taken up under the Hong Kong Public Offering on the terms and conditions set out in this
prospectus and the Hong Kong Underwriting Agreement.
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.
UNDERWRITING
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Grounds for termination
If any of the events set out below occur at any time prior to 8:00 a.m. on the day that
trading in the Shares commences on the Stock Exchange, the Overall Coordinators (for
themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate the
Hong Kong Underwriters to subscribe or procure subscribers for the Hong Kong Offer Shares
under the Hong Kong Underwriting Agreement:
(i) there shall develop, occur, exist or come into effect:
(a) any new law or regulation or any change or development involving a
prospective change or any event or series of events or circumstances likely to
result in a change or a development involving a prospective change in existing
law or regulation, or the interpretation or application thereof by any court or
other competent authority in or affecting Hong Kong, the PRC, the United
States, the United Kingdom, or the European Union (or any member thereof,
or other jurisdictions relevant to the Group or the Global Offering) (each a
“Relevant Jurisdiction ”); or
(b) any change or development involving a prospective change, or any event or
series of events or circumstances likely to result in a change or prospective
change, in local, national, regional or international financial, political, military,
industrial, economic, currency market, fiscal, legal, regulatory, credit or
market conditions or sentiments, taxation, equity securities or currency
exchange rate or controls or any monetary or trading settlement system or other
financial markets (including, without limitation, conditions and sentiments in
stock and bond markets, money and foreign exchange markets, credit markets
and inter-bank markets) or foreign investment regulations (including, without
limitation, a devaluation of the Hong Kong dollar, United States dollar or
Renminbi against any foreign currencies, a change in the system under which
the value of the Hong Kong dollar is linked to that of the United States dollar
or the Renminbi is linked to any foreign currency or currencies) in or affecting
any Relevant Jurisdiction, or affecting an investment in the Offer Shares; or
(c) any event or series of events, or circumstances in the nature of force majeure
(including, without limitation, acts of government, labour disputes, strikes,
lock-outs, fire, explosion, earthquake, flooding, tsunami, volcanic eruption,
civil commotion, riots, rebellion, public disorder, acts of war (whether declared
or undeclared), acts of terrorism (whether or not responsibility has been
claimed), acts of God, accident or interruption in transportation, destruction of
power plant, outbreak, escalation, mutation or aggravation of diseases,
pandemics or epidemics including, but not limited to, COVID-19, SARS,
swine or avian flu, H5N1, H1N1, H1N7, H7N9, Ebola virus, Middle East
respiratory syndrome (MERS) and such related/mutated forms, economic
sanction, any local, national, regional or international outbreak or escalation of
UNDERWRITING
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--- page 364 ---
hostilities (whether or not war is or has been declared) or other state of
emergency or calamity or crisis in whatever form, political change, paralysis
of government operations, interruption or delay in transportation, other
industry action in or directly or indirectly affecting any Relevant Jurisdiction;
or
(d) the imposition or declaration of 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 (i) the trading in
securities or shares generally on the Stock Exchange, the Tokyo Stock
Exchange, the New Y ork Stock Exchange, the NASDAQ Global Market, the
London Stock Exchange, the Singapore Stock Exchange, the Shanghai Stock
Exchange or the Shenzhen Stock Exchange; or (ii) the trading in any securities
of the Company listed or quoted on a stock exchange or an over-the-counter
market; or
(e) the imposition or declaration of any general moratorium on banking activities
in or affecting any Relevant Jurisdiction or any disruption in commercial
banking or foreign exchange trading or securities settlement or clearance
services, procedures or matters or affecting any Relevant Jurisdiction; or
(f) other than with the prior written consent of the Overall Coordinators, the issue
or requirement to issue by the Company of a supplemental or amendment to
this prospectus or other documents in connection with the offer and sale of the
Offer Shares pursuant to the Companies (Winding Up and Miscellaneous
Provisions) Ordinance or the Listing Rules or upon any requirement or request
of the Stock Exchange and/or the SFC; or
(g) the commencement by any authority or other regulatory or political body or
organization of any public action or investigation against a member of the
Group or a director or a senior management member of any member of the
Group or announcing an intention to take any such action; or
(h) the imposition of sanctions or export controls in whatever form, directly or
indirectly, on any member of the Group or any of the members of the
Controlling Shareholders or by or on any Relevant Jurisdiction, or the
withdrawal of trading privileges which existed on October 10, 2025, in
whatever form, directly or indirectly, by, or for, any Relevant Jurisdiction; or
(i) any valid demand by creditors for payment or repayment of indebtedness of
any member of the Group, or in respect of which any member of the Group is
liable prior to its stated maturity; or
UNDERWRITING
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--- page 365 ---
(j) any non-compliance of this prospectus (or any other documents used in
connection with the contemplated offering, allotment, issue, subscription or
sale of any of the Offer Shares), the CSRC Filings (as defined in the Hong
Kong Underwriting Agreement) or any aspect of the Global Offering with the
Listing Rules or any other applicable Laws; or
(k) any litigation, dispute, legal action or claim or regulatory or administrative
investigation or action being threatened, instigated or announced against any
member of the Group or any of the members of the Controlling Shareholders
or any Director or senior management members as named in this prospectus;
or
(l) any contravention by the Company, any member of the Group, any Director of
the Listing Rules or any other applicable laws; or
(m) any change or prospective change or a materialisation of any of the risks set out
in the section headed “Risk Factors” in this prospectus,
which, in any such case individually or in the aggregate, in the sole and absolute
opinion of the Joint Sponsors and the Overall Coordinators (for themselves and on
behalf of the Hong Kong Underwriters): (A) has or will have or may have a material
adverse effect, whether directly or indirectly, on the assets, liabilities, general
affairs, management, performance, shareholders’ equity, profit, loss, position or
condition, financial or otherwise, results of operations, or prospects of the Group,
taken as a whole; or (B) 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 indications of interest under the International
Offering; or (C) makes or will make it or may make it impracticable or inadvisable
or inexpedient or incapable for any material part of the Hong Kong Underwriting
Agreement, the Hong Kong Public Offering or the Global Offering to be performed
or implemented as envisaged, or for the Hong Kong Public Offering and/or the
Global Offering to proceed, or to market the Global Offering or the delivery or
distribution of the Offer Shares on the terms and in the manner contemplated by the
Offering Documents (as defined in the Hong Kong Underwriting Agreement); or (D)
has or will or may have the effect of making a part of the Hong Kong Underwriting
Agreement (including underwriting) incapable of performance in accordance with
its terms or which prevents the processing of applications and/or payments pursuant
to the Global Offering or pursuant to the underwriting thereof.
(ii) there has come to the notice of the Overall Coordinators and the Joint Sponsors (for
themselves and on behalf of the Hong Kong Underwriters) that:
(a) that any statement contained in the Offering Documents (as defined in the
Hong Kong Underwriting Agreement), the CSRC Filings and/or any notices,
announcements, advertisements, communications or other documents issued or
used by or on behalf of the Company in connection with the Hong Kong Public
UNDERWRITING
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--- page 366 ---
Offering (including any supplement or amendment thereto) the “ Global
Offering Documents ” was, when it was issued, or has become untrue,
incorrect, inaccurate in any material respect or misleading or any forecasts,
estimate, expressions of opinion, intention or expectation expressed in any
such documents, was, when it was issued, or has become unfair or misleading
in any respect or based on untrue, dishonest or unreasonable assumptions or
given in bad faith; or
(b) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of this prospectus, constitutes a
material omission or misstatement in any Global Offering Document; or
(c) any breach of, or any event or circumstance rendering untrue or incorrect or
misleading in any respect, any of the representations, warranties and
undertakings given by the Company or the Controlling Shareholders in the
Hong Kong Underwriting Agreement or the International Underwriting
Agreement; or
(d) any event, act or omission which gives or is likely to give rise to any liability
of the Company and the Controlling Shareholders pursuant to the indemnities
under the Hong Kong Underwriting Agreement; or
(e) any breach of any of the obligations or undertakings imposed upon the
Company or any member of the Controlling Shareholders or any cornerstone
investor (as applicable) to the Hong Kong Underwriting Agreement, the
International Underwriting Agreement or the cornerstone investment
agreements; or
(f) there is any change or development involving a prospective change,
constituting or having a Material Adverse Effect (as defined in the Hong Kong
Underwriting Agreement); or
(g) that the chairman of the Board, any Director or any member of senior
management of the Company named in this prospectus seeks to retire, or is
removed from office or vacating his/her office; or
(h) any Director or any member of senior management of the Company named in
this prospectus is being charged with an indictable offence or prohibited by
operation of law or otherwise disqualified from taking part in the management
or taking directorship of a company; or
(i) the Company withdraws this prospectus (and/or any other documents used in
connection with the subscription or sale of any of the Offer Shares pursuant to
the Global Offering) or the Global Offering; or
UNDERWRITING
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--- page 367 ---
(j) that the approval by the Listing Committee of the Listing of, and permission
to deal in, the Shares in issue and to be issued pursuant to the Global Offering
(including pursuant to any exercise of the Over-allotment Option) is refused or
not granted, other than subject to customary conditions, on or before the
Listing Date, or if granted, the approval is subsequently withdrawn, cancelled,
qualified (other than by customary conditions), revoked or withheld; or
(k) any person (other than any of the Joint Sponsors) has withdrawn its consent to
the issue of this prospectus with the inclusion of its reports, letters and/or legal
opinions (as the case may be) and references to its name included in the form
and context in which it respectively appears; or
(l) any prohibition on the Company for whatever reason from offering, allotting,
issuing or selling any of the Offer Shares pursuant to the terms of the Global
Offering; or
(m) any person (other than the Joint Sponsors and the Overall Coordinators) has
withdrawn or sought to withdraw its consent to being named in any of the
Offering Documents or to the issue of any of the Offering Documents; or
(n) an order or petition is presented for the winding-up or liquidation of any
member of the Group, or any member of the Group makes any composition or
arrangement with its creditors or enters into a scheme of arrangement or any
resolution is passed for the winding-up of any member of the Group or a
provisional liquidator, receiver or manager is appointed over all or part of the
assets or undertaking of any member of the Group or anything analogous
thereto occurs in respect of any member of the Group; or
(o) (A) the notice of acceptance of the CSRC Filings issued by the CSRC and/or
the results of the CSRC Filings published on the website of the CSRC is
rejected, withdrawn, revoked or invalidated; or (B) other than with the prior
written consent of the Overall Coordinators, the issue or requirement to issue
by the Company of a supplement or amendment to the CSRC Filings pursuant
to the CSRC Rules (as defined in the Hong Kong Underwriting Agreement) or
upon any requirement or request of the CSRC; or (C) any non-compliance of
the CSRC Filings with the CSRC Rules or any other applicable Laws; or
(p) a material portion of the orders placed or confirmed in the book-building
process, or the investment commitments by any cornerstone investors under
the cornerstone investment agreements signed with such cornerstone investors,
have been withdrawn, terminated or cancelled, as a result of the payment of the
relevant investment amount not being received or settled in the stipulated time
and manner or otherwise,
then, in each case, the Overall Coordinators may, for themselves and on behalf of
the Hong Kong Underwriters, in their sole and absolute discretion and upon giving
notice orally or in writing to the Company, terminate the Hong Kong Underwriting
Agreement with immediate effect.
UNDERWRITING
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Offer Size Adjustment Option
As part of the Global Offering, the Company has the Offer Size Adjustment Option under
the Hong Kong Underwriting Agreement, pursuant to which, the Company may issue and allot
any number of up to an aggregate of 10,224,900 Shares, representing approximately 15% of the
Offer Shares initially offered under the Global Offering, at the Offer Price, to cover additional
market demand, if any. The Offer Size Adjustment Option may be exercised jointly by the
Company and the Overall Coordinators prior to the execution of the International Underwriting
Agreement and will expire upon execution of the International Underwriting Agreement. These
additional Offer Shares (the “ Offer Size Adjustment Option Shares ”), if any, will be
allocated in such manner as closely as practicable to maintain the proportionality between the
Hong Kong Public Offering and the International Offering following the application of the
reallocation arrangement described in “Structure of the Global Offering—The Hong Kong
Public Offering—Reallocation” below and the Sponsor-Overall Coordinator shall allocate
additional new Shares to be offered by the Company pursuant to the International Offering to
the Hong Kong Public Offering in order to maintain such proportionality and the relevant
number of Offer Size Adjustment Option Shares shall be allocated to the International Offering
to maintain such proportionality.
Undertakings to the Stock Exchange pursuant to the Listing Rules
Undertakings by the Company
Pursuant to Rule 10.08 of the Listing Rules, the Company has undertaken to the Stock
Exchange that it will not issue any further Shares or securities convertible into equity securities
of the Company (whether or not of a class already listed) or sell or transfer out of treasury or
enter into any agreement to such issue, sale or transfer out of treasury within six months from
the Listing Date (whether or not such issue of Shares or securities will be completed within six
months from the Listing Date), except pursuant to the Global Offering, the exercise of the Offer
Size Adjustment Option and/or the Over-allotment Option or for the circumstances permitted
under Rule 10.08 of the Listing Rules.
Undertakings pursuant to the Hong Kong Underwriting Agreement
(A) Undertakings by the Company
Except for the offer and sale of the Offer Shares pursuant to the Global Offering
(including pursuant to the Offer Size Adjustment Option and the Over-allotment Option),
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 ”), the Company has undertaken to each of the Overall Coordinators, the
Joint Global Coordinators and the Joint Sponsors not to without the prior written consent of the
Joint Sponsors and the Overall Coordinators (on behalf of the Hong Kong Underwriters) and
unless in compliance with the requirements of the Listing Rules:
(i) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree
to allot, issue or sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any
option, warrant, contract or right to subscribe for or purchase, grant or purchase any
UNDERWRITING
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--- page 369 ---
option, warrant, contract or right to allot, issue or sell, or otherwise transfer or
dispose of or create an encumbrance over, or agree to transfer or dispose of or create
an encumbrance over, either directly or indirectly, conditionally or unconditionally,
or repurchase, any Shares or other securities of the Company, as applicable, or any
interest in any of the foregoing (including, without limitation, any securities
convertible into or exchangeable or exercisable for or that represent the right to
receive, or any warrants or other rights to purchase, any Shares or other securities
of the Company, as applicable or any interest in any of the foregoing), or deposit any
Shares or other securities of the Company, as applicable, with a depositary in
connection with the issue of depositary receipts; or
(ii) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership (legal or beneficial) of any
Shares or other securities of the Company, as applicable, or any interest in any of
the foregoing (including, without limitation, any securities of which are convertible
into or exchangeable or exercisable for or that represent the right to receive, or any
warrants or other rights to purchase, any Shares or other securities of the Company,
as applicable or any interest in any of the foregoing); or
(iii) enter into any transaction with the same economic effect as any transaction
described in paragraphs (i) or (ii) above; or
(iv) offer to or agree to or announce any intention to effect any transaction specified in
paragraphs (i); (ii) or (iii) above, in each case, whether any of the transactions
specified in paragraphs (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 shares or securities will be completed within the First
Six-Month Period).
(B) Undertakings by the Controlling Shareholders
Each of the Controlling Shareholders has undertaken to each of the Company, the Joint
Sponsors, the Overall Coordinators and the Joint Global Coordinators that, except pursuant to
the Stock Borrowing Agreement (if applicable), it/he shall not and shall procure that the
relevant registered holder(s) shall not, unless in compliance with the requirements of the
Listing Rules:
(i) in the period commencing on the date by reference to which disclosure of its/his/her
shareholding on the Company is made in this Prospectus and ending on the date
which is six months from the Listing Date, dispose of, nor enter into any agreement
to dispose of or otherwise create any options, rights, interests or encumbrances in
respect of, any of the Shares in respect of which it/he is shown by this Prospectus
to be the beneficial owner.
(ii) in the six months period commencing on the date on which the period referred to in
paragraph (i) above expires, dispose of, nor enter into any agreement to dispose of
or otherwise create any options, rights, interests, or encumbrances in respect of, any
of the securities referred to in paragraph (i) above if, immediately following such
UNDERWRITING
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--- page 370 ---
disposal or upon the exercise or enforcement of such options, rights, interests or
encumbrances, any of it/he would cease to be a Controlling Shareholder of our
Company (as defined in the Listing Rules) or a member of the group of Controlling
Shareholders of our Company or would together with the other Controlling
Shareholder cease to be the Controlling Shareholders of our Company (as defined in
the Listing Rules).
Pursuant to Note (3) to Rule 10.07(2) of the Listing Rules, each of our Controlling
Shareholders has further undertaken to the Hong Kong Stock Exchange and to our Company
that within the period commencing on the date by reference to which disclosure of its/his/her
shareholding is made in this Prospectus and ending on the date which is 12 months from the
Listing Date, it/he will:
(i) when it/he or the relevant registered holders pledge or charge any securities of the
Company beneficially owned by it/him in favor of an authorized institution pursuant
to Note 2 to Rule 10.07(2) of the Listing Rules, immediately inform our Company
of such pledge or charge together with the number of Shares so pledged or charged;
and
(ii) when it/he or the relevant registered holders receive indications, either verbal or
written, from the pledgee or chargee that any Shares or other securities of the
Company pledged or charged will be disposed of, immediately inform our Company
in writing of such indications.
We will inform the Hong Kong Stock Exchange as soon as we have been informed of the
matters referred to in paragraph (i) and (ii) 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.
Hong Kong Underwriters’ interests in the Company
Save for their respective obligations under the Hong Kong Underwriting Agreement and
the Stock Borrowing Agreement, as of the Latest Practicable Date, none of the Hong Kong
Underwriters was interested, legally or beneficially, directly or indirectly, in any Shares or any
securities of any member of the Group or had any right or option (whether legally enforceable
or not) to subscribe for or purchase, or to nominate persons to subscribe for or purchase, any
Shares or any securities of any member of the Group.
Following the completion of the Global Offering, the Hong Kong Underwriters and their
affiliated companies may hold a certain portion of the Shares as a result of fulfilling their
respective obligations under the Hong Kong Underwriting Agreement.
UNDERWRITING
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--- page 371 ---
International Offering
International Underwriting Agreement
In connection with the International Offering, the Company and the Controlling
Shareholders expect to enter into the International Underwriting Agreement with, among
others, the International Underwriters. Under the International Underwriting Agreement and
subject to the Offer Size Adjustment Option and the Over-allotment Option, the International
Underwriters would, subject to certain conditions set out therein, agree severally but not jointly
to procure subscribers for, or themselves to subscribe for, their respective applicable
proportions of the International Offering Shares initially being offered pursuant to the
International Offering. It is expected that the International Underwriting Agreement may be
terminated on similar grounds as the Hong Kong Underwriting Agreement. Potential investors
should note that in the event that the International Underwriting Agreement is not entered into,
the Global Offering will not proceed. See “Structure of the Global Offering—The International
Offering” in this prospectus.
Over-allotment Option
The 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 Listing Date until 30 days after the last day for lodging applications under
the Hong Kong Public Offering, pursuant to which the Company may be required to issue up
to an aggregate of 10,224,900 additional Shares (representing in aggregate approximately 15%
of the Offer Shares initially being offered under the Global Offering assuming the Offer Size
Adjustment Option is not exercised at all) or up to 11,758,600 additional Shares (representing
in aggregate approximately 15% of the Offer Shares initially being offered under the Global
Offering assuming the Offer Size Adjustment Option is exercised in full), at the Offer Price,
to cover over-allocations in the International Offering, if any. See “Structure of the Global
Offering—Over-allotment Option” in this prospectus.
Commissions and Expenses
The Underwriters will receive an underwriting commission of 2.4% of the aggregate
Offer Price of all the Offer Shares (including any Offer Shares to be issued pursuant to the
exercise of the Offer Size Adjustment Option and the Over-allotment Option) (the “ Fixed
Fees ”), out of which they will pay any sub-underwriting commissions and other fees.
At the discretion of the Company, the Underwriters may also receive an incentive fee of
up to 1.6% of the Offer Price of all the Offer Shares (including any Offer Shares to be issued
pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment Option)
(the “ Discretionary Fees ”). Assuming that the Discretionary Fees are paid in full, the ratio of
the Fixed Fees and Discretionary Fees payable is therefore approximately 2:3.
UNDERWRITING
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For any unsubscribed Hong Kong Offer Shares reallocated to the International Offering,
the underwriting commission will not be paid to the Hong Kong Underwriters but will instead
be paid, at the rate applicable to the International Offering, and such commission will be paid
to the relevant International Underwriters.
Based on the Offer Price of HK$30.60 per Offer Share, the aggregate underwriting
commissions and fees together with the Stock Exchange listing fees, the SFC transaction levy,
AFRC transaction levy and the Stock Exchange trading fee, legal and other professional fees
and printing and all other expenses relating to the Global Offering (collectively, the
“Commissions and Fees ”) are estimated to be approximately HK$148.3 million (equivalent to
approximately RMB135.4 million) (assuming (i) the Offer Size Adjustment Option and the
Over-allotment Option are not exercised; and (ii) each of the Preferred Shares will be converted
into Shares on a one-to-one basis by way of re-designation and re-classification upon Listing).
Indemnity
The Company has agreed to indemnify the Joint Sponsors, the Overall Coordinators, the
Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong
Underwriters and the Capital Market Intermediaries for certain loss which they may suffer or
incur, including loss arising from their performance of their obligations under the Hong Kong
Underwriting Agreement and any breach by the Company of the Hong Kong Underwriting
Agreement.
Undertakings 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 and the Sponsor-Overall Coordinators 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 Joint Sponsors and the Sponsor-Overall
Coordinators and unless in compliance with the requirements of the Listing Rules, at any time
during the six-month period commencing from the date on which dealings in the Shares
commence on the Stock Exchange (the “ Lock-up Period ”):
(a) sell, offer to sell, accept subscription for, contract or agree to sell, mortgage, charge,
pledge, hypothecate, hedge, 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 to be held by the Shareholder
immediately upon Listing (the “ Lock-up Shares ”) or any interest therein (including,
without limitation, any securities convertible into or exchangeable or exercisable for
UNDERWRITING
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or that represent the right to receive, or any warrants or other rights to purchase, any
Lock-up Shares or any interest in any of the foregoing), or deposit any Lock-up
Shares with a depositary in connection with the issue of depositary receipts;
(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 Lock-up Shares (legal
or beneficial) 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 Lock-up Shares or any
interest in any of the foregoing);
(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.
The restrictions in the Lock-up Undertakings shall not apply to, among others, any Shares
subscribed under the Global Offering or acquired in open market transactions after the
completion of the Global Offering by the Shareholder and/or its affiliates, or any transfer of
the Lock-Up Shares during the Lock-up Period to any affiliate of the Shareholders, provided
that prior to such transfer, such affiliate gives a written undertaking addressed to and in favour
of the Company, the Joint Sponsors and the Sponsor-Overall Coordinators (on behalf of the
Underwriters) on substantially the same terms as set forth in the Lock-up Undertakings in
respect of the remaining period of the Lock-up Period at the time of such transfer.
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 the Company
and/or persons and entities with relationships with the Company and may also include swaps
and other financial instruments entered into for hedging purposes in connection with the
Group’s loans and other debt.
UNDERWRITING
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In relation to the Shares, the activities of the Syndicate Members and their affiliates could
include acting as agent for buyers and sellers of the Shares, entering into transactions with
those buyers and sellers in a principal capacity, including as a lender to initial purchasers of
the Shares (which financing may be secured by the Shares) in the Global Offering, proprietary
trading in the Shares, and entering into over the counter or listed derivative transactions or
listed or unlisted securities transactions (including issuing securities such as derivative
warrants listed on a stock exchange) which have as their underlying assets, assets including the
Shares. Such transactions may be carried out as bilateral agreements or trades with selected
counterparties. Those activities may require hedging activity by those entities involving,
directly or indirectly, the buying and selling of the Shares, which may have a negative impact
on the trading price of the Shares. All such activities could occur in Hong Kong and elsewhere
in the world and may result in the Syndicate Members and their affiliates holding long and/or
short positions in the Shares, in baskets of securities or indices including the Shares, in units
of funds that may purchase the Shares, or in derivatives related to any of the foregoing.
In relation to issues by Syndicate Members or their affiliates of any listed securities
having the Shares as their underlying securities, whether on the Stock Exchange or on any
other stock exchange, the rules of the stock exchange may require the issuer of those securities
(or one of its affiliates or agents) to act as a market maker or liquidity provider in the security,
and this will also result in hedging activity in the Shares in most cases.
All such activities may occur both during and after the end of the stabilizing period
described in the section headed “Structure of the Global Offering” in this prospectus. 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.
UNDERWRITING
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Certain of the Syndicate Members or their respective affiliates have provided from time
to time, and expect to provide in the future, investment banking and other services to the
Company and each of its affiliates for which such Syndicate Members or their respective
affiliates have received or will receive customary fees and commissions.
In addition, the Syndicate Members or their respective affiliates may provide financing to
investors to finance their subscriptions of Offer Shares in the Global Offering.
UNDERWRITING
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THE GLOBAL OFFERING
This prospectus is published in connection with the Hong Kong Public Offering as part
of the Global Offering. China International Capital Corporation Hong Kong Securities Limited
and J.P . Morgan Securities (Asia Pacific) Limited (in alphabetical order) are the Overall
Coordinators of the Global Offering.
The listing of the Shares on the Stock Exchange is sponsored by the Joint Sponsors. The
Joint Sponsors have made an application on behalf of the Company to the Stock Exchange for
the listing of, and permission to deal in, the Shares in issue and to be issued as mentioned in
this prospectus.
68,166,200 Offer Shares will initially be made available under the Global Offering
comprising:
(a) the Hong Kong Public Offering of initially 6,816,700 Shares (subject to reallocation
and the Offer Size Adjustment Option) in Hong Kong as described in “—The Hong
Kong Public Offering” in this section below; and
(b) the International Offering of initially 61,349,500 Shares (subject to reallocation, the
Offer Size Adjustment Option and the Over-allotment Option) outside the United
States (including to professional and institutional investors within Hong Kong) in
offshore transactions in reliance on Regulation S, as described in the sub-section
headed “—The International Offering” in this section below.
Investors may either:
(i) apply for Hong Kong Offer Shares under the Hong Kong Public Offering; or
(ii) apply for or indicate an interest for International Offering Shares under the
International Offering, but may not do both.
The Offer Shares will represent approximately 16.0% of the total Shares in issue
immediately following the completion of the Capitalization Issue and the Global Offering,
assuming (i) the Offer Size Adjustment and the Over-allotment Option are not exercised; and
(ii) each of the Preferred Shares will be converted into Shares on a one-to-one basis by way
of re-designation and re-classification upon Listing. If the Over-allotment Option and the Offer
Size Adjustment are exercised in full (assuming each of the Preferred Shares will be converted
into Shares on a one-to-one basis by way of re-designation and re-classification upon Listing),
the Offer Shares (including Shares issued pursuant to the full exercise of the Over-allotment
Option and the Offer Size Adjustment) will represent approximately 20.1% of the total Shares
in issue immediately following the completion of the Capitalization Issue, the Global Offering
and the issue of Offer Shares pursuant to the Over-Allotment Option and the Offer Size
Adjustment.
STRUCTURE OF THE GLOBAL OFFERING
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References in this prospectus to applications, application monies or the procedure for
applications relate solely to the Hong Kong Public Offering.
THE HONG KONG PUBLIC OFFERING
Number of Offer Shares initially offered
The Company is initially offering 6,816,700 Shares for subscription by the public in Hong
Kong at the Offer Price, representing 10% of the total number of Offer Shares initially
available under the Global Offering. The number of Offer Shares initially offered under the
Hong Kong Public Offering, subject to any reallocation of Offer Shares between the
International Offering and the Hong Kong Public Offering, will represent approximately 1.60%
of the total Shares in issue immediately following the completion of the Capitalization Issue
and the Global Offering (assuming (i) the Offer Size Adjustment Option and the Over-allotment
Option are not exercised; and (ii) each of the Preferred Shares will be converted into Shares
on a one-to-one basis by way of re-designation and re-classification upon Listing).
The Hong Kong Public Offering is open to members of the public in Hong Kong as well
as to institutional and professional investors in Hong Kong. Professional investors generally
include brokers, dealers, companies (including fund managers) whose ordinary business
involves dealing in shares and other securities and corporate entities that regularly invest in
shares and other securities.
Completion of the Hong Kong Public Offering is subject to the conditions set out in
“—Conditions of the Global Offering” in this section.
Allocation
Allocation of Offer Shares to investors under the Hong Kong Public Offering will be
based solely on the level of valid applications received under the Hong Kong Public Offering.
The basis of allocation may vary, depending on the number of Hong Kong Offer Shares validly
applied for by applicants. Such allocation could, where appropriate, consist of balloting, which
could mean that some applicants may receive a higher allocation than others who have applied
for the same number of Hong Kong Offer Shares, and those applicants who are not successful
in the ballot may not receive any Hong Kong Offer Shares.
For allocation purposes only, the total number of Hong Kong Offer Shares available under
the Hong Kong Public Offering (after taking into account any reallocation referred to below)
will be divided equally into two pools: pool A and pool B (with any odd lots being allocated
to pool A). The Hong Kong Offer Shares in pool A will be allocated on an equitable basis to
applicants who have applied for Hong Kong Offer Shares with an aggregate price of HK$5
million (excluding the brokerage, the SFC transaction levy, AFRC transaction levy and the
Stock Exchange trading fee payable) or less. The Hong Kong Offer Shares in pool B will be
STRUCTURE OF THE GLOBAL OFFERING
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--- page 378 ---
allocated on an equitable basis to applicants who have applied for Hong Kong Offer Shares
with an aggregate price of more than HK$5 million (excluding the brokerage, the SFC
transaction levy, AFRC transaction levy and the Stock Exchange trading fee payable) and up
to the total value in pool B.
Applicants should be aware that applications in pool A and applications in pool B may
receive different allocation ratios. If any Hong Kong Offer Shares in one (but not both) of the
pools are unsubscribed, such unsubscribed Hong Kong Offer Shares will be transferred to the
other pool to satisfy demand in that other pool and be allocated accordingly. For the purpose
of the immediately preceding paragraph only, the “price” for Hong Kong Offer Shares means
the price payable on application therefor. Applicants can only receive an allocation of Hong
Kong Offer Shares from either pool A or pool B and not from both pools. Multiple or suspected
multiple applications under the Hong Kong Public Offering and any application for more than
3,408,300 Hong Kong Offer Shares (being approximately 50% of the Hong Kong Offer Shares
initially available under the Hong Kong Public Offering) is liable to be rejected.
Reallocation
The Offer Shares to be offered in the Hong Kong Public Offering and the International
Offering may, in certain circumstances, be reallocated as between these offerings at the
discretion of the Overall Coordinators. Subject to the allocation cap described in the
subsequent paragraph, the Overall Coordinators 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 will have the discretion (but shall not be under any
obligation) to reallocate to the International Offering all or any unsubscribed Hong Kong Offer
Shares in such amounts as they deem appropriate.
In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering
will be allocated between Pool A and Pool B and the number of Offer Shares allocated to the
International Offering will be correspondingly reduced in such manner as the Overall
Coordinators deem appropriate. In the event of reallocation of Offer Shares between the
International Offering and the Hong Kong Public Offering, then up to 3,408,200 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 10,224,900 Offer Shares, representing approximately 15% of the
number of Offer Shares initially available under the Global Offering (before exercise of the
Offer Size Adjustment Option and the Over-allotment Option) in accordance with Chapter 4.14
of the Guide for New Listing Applicants.
STRUCTURE OF THE GLOBAL OFFERING
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Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the
International Offering follows Mechanism B set out under paragraph 2 of Chapter 4.14 of the
Guide for New Listing Applicants and the provision of Paragraph 4.2(b) of Practice Note 18
of the Listing Rules, no mandatory clawback or reallocation mechanism is required to increase
the number of Offer Shares under the Hong Kong Public Offering to a certain percentage of the
total number of Offer Shares offered under the Global Offering.
In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering
will be allocated between Pool A and Pool B in equal proportion and the number of Offer
Shares allocated to the International Offering will be correspondingly reduced in such manner
as the Joint Global Coordinators in their discretion consider appropriate.
In the event that both the Hong Kong Public Offering and International Offering are
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.
Details of any reallocation of Offer Shares between the Hong Kong Public Offering and
the International Offering will be disclosed in the results announcement of the Global Offering,
which is expected to be published on Monday, October 20, 2025.
Applications
Each applicant under the Hong Kong Public Offering will be required to give an
undertaking and confirmation in the application submitted by him that he and any person(s) for
whose benefit he is making the application has not applied for or taken up, or indicated an
interest for, and will not apply for or take up, or indicate an interest for, any International
Offering Shares under the International Offering. Such applicant’s application in the
International Offering is liable to be rejected if such undertaking and/or confirmation is/are
breached and/or untrue (as the case may be) or if he has been or will be placed or allocated
International Offering Shares under the International Offering.
Applicants under the Hong Kong Public Offering are required to pay, on application, the
Offer Price of HK$30.60 per Offer Share in addition to the brokerage, the SFC transaction levy,
AFRC transaction levy and the Stock Exchange trading fee payable on each Offer Share,
amounting to a total of HK$3,090.85 for one board lot of 100 Shares. Further details are set
out in the section headed “How to Apply for Hong Kong Offer Shares” in this prospectus.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 380 ---
THE INTERNATIONAL OFFERING
Number of Offer Shares initially offered
The International Offering will consist of an offering of initially 61,349,500 Shares,
representing approximately 90.0% of the total number of Offer Shares initially available under
the Global Offering (subject to reallocation, the Offer Size Adjustment Option and the
Over-allotment Option). The number of Offer Shares initially offered under the International
Offering, subject to any reallocation of Offer Shares between the International Offering and the
Hong Kong Public Offering, will represent approximately 14.40% of the total Shares in issue
immediately following the completion of the Capitalization Issue and the Global Offering
(assuming (i) the Offer Size Adjustment Option and the Over-allotment Option are not
exercised; and (ii) each of the Preferred Shares will be converted into Shares on a one-to-one
basis by way of re-designation and re-classification upon Listing).
Allocation
The International Offering will include selective marketing of Offer Shares to
institutional and professional investors and other investors anticipated to have a sizeable
demand for such Offer Shares in Hong Kong and other jurisdictions outside the United States
in reliance on Regulation S. Professional investors generally include brokers, dealers,
companies (including fund managers) whose ordinary business involves dealing in shares and
other securities and corporate entities that regularly invest in shares and other securities.
Allocation of Offer Shares pursuant to the International Offering will be effected in accordance
with the “book-building” process described in “—Pricing of the Global Offering” in this
section and based on a number of factors, including the level and timing of demand, the total
size of the relevant investor’s invested assets or equity assets in the relevant sector and whether
or not it is expected that the relevant investor is likely to buy further Shares and/or hold or sell
its Shares after the Listing. Such allocation is intended to result in a distribution of the Shares
on a basis which would lead to the establishment of a solid professional and institutional
shareholder base to the benefit of the Group and the Shareholders as a whole.
The Overall Coordinators (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 it to identify the relevant applications under the
International Offering and to ensure that they are excluded from any allocation of Offer Shares
under the International Offering.
Reallocation
The total number of Offer Shares to be issued or sold pursuant to the International
Offering may change as a result of the reallocation arrangement described in “—The Hong
Kong Public Offering—Reallocation” in this section above, the exercise of the Offer Size
Adjustment Option and 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.
STRUCTURE OF THE GLOBAL OFFERING
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OFFER SIZE ADJUSTMENT OPTION
As part of the Global Offering, the Company has the Offer Size Adjustment Option under
the Hong Kong Underwriting Agreement. The Offer Size Adjustment Option provides
flexibility to increase the number of Offer Shares available for purchase under the Global
Offering to cover additional market demand, if any. The Offer Size Adjustment Option may be
exercised jointly by the Company and the Overall Coordinators prior to the execution of the
International Underwriting Agreement and will expire upon execution of the International
Underwriting Agreement.
Under the Offer Size Adjustment Option, the Company may issue any number of Shares
up to an aggregate of 10,224,900 additional Offer Shares at the Offer Price. These Offer Size
Adjustment Option Shares, if any, will be allocated in such manner as closely as practicable
to maintain the proportionality between the Hong Kong Public Offering and the International
Offering following the application of the reallocation arrangement described in the subsection
headed “—The Hong Kong Public Offering—Reallocation” and the Sponsor-Overall
Coordinators shall allocate additional new Shares to be offered by the Company pursuant to the
International Offering to the Hong Kong Public Offering in order to maintain such
proportionality and the relevant number of Offer Size Adjustment Option Shares shall be
allocated to the International Offering to maintain such proportionality.
If the Offer Size Adjustment Option is exercised in full, the Offer Size Adjustment Option
Shares to be issued pursuant thereto will represent approximately 2.3% of our issued share
capital immediately following the completion of the Global Offering (assuming the Over-
allotment Option is not exercised) and the exercise of the Offer Size Adjustment Option.
The dilution effect of the Offer Size Adjustment Option (assuming the Over-allotment
Option is not exercised) is set out below:
Number of Shares
issued under the
Global Offering before
the exercise of the
Offer Size Adjustment
Option
Approximate
percentage of total
issued share capital
of the Offer Shares
initially offered
before the exercise
of the Offer Size
Adjustment Option
Number of Shares
issued under the
Global Offering
after the full
exercise of the Offer
Size Adjustment
Option
Approximate
percentage of total
issued share capital
of the Offer Shares
initially offered
after the full
exercise of the Offer
Size Adjustment
Option
68,166,200 16.0% 78,391,100 18.0%
STRUCTURE OF THE GLOBAL OFFERING
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The Offer Size Adjustment Option will not be used for price stabilisation purposes and
will not be subject to the provisions of the Securities and Futures (Price Stabilisation) Rules
(Chapter 571W of the Laws of Hong Kong). The Offer Size Adjustment Option will be in
addition to the Over-allotment Option.
The Company will disclose in its allotment results announcement if and to what extent the
Offer Size Adjustment Option has been exercised, or confirm that if the Offer Size Adjustment
Option has not been exercised prior to the execution of the International Underwriting
Agreement which is expected to be on or before Monday, October 20, 2025, it will lapse and
cannot be exercised at any future date.
OVER-ALLOTMENT OPTION
In connection with the Global Offering, the Company is expected to grant the
Over-allotment Option to the International Underwriters, exercisable by the 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 (on behalf of the International Underwriters) at any
time from the Listing Date until 30 days after the last day for lodging applications under the
Hong Kong Public Offering, to require the Company to issue up to an aggregate of 10,224,900
additional Shares, representing not more than 15% of the total number of Offer Shares initially
available under the Global Offering assuming the Offer Size Adjustment Option is not
exercised at all, or up to 11,758,600 additional Shares, representing in aggregate approximately
15% of the Offer Shares initially available under the Global Offering assuming the Offer Size
Adjustment Option is exercised in full, at the Offer Price under the International Offering to,
among other things, cover over-allocations in the International Offering, if any.
If the Offer Size Adjustment Option is not exercised and the Over-allotment Option is
exercised in full, the additional Offer Shares to be issued pursuant thereto will represent
approximately 2.34% of the total Shares in issue immediately following the completion of the
Capitalization Issue, the Global Offering and the issue of Offer Shares pursuant to the
Over-allotment Option (assuming each of the Preferred Shares will be converted into Shares on
a one-to-one basis by way of re-designation and re-classification upon Listing). If the
Over-allotment Option is exercised, an announcement will be made.
STRUCTURE OF THE GLOBAL OFFERING
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STOCK BORROWING ARRANGEMENT
In order to facilitate the settlement of over-allocations, if any, in connection with the
Global Offering, the Stabilizing Manager (on its own or through its affiliates) may choose to
borrow up to an aggregate of 10,224,900 Shares, representing not more than 15% of the total
number of Offer Shares initially available under the Global Offering assuming the Offer Size
Adjustment Option is not exercised at all, or up to 11,758,600 Shares, representing in aggregate
approximately 15% of the Offer Shares initially available under the Global Offering assuming
the Offer Size Adjustment Option is exercised in full, from Black Tea Limited pursuant to the
Stock Borrowing Agreement, which is expected to be entered into between the Stabilizing
Manager and/or its affiliates and Black Tea Limited, on or around October 17, 2025, 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 the Stock Borrowing Agreement with Black Tea Limited is entered into, the borrowing
of Shares will only be effected by the Stabilizing Manager (on its own or through its affiliates)
for the settlement of over-allocations in the International Offering.
The same number of the Shares so borrowed must be returned to Black Tea Limited 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
Overallotment Option is exercised in full.
The stock borrowing arrangement described above 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, and will be effected in compliance with all applicable laws,
rules and regulatory requirements. No payment will be made to Black Tea Limited by the
Stabilizing Manager (on its own or through its affiliates) in relation to such stock borrowing
arrangement.
STABILIZATION
Stabilization is a practice used by underwriters in some markets to facilitate the
distribution of securities. To stabilize, the underwriters may bid for, or purchase, the securities
in the secondary market during a specified period of time, to retard and, if possible, prevent
a decline in the initial public market price of the securities below the offer price. Such
transactions may be effected in all jurisdictions where it is permissible to do so, in each case
in compliance with all applicable laws and regulatory requirements, including those of Hong
Kong. In Hong Kong, the price at which stabilization is effected is not permitted to exceed the
offer price.
In connection with the Global Offering, the Stabilizing Manager (or any person acting for
it), on behalf of the Underwriters, may over-allocate or effect transactions with a view to
stabilizing or supporting the market price of the Shares at a level higher than that which might
otherwise prevail for a limited period after the Listing Date. However, there is no obligation
on the Stabilizing Manager (or any person acting for it) to conduct any such stabilizing action.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 384 ---
Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the
Stabilizing Manager (or any person acting for it) and in what the Stabilizing Manager
reasonably regards as the best interest of the Company; (b) may be discontinued at any time;
and (c) is required to be brought to an end within 30 days of the last day for lodging
applications under the Hong Kong Public Offering. The number of Shares that may be
over-allocated will not exceed the number of Shares that may be sold under the Over-allotment
Option, being 10,224,900 Shares, representing not more than 15% of the total number of Offer
Shares initially available under the Global Offering assuming the Offer Size Adjustment
Option is not exercised at all, or 11,758,600 Shares, representing in aggregate approximately
15% of the Offer Shares initially available under the Global Offering assuming the Offer Size
Adjustment Option is exercised in full.
Stabilization action will be entered into in accordance with the laws, rules and regulations
in place in Hong Kong. Stabilization action permitted in Hong Kong pursuant to the Securities
and Futures (Price Stabilizing) Rules of the SFO includes (a) over-allocating for the purpose
of preventing or minimizing any reduction in the market price of the Shares; (b) selling or
agreeing to sell the Shares so as to establish a short position in them for the purpose of
preventing or minimizing any reduction in the market price of the Shares; (c) purchasing, or
agreeing to purchase, the Shares pursuant to the Offer Size Adjustment Option and the
Over-allotment Option in order to close out any position established under paragraph (a) or (b)
above, (d) purchasing, or agreeing to purchase, any of the Shares for the sole purpose of
preventing or minimizing any reduction in the market price of the Shares, (e) selling or
agreeing to sell any Shares in order to liquidate any position established as a result of those
purchases, and (f) offering or attempting to do anything as described in paragraph (b), (c), (d)
or (e) above.
Specifically, prospective applicants for and investors in the Offer Shares should note that:
(a) the Stabilizing Manager (or any person acting for it) may, in connection with the
stabilizing action, maintain a long position in the Shares;
(b) there is no certainty as to the extent to which and the time or period for which the
Stabilizing Manager (or any person acting for it) will maintain such a long position;
(c) liquidation of any such long position by the Stabilizing Manager (or any person
acting for it) and selling in the open market may have an adverse impact on the
market price of the Shares;
(d) no stabilizing action can be taken to support the price of the Shares for longer than
the stabilization period, which will begin on the Listing Date, and is expected to
expire on 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;
STRUCTURE OF THE GLOBAL OFFERING
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--- page 385 ---
(e) the price of the Shares cannot be assured to stay at or above the Offer Price either
during or after the stabilization period by the taking of any stabilizing action; and
(f) stabilizing bids or transactions effected in the course of the stabilizing action may
be made at any price at or below the Offer Price and can, therefore, be done at a
price below the price paid by applicants for, or investors in, the Offer Shares.
In order to effect stabilization actions, the Stabilizing Manager will arrange cover of up
to an aggregate of 10,224,900 additional Shares, representing not more than 15% of the total
number of Offer Shares initially available under the Global Offering assuming the Offer Size
Adjustment Option is not exercised at all, or up to 11,758,600 additional Shares, representing
in aggregate approximately 15% of the Offer Shares initially available under the Global
Offering assuming the Offer Size Adjustment Option is exercised in full, through borrowing of
Shares from the Shareholders and/or delayed delivery arrangements with investors who have
been allocated Offer Shares in the International Offering. The delayed delivery arrangements
(if specifically agreed by an investor) relate only to the delay in the delivery of the Offer Shares
to such investor and the Offer Price for the Offer Shares allocated to such investor will be paid
on the Listing Date.
The Company will ensure or procure that an announcement in compliance with the
Securities and Futures (Price Stabilizing) Rules of the SFO will be made within seven days of
the expiration of the stabilization period.
Over-Allocation
Following any over-allocation of Shares in connection with the Global Offering, the
Stabilizing Manager (or any person acting for it) may cover such over-allocations by exercising
the Offer Size Adjustment Option and 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 stock borrowing arrangements
or a combination of these means.
PRICING OF THE GLOBAL OFFERING
Determining the Offer Price
The International Underwriters will be soliciting from prospective investors’ indications
of interest in acquiring Offer Shares in the International Offering. Prospective professional and
institutional investors will be required to specify the number of Offer Shares under the
International Offering they would be prepared to acquire either at different prices or at a
particular price. This process, known as “book-building,” is expected to continue up to, and to
cease on or around, the last day for lodging applications under the Hong Kong Public Offering.
STRUCTURE OF THE GLOBAL OFFERING
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Offer Price
The Offer Price per Offer Share under the Hong Kong Public Offering will be identical
to the Offer Price per Offer Share under the International Offering based on the Hong Kong
dollar price per Offer Share, as determined by the Joint Global Coordinators (for themselves
and on behalf of the Underwriters) and our Company and the Single Largest Group of
Shareholders.
Price Payable on Application
The Offer Price will be HK$30.60 per Offer Share. If you apply for the Offer Shares under
the Hong Kong Public Offering, you are required to pay, on application (subject to application
channel), the Offer Price of HK$30.60 per Offer Share, plus 1.0% brokerage, 0.0027% SFC
transaction levy, 0.00015% AFRC transaction levy and 0.00565% Stock Exchange trading fee,
amounting to a total of HK$3,090.85 for one board lot of 100 Shares.
Reduction in Offer Price and/or Number of Offer Shares
The Joint Global Coordinators (for themselves and on behalf of the Underwriters) may,
where considered appropriate, based on the level of interest expressed by prospective
professional and institutional investors during the book-building process, and with the consent
of our Company, reduce the number of Offer Shares and/or the Offer Price as stated in this
prospectus at any time on or prior to the morning of the last day for lodging applications under
the Hong Kong Public Offering. In such case, we will, as soon as practicable following the
decision to make such reduction, and in any event not later than the morning of the day which
is the last day for lodging applications under the Hong Kong Public Offering, cause to be
published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at
jushuitan.com , notices of the reduction. Upon issue of such a notice, the revised number of
Offer Shares and/or the Offer Price will be final and conclusive. Our Company will also, as
soon as practicable following the decision to make such change, issue a supplemental
prospectus updating investors of the change in the number of Offer Shares being offered under
the Global Offering and/or the Offer Price. The Global Offering must first be canceled and
subsequently relaunched on FINI pursuant to the supplemental prospectus.
Before submitting applications for the Hong Kong Offer Shares, applicants should have
regard to the possibility that any announcement of a reduction in the number of Offer Shares
and/or the Offer Price may not be made until the day which is the last day for lodging
applications under the Hong Kong Public Offering. In the absence of any such notice so
published, the number of Offer Shares will not be reduced and/or the Offer Price, if agreed
upon by the Joint Global Coordinators, for themselves and on behalf of the Underwriters, and
our Company, will not be reduced. However, if the number of Offer Shares and/or the Offer
Price is reduced, our Company will issue a supplemental prospectus updating investors of the
change in the number of Offer Shares being offered under the Global Offering and/or the Offer
Price. The Global Offering must first be canceled and subsequently relaunched on FINI
pursuant to the supplemental prospectus.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 387 ---
In the event of a reduction in the number of Offer Shares, the Joint Global Coordinators
(for themselves and on behalf of the Underwriters) may, at their discretion, reallocate the
number of Offer Shares to be offered in the Hong Kong Public Offering and the International
Offering. The Offer Shares to be offered in the Hong Kong Public Offering and the Offer
Shares to be offered in the International Offering may, in certain circumstances, be reallocated
between these offerings at the discretion of the Joint Global Coordinators (for themselves and
on behalf of the Underwriters).
Announcement of Basis of Allocations
The level of indications of interest in the Global Offering, the results of allocations and
the basis of allotment of the Hong Kong Offer Shares are expected to be announced on Monday,
October 20, 2025 through a variety of channels in the manner described in the section headed
“How to Apply for Hong Kong Offer Shares—B. Publication of Results” in this prospectus.
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.
The Company expects to enter into the International Underwriting Agreement relating to
the International Offering on or about Friday, October 17, 2025.
These underwriting arrangements, including the Underwriting Agreements, are
summarized in the section headed “Underwriting” in this prospectus.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares will be conditional on, among other
things:
(a) the Listing Committee granting approval for the listing of, and permission to deal in,
the Shares in issue and to be issued pursuant to the Global Offering on the Main
Board of the Stock Exchange and such approval not subsequently having been
withdrawn or revoked prior to the commencement of trading of the Shares on the
Stock Exchange;
(b) the execution and delivery of the International Underwriting Agreement on or about
Friday, October 17, 2025; and
STRUCTURE OF THE GLOBAL OFFERING
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--- page 388 ---
(c) the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting
Agreement and the obligations of the International Underwriters under the
International Underwriting Agreement becoming and remaining unconditional and
not having been terminated in accordance with the terms of the respective
agreements or otherwise,
in each case on or before the dates and times specified in the respective Underwriting
Agreements (unless and to the extent such conditions are validly waived on or before such
dates and times).
The consummation of each of the Hong Kong Public Offering and the International
Offering is conditional upon, among other things, the other offering becoming unconditional
and not having been terminated in accordance with its terms.
If the above conditions are not fulfilled or waived prior to the dates and times specified,
the Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of
the lapse of the Hong Kong Public Offering will be published on the websites of the Company
and the Stock Exchange at jushuitan.com and www.hkexnews.hk , respectively, on the next
day following such lapse. In such a situation, all application monies will be returned, without
interest, on the terms set out in the section headed “How to Apply for Hong Kong Offer
Shares—D. Despatch/Collection of Share Certificates and Refund of Application Monies” in
this prospectus. In the meantime, all application monies will be held in separate bank
account(s) with the receiving banks or other bank(s) in Hong Kong licensed under the Banking
Ordinance (Chapter 155 of the Laws of Hong Kong).
Share certificates for the Offer Shares will only become valid evidence of title at 8:00
a.m. on Tuesday, October 21, 2025, provided that the Global Offering has become
unconditional in all respects at or before that time.
DEALINGS IN THE SHARES
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00
a.m. in Hong Kong on Tuesday, October 21, 2025, it is expected that dealings in the Shares on
the Stock Exchange will commence at 9:00 a.m. on Tuesday, October 21, 2025.
The Shares will be traded in board lots of 100 Shares each and the stock code of the
Shares will be 6687.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 389 ---
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 jushuitan.com.
The contents of this prospectus are identical to the prospectus as registered with the
Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance.
A. APPLICATION FOR HONG KONG OFFER SHARES
1. Who Can Apply
Y ou can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you
are applying for:
 are 18 years of age or older; and
 have a Hong Kong address (for the White Form eIPO service only).
Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the
Stock Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or the
person(s) for whose benefit you are applying for:
 are an existing Shareholder or 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 am on Monday, October 13,
2025 and end at 12:00 noon on Thursday, October 16, 2025 (Hong Kong time).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 390 ---
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
www.eipo.com.hk Applicants who would like to
receive a physical Share
certificate. Hong Kong Offer
Shares successfully applied for
will be allotted and issued in
your own name.
From 9:00 am on Monday,
October 13, 2025 to 11:30
a.m. on Thursday, October
16, 2025, Hong Kong
time.
The latest time for
completing full payment
of application monies will
be 12:00 noon on
Thursday, October 16,
2025, Hong Kong time.
HKSCC EIPO
channel
Y our broker or custodian
who is a HKSCC
Participant will submit
electronic application
instructions on your behalf
through HKSCC’s FINI
system in accordance with
your instruction
Applicants who would not like to
receive a physical Share
certificate. Hong Kong Offer
Shares successfully applied for
will be allotted and issued in the
name of HKSCC Nominees,
deposited directly into CCASS
and credited to your designated
HKSCC Participant’s stock
account.
Contact your broker or
custodian for the earliest
and latest time for giving
such instructions, as this
may vary by broker or
custodian.
The White Form eIPO service and the HKSCC EIPO channel are facilities subject to
capacity limitations and potential service interruptions and you are advised not to wait until the
last day of the application period to apply for Hong Kong Offer Shares.
For those applying through the White Form eIPO service, once you complete payment
in respect of any application instructions given by you or for your benefit through the White
Form eIPO service to make an application for Hong Kong Offer Shares, an actual application
shall be deemed to have been made. If you are a person for whose benefit the electronic
application instructions are given, you shall be deemed to have declared that only one set of
electronic application instructions has been given for your benefit. If you are an agent for
another person, you shall be deemed to have declared that you have only given one set of
electronic application instructions for the benefit of the person for whom you are an agent and
that you are duly authorized to give those instructions as an agent.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 391 ---
For the avoidance of doubt, giving an application instruction under the White Form eIPO
service more than once and obtaining different application reference numbers without effecting
full payment in respect of a particular reference number will not constitute an actual
application.
If you apply through the White Form eIPO service, you are deemed to have authorized
the White Form eIPO service provider to apply on the terms and conditions in this prospectus,
as supplemented and amended by the terms and conditions of the White Form eIPO service.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your
behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you
jointly and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC
Nominees (acting as nominee for the relevant HKSCC Participants) to apply for Hong Kong
Offer Shares on your behalf and to do on your behalf all the things stated in this prospectus
and any supplement to it.
For those applying through HKSCC EIPO channel, an actual application will be deemed
to have been made for any application instructions given by you or for your benefit to HKSCC
(in which case an application will be made by HKSCC Nominees on your behalf) provided such
application instruction has not been withdrawn or otherwise invalidated before the closing time
of the Hong Kong Public Offering.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor
HKSCC Nominees shall be liable to you or any other person in respect of any actions taken by
HKSCC or HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any
breach of the terms and conditions of this prospectus.
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
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 392 ---
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.
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 the
Hong Kong Offer Shares. Similarly for corporate applicants, a LEI number must be used if an entity has
a LEI certificate.
3. If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will
be required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID
of the asset management company or the individual fund, as appropriate, which has opened a trading
account with the broker will be required, as above.
4. The maximum number of joint applicants on FINI is capped at 4
1 in accordance with market practice.
5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity
document), the identity document’s issuing country or jurisdiction, the identity document type; and (ii),
the identity document number, for each of the beneficial owners or, in the case(s) of joint beneficial
owners, for each joint beneficial owner. If you do not include this information, the application will be
treated as being made for your benefit.
6. If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be treated
as being for your benefit and you should provide the required information in your application as stated
above.
“Unlisted company” means a company with no equity securities listed on the Stock Exchange or any
other stock exchange.
“Statutory control” means you:
 control the composition of the board of directors of the company;
 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.
1 Subject to change, if the Company’s Articles and applicable company law prescribe a lower cap.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 393 ---
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size : 100 Shares
Permitted number of
Hong Kong Offer
Shares for application
and amount payable
on application/
successful allotment
: Hong Kong Offer Shares are available for application
in specified board lot sizes only. Please refer to the
amount payable associated with each specified board
lot size in the table below.
The Offer Price is HK$30.60 per Offer Share.
If you are applying through the HKSCC EIPO
channel, your broker or custodian may require you to
pre-fund your application in such amount as
determined by the broker or custodian, based on the
applicable laws and regulations in Hong Kong. Y ou are
responsible for complying with any such pre-funding
requirement imposed by your broker or custodian with
respect to the Hong Kong Offer Shares you applied for.
By instructing your broker or custodian to apply for
the Hong Kong Offer Shares on your behalf through
the HKSCC EIPO channel, you (and, if you are joint
applicants, each of you jointly and severally) are
deemed to have instructed and authorized HKSCC to
cause HKSCC Nominees (acting as nominee for the
relevant HKSCC Participants) to arrange payment of
the 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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 394 ---
JST Group Corporation Limited
(HK$30.60 per Hong Kong Offer Share)
NUMBER OF HONG KONG OFFER SHARES THAT MAY BE
APPLIED FOR AND PAYMENTS
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
100 3,090.85 1,500 46,362.90 8,000 247,268.81 90,000 2,781,774.09
200 6,181.73 2,000 61,817.20 9,000 278,177.41 100,000 3,090,860.10
300 9,272.58 2,500 77,271.50 10,000 309,086.01 200,000 6,181,720.20
400 12,363.44 3,000 92,725.81 20,000 618,172.02 300,000 9,272,580.30
500 15,454.29 3,500 108,180.10 30,000 927,258.04 400,000 12,363,440.40
600 18,545.17 4,000 123,634.40 40,000 1,236,344.05 500,000 15,454,300.50
700 21,636.02 4,500 139,088.71 50,000 1,545,430.06 1,000,000 30,908,601.00
800 24,726.88 5,000 154,543.00 60,000 1,854,516.05 1,500,000 46,362,901.50
900 27,817.74 6,000 185,451.61 70,000 2,163,602.06 2,000,000 61,817,202.00
1,000 30,908.61 7,000 216,360.20 80,000 2,472,688.08 3,408,300
(1) 105,345,784.79
(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 and in the case of the
AFRC transaction levy, collected by the Stock Exchange on behalf of the SFC and the AFRC respectively).
5. Multiple Applications Prohibited
Y ou or your joint applicant(s) shall not make more than one application for your own
benefit, except where you are a nominee and provide the information of the underlying investor
in your application as required under the paragraph headed “—A. Applications for Hong Kong
Offer Shares—3. Information Required to Apply” in this section. If you are suspected of
submitting or cause to submit more than one application, all of your applications will be
rejected.
Multiple applications made either through (i) the White Form eIPO service, (ii) HKSCC
EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you
have made an application through the White Form eIPO service or HKSCC EIPO channel,
you or the person(s) for whose benefit you have made the application shall not apply for any
Global Offer Shares.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 395 ---
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 authorise 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;
(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 Capital Market Intermediaries, the
Underwriters, any of them or the Company’s respective directors, officers, employees,
partners, agents, advisors and any other parties involved in the Global Offering (the
“Relevant Persons ”), the Hong Kong Share Registrar and HKSCC will not be liable for
any information and representations not in this prospectus and any supplement to it;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 396 ---
(vii) agree to disclose the details of your application and your personal data and any other
personal data which may be required about you and the person(s) for whose benefit you
have made the application to us, the Relevant Persons, the Hong Kong Share Registrar,
HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and any other statutory
regulatory or governmental bodies or otherwise as required by laws, rules or regulations,
for the purposes under the paragraph headed “—G. Personal Data—3. Purposes and 4.
Transfer of personal data” in this section;
(viii) agree (without prejudice to any other rights which you may have once your application
(or as the case may be, HKSCC Nominees’ application) has been accepted) that you will
not rescind it because of an innocent misrepresentation;
(ix) agree that subject to Section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, any application made by you or HKSCC Nominees on your behalf
cannot be revoked once it is accepted, which will be evidenced by the notification of the
result of the ballot by the 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 the paragraph headed “—C.
Circumstances In Which Y ou Will Not Be Allocated Hong Kong Offer Shares” in this
section;
(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it and
the resulting contract will be governed by and construed in accordance with the laws of
Hong Kong;
(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any place
outside Hong Kong that apply to your application and that neither we nor the Relevant
Persons will breach any law inside and/or outside Hong Kong as a result of the acceptance
of your offer to purchase, or any action arising from your rights and obligations under the
terms and conditions contained in this prospectus;
(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not
financed directly or indirectly by the Company, any of the directors, chief executives,
substantial Shareholder(s) or existing shareholder(s) of the Company or any of its
subsidiaries or any of their respective close associates; and (b) you are not accustomed
or will not be accustomed to taking instructions from the Company, any of the directors,
chief executives, substantial shareholder(s) or existing shareholder(s) of the Company or
any of its subsidiaries or any of their respective close associates in relation to the
acquisition, disposal, voting or other disposition of the Shares registered in your name or
otherwise held by you;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 397 ---
(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 Hong Kong Share
Registrar or by any one as your agent or by any other person; and
(xix) (if you are making the application as an agent for the benefit of another person) warrant
that (1) no other application has been or will be made by you as agent for or for the benefit
of that person or by that person or by any other person as agent for that person by giving
electronic application instructions to HKSCC and (2) 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 398 ---
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 White Form eIPO service or HKSCC EIPO channel:
Website The designated results of allocation at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment ) with a
“search by ID” function
The full list of (i) wholly or partially successful
applicants using the White Form eIPO service
and HKSCC EIPO channel, and (ii) the number
of Hong Kong Offer Shares conditionally
allotted to them, among other things, will be
displayed on the “Allotment Results” page of
the designated results of allocation at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment )
24 hours, from 11:00 p.m. on
Monday, October 20, 2025
to 12:00 midnight on
Sunday, October 26, 2025
(Hong Kong time)
The Stock Exchange’s website at
www.hkexnews.hk and our website at
jushuitan.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, October 20, 2025
(Hong Kong time).
Telephone +852 2862 8555 – the allocation results telephone
enquiry line provided by the Hong Kong Share
Registrar
between 9:00 a.m. and 6:00
p.m. on Tuesday,
October 21, 2025,
Wednesday, October 22,
2025, Thursday, October 23,
2025 and Friday, October
24, 2025
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For those applying through HKSCC EIPO channel, you may also check with your broker
or custodian from 6:00 p.m. on Friday, October 17, 2025 (Hong Kong time)
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Friday, October 17, 2025 (Hong Kong time) on a 24-hour basis and should report any
discrepancies on allotments to HKSCC as soon as practicable.
Allocation Announcement
We expect to announce the level of indications of interest in the International Offering,
the level of applications in the Hong Kong Public Offering and the basis of allocations of Hong
Kong Offer Shares on the Stock Exchange’s website at www.hkexnews.hk and our website at
jushuitan.com by no later than 11:00 p.m. on Monday, October 20, 2025 (Hong Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER SHARES
Y ou should note the following situations in which Hong Kong Offer Shares will not be
allocated to you or the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Y our application or the application made by HKSCC Nominees on your behalf may be
revoked pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance.
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.
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--- page 400 ---
4. If:
 you make multiple applications or suspected multiple applications. Y ou may refer to
the paragraph headed “—A. Applications for Hong Kong Offer Shares—5. Multiple
Applications Prohibited” in this section on what constitutes multiple applications;
 your application instruction is incomplete;
 your payment (or confirmation of funds, as the case may be) is not made correctly;
 the Underwriting Agreements do not become unconditional or are terminated;
 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 before balloting. After balloting of Hong Kong Offer Shares, the Receiving
Bank will collect the portion of these funds required to settle each HKSCC Participant’s actual
Hong Kong Offer Share allotment from their Designated Bank.
There is a risk of money settlement failure. In the extreme event of money settlement
failure by a HKSCC Participant (or its Designated Bank), who is acting on your behalf in
settling payment for your allotted shares, HKSCC will contact the defaulting HKSCC
Participant and its Designated Bank to determine the cause of failure and request such
defaulting HKSCC Participant to rectify or procure to rectify the failure.
However, if it is determined that such settlement obligation cannot be met, the affected
Hong Kong Offer Shares will be reallocated to the Global Offer. 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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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D. DESPATCH/COLLECTION OF SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
Y ou will receive one Share certificate for all Hong Kong Offer Shares allotted to you
under the Hong Kong Public Offering (except pursuant to applications made through the
HKSCC EIPO channel where the Share certificates will be deposited into CCASS as described
below).
No temporary document of title will be issued in respect of the Shares. No receipt will
be issued for sums paid on application.
Share certificates will only become valid evidence of title at 8:00 a.m. on Tuesday,
October 21, 2025 (Hong Kong time), provided that the Global Offer has become unconditional
and the right of termination described in the section headed “Underwriting” has not been
exercised. Investors who trade Shares prior to the receipt of Share certificates or the Share
certificates becoming valid do so entirely at their own risk.
The right is reserved to retain any Share certificate(s) and (if applicable) any surplus
application monies pending clearance of application monies.
The following sets out the relevant procedures and time:
White Form eIPO service HKSCC EIPO channel
Despatch/collection of Share certificate
1
For physical share
certificates of equal
or over 1,000,000
Hong Kong Offer
Shares issued under
your own name
Collection in person
from the Hong Kong
Share Registrar,
Computershare Hong
Kong Investor Services
Limited, at Shops
1712-1716, 17th Floor,
Hopewell Centre,
183 Queen’s Road East,
Wanchai, 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
1 Except in the event of a tropical cyclone warning signal number 8 or above, a black rainstorm warning and/or
an “extreme conditions” announcement issued after a super typhoon in force in Hong Kong in the morning on
the Monday, October 20, 2025 rendering it impossible for the relevant share certificates to be dispatched to
HKSCC in a timely manner, the Company shall procure the Hong Kong Share Registrar to arrange for delivery
of the supporting documents and share certificates in accordance with the contingency arrangements as agreed
between them. Y ou may refer to “ —E. Severe Weather Arrangements ” in this section.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 402 ---
White Form eIPO service HKSCC EIPO channel
Time: from 9:00 a.m. to
1:00 p.m. on Tuesday,
October 21, 2025
(Hong Kong time)
No action by you is
required
If you are an individual,
you must not authorise
any other person to
collect for you. If you
are a corporate
applicant, your
authorised representative
must bear a letter of
authorization from your
corporation stamped
with your corporation’s
chop.
Both individuals and
authorised
representatives must
produce, at the time of
collection, evidence of
identity acceptable to
the Hong Kong Share
Registrar.
Note: If you do not collect
your Share certificate(s)
personally within the
time above, it/they will
be sent to the address
specified in your
application instructions
by ordinary post at your
own risk.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 403 ---
White Form eIPO service HKSCC EIPO channel
For physical share
certificates of less than
1,000,000 Offer Shares
issued under your own
name
Y our Share certificate(s)
will be sent to the
address specified in your
application instructions
by ordinary post at your
own risk
Time: on or before
Monday, October 20,
2025
Refund mechanism for surplus application monies paid by you
Date Tuesday, October 21, 2025 Subject to the arrangement
between you and your
broker or custodian
Responsible party Hong Kong Share
Registrar
Y our broker or custodian
Application monies paid
through single bank
account
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
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 404 ---
E. SEVERE WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Thursday, October 16, 2025 if, there is/are:
 a tropical cyclone warning signal number 8 or above;
 a black rainstorm warning; and/or
a n 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, October
16, 2025.
Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on
the next business day which does not have Severe Weather Signals in force at any time between
9:00 a.m. and 12:00 noon.
Prospective investors should be aware that a postponement of the opening/closing of the
application lists may result in a delay in the listing date. Should there be any changes to the
dates mentioned in the section headed “Expected Timetable” in this prospectus, an
announcement will be made and published on the Stock Exchange’s website at
www.hkexnews.hk and our website at jushuitan.com of the revised timetable.
If a Severe Weather Signal is hoisted on Monday, October 20, 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,
October 21, 2025.
If a Severe Weather Signal is hoisted on Tuesday, October 21, 2025:
▪ for physical share certificates of equal or over 1,000,000 offer shares issued under
your own name, you may collect your physical share certificates from the Hong
Kong Share Registrar’s office after the Severe Weather Signal is lowered or
cancelled (e.g. in the afternoon of Tuesday, October 21, 2025 or on Wednesday,
October 22, 2025.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 405 ---
If a Severe Weather Signal is hoisted on Monday, October 20, 2025:
▪ for physical share certificates of less than 1,000,000 offer shares issued under your
own name, despatch 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, October 20, 2025 or on Tuesday, October 21, 2025.
Prospective investors should be aware that if they choose to receive physical share
certificates issued in their own name, there may be a delay in receiving the share
certificates.
F. ADMISSION OF THE SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the Shares on the
Stock Exchange and we comply with the stock admission requirements of HKSCC, the Shares
will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in
CCASS with effect from the date of commencement of dealings in the Shares or any other date
HKSCC chooses. Settlement of transactions between Exchange Participants is required to take
place in CCASS on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC
Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling the Shares to be admitted into
CCASS.
Y ou should seek the advice of your broker or other professional advisor for details of the
settlement arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data
collected and held by the Company, the Hong Kong Share Registrar, the receiving banks and
the Relevant Persons about you in the same way as it applies to personal data about applicants
other than HKSCC Nominees. This personal data may include client identifier(s) and your
identification information. By giving application instructions to HKSCC, you acknowledge
that you have read, understood and agree to all of the terms of the Personal Information
Collection Statement below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of,
Hong Kong Offer Shares, of the policies and practices of the Company and the Hong Kong
Share Registrar in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter
486 of the Laws of Hong Kong).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 406 ---
2. Reasons for the collection of your personal data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure
that personal data supplied to the Company or its agents and the Hong Kong Share Registrar
is accurate and up-to-date when applying for Hong Kong Offer Shares or transferring Hong
Kong Offer Shares into or out of their names or in procuring the services of the Hong Kong
Share Registrar.
Failure to supply the requested data or supplying inaccurate data may result in your
application for Hong Kong Offer Shares being rejected, or in the delay or the inability of the
Company or the Hong Kong Share Registrar to effect transfers or otherwise render their
services. It may also prevent or delay registration or transfers of Hong Kong Offer Shares
which you have successfully applied for and/or the despatch of Share certificate(s) to which
you are entitled.
It is important that applicants for and holders of Hong Kong Offer Shares inform the
Company and the Hong Kong Share Registrar immediately of any inaccuracies in the personal
data supplied.
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;
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 397 –


--- page 407 ---
 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.
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 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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 408 ---
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 the section headed
“Corporate information” in this prospectus or as notified from time to time, for the attention
of the company secretary, or the Hong Kong Share Registrar for the attention of the privacy
compliance officer.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 409 ---
The following is the text of a report set out on pages I-1 to I-3, received from the
Company’ s reporting accountant, PricewaterhouseCoopers, Certified Public Accountants,
Hong Kong, for the purpose of incorporation in this prospectus. It is prepared and addressed
to the directors of the Company and to the Joint Sponsors pursuant to the requirements of 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.
ACCOUNTANT’S REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF JST GROUP CORPORATION LIMITED, CHINA INTERNATIONAL
CAPITAL CORPORATION HONG KONG SECURITIES LIMITED AND J.P. MORGAN
SECURITIES (FAR EAST) LIMITED
Introduction
We report on the historical financial information of JST GROUP CORPORA TION
LIMITED (the “Company”) and its subsidiaries (together, the “Group”) set out on pages I-4 to
I-98, which comprises the consolidated balance sheets as at 31 December 2022, 2023, 2024 and
30 June 2025, the balance sheets of the Company as at 31 December 2022, 2023, 2024 and 30
June 2025, and the consolidated statements of comprehensive (loss)/income, the consolidated
statements of changes in equity and the consolidated statements of cash flows for each of the
years ended 31 December 2022, 2023, 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-98 forms an integral part of this report, which has been prepared for inclusion
in the prospectus of the Company dated October 13, 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 the 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 presentation and
preparation set out in Notes 1.3 and 2.1 to the Historical Financial Information, and for such
internal control as the directors determine is necessary to enable the preparation of Historical
Financial Information that is free from material misstatement, whether due to fraud or error.
Reporting accountant’s 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 ACCOUNTANT’S REPORT
– I-1 –


--- page 410 ---
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 accountant’s 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 accountant considers internal control relevant to the entity’s
preparation of Historical Financial Information that gives a true and fair view in accordance
with the basis of presentation and preparation set out in Notes 1.3 and 2.1 to the Historical
Financial Information in order to design procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal
control. Our work also included evaluating the appropriateness of accounting policies used and
the reasonableness of accounting estimates made by the directors, as well as evaluating the
overall presentation of the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion, the Historical Financial Information gives, for the purposes of the
accountant’s report, a true and fair view of the financial position of the Company as at
31 December 2022, 2023, 2024 and 30 June 2025 and the consolidated financial position of the
Group as at 31 December 2022, 2023, 2024 and 30 June 2025 and of its consolidated financial
performance and its consolidated cash flows for the Track Record Period in accordance with
the basis of presentation and preparation set out in Notes 1.3 and 2.1 to the Historical Financial
Information.
Review of stub period comparative financial information
We have reviewed the stub period comparative financial information of the Group which
comprises the consolidated statement of comprehensive (loss)/income, the consolidated
statement of changes in equity and the consolidated statement of cash flows for the six months
ended 30 June 2024 and other explanatory information (the “Stub Period Comparative
Financial Information”). The directors of the Company are responsible for the presentation and
preparation of the Stub Period Comparative Financial Information in accordance with the basis
of presentation and preparation set out in Notes 1.3 and 2.1 to the Historical Financial
Information. Our responsibility is to express a conclusion on the Stub Period Comparative
Financial Information based on our review. We conducted our review in accordance with
International Standard on Review Engagements 2410, Review of Interim Financial Information
Performed by the Independent Auditor of the Entity issued by the International Auditing and
Assurance Standards Board (“IAASB”). A review consists of making inquiries, primarily of
persons responsible for financial and accounting matters, and applying analytical and other
review procedures. A review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing and consequently does not enable us to
obtain assurance that we would become aware of all significant matters that might be identified
in an audit. Accordingly, we do not express an audit opinion. Based on our review, nothing has
come to our attention that come to our that causes us to believe that the Stub Period
Comparative Financial Information, for the purposes of the accountant’s report, is not
prepared, in all material respects, in accordance with the basis of presentation and preparation
set out in Notes 1.3 and 2.1 to the Historical Financial Information.
APPENDIX I ACCOUNTANT’S REPORT
– I-2 –


--- page 411 ---
Report on matters under the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (the “Listing Rules”) 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 13 to the Historical Financial Information which states that no dividends
have been paid by JST Group Corporation Limited in respect of the Track Record Period.
No statutory financial statements for the Company
No statutory financial statements have been prepared for the Company since its date of
incorporation.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong, October 13, 2025
APPENDIX I ACCOUNTANT’S REPORT
– I-3 –


--- page 412 ---
I HISTORICAL FINANCIAL INFORMATION OF THE GROUP
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this
accountant’s report.
The consolidated financial statements of the Group for the Track Record Period, on which
the Historical Financial Information is based, were audited by PricewaterhouseCoopers in
accordance with International Standards on Auditing issued by the IAASB (“Underlying
Financial Statements”).
The Historical Financial Information is presented in Renminbi (“RMB”) and all values
are rounded to the nearest thousand (RMB’000) except when otherwise indicated.
APPENDIX I ACCOUNTANT’S REPORT
– I-4 –


--- page 413 ---
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME
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 6 523,078 697,191 909,750 420,973 523,642
Cost of sales 7 (249,565) (262,585) (286,899) (141,593) (147,573)
Gross profit 273,513 434,606 622,851 279,380 376,069
Selling and marketing expenses 7 (314,310) (343,999) (369,921) (170,556) (189,002)
General and administrative
expenses 7 (98,079) (131,430) (90,489) (45,089) (49,006)
Research and development
expenses 7 (234,327) (233,913) (239,798) (112,096) (115,379)
Provision for impairment loss on
financial assets 3.1(b) (25) (137) (150) (10) (581)
Other income 9 22,055 32,896 15,096 3,358 3,793
Other (loss)/gains – net 10 (18,522) 2,565 318 (2,948) 1,194
Operating (loss)/income (369,695) (239,412) (62,093) (47,961) 27,088
Finance income 11 1,485 6,726 6,495 5,437 4,891
Finance costs 11 (103,717) (13,650) (1,079) (631) (355)
Finance (costs)/income – net (102,232) (6,924) 5,416 4,806 4,536
Loss on convertible redeemable
preferred shares 26 – (225,435) (18,526) (14,301) (72,512)
Share of net (loss)/gain of
investments accounted for
using equity method 18 (35,152) (18,252) (4,438) (2,747) 585
Loss before income tax (507,079) (490,023) (79,641) (60,203) (40,303)
Income tax credit/(expense) 12 – – 90,224 (136) 759
(Loss)/profit for the
year/period (507,079) (490,023) 10,583 (60,339) (39,544)
(Loss)/profit attributable to:
Equity owners of the Company (505,335) (486,555) 12,152 (58,845) (41,146)
Non-controlling interests (1,744) (3,468) (1,569) (1,494) 1,602
(507,079) (490,023) 10,583 (60,339) (39,544)
APPENDIX I ACCOUNTANT’S REPORT
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--- page 414 ---
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)
Other comprehensive
income/(loss), net of tax
Items that may be reclassified to
profit or loss
Exchange differences on
translation of foreign operation 93 (3) (102) 185 (170)
Items that may not be
reclassified to profit or loss
Fair value changes on
convertible redeemable
preferred shares due to own
credit risk 26 – 2,063 2,516 (1,636) (2,141)
Total comprehensive
(loss)/income for the
year/period (506,986) (487,963) 12,997 (61,790) (41,855)
Total comprehensive
(loss)/income attributable to:
Equity owners of the Company (505,260) (484,494) 14,587 (60,333) (43,423)
Non-controlling interests (1,726) (3,469) (1,590) (1,457) 1,568
(506,986) (487,963) 12,997 (61,790) (41,855)
(Loss)/earning per share
attributable to the equity
owners of the Company for
the year (expressed in RMB
per share)
– Basic and diluted 14 (283.61) (273.07) 6.82 (33.03) (23.09)
APPENDIX I ACCOUNTANT’S REPORT
– I-6 –


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CONSOLIDATED BALANCE SHEETS
As at 31 December
As at
30 June
Note 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
ASSETS
Non-current assets
Contract acquisition costs 6.2 227,467 248,714 258,519 264,468
Property, plant and equipment 15 10,419 5,521 3,698 2,130
Right-of-use assets 16 9,275 26,439 15,279 10,828
Intangible assets 17 7,155 5,674 4,037 3,173
Investments accounted for
using equity method 18 117,791 99,539 84,946 53,169
Financial assets at fair value
through profit or loss 20(b) 213,047 131,773 121,042 123,027
Financial assets at fair value
through other
comprehensive income 20(c) 20,000 – – 101,002
Prepayments 23 67,566 76,378 57,597 51,397
Deferred income tax assets 19 – – 90,375 91,200
Total non-current assets 672,720 594,038 635,493 700,394
Current assets
Inventories 347 465 523 324
Contract acquisition costs 6.2 85,498 125,575 139,494 146,018
Financial assets at fair value
through profit or loss 20(a) 6,50 0–––
Financial assets at fair value
through other
comprehensive income 20(c) 150,00 0–––
Trade and other receivables 21 102,547 98,919 190,447 237,910
Prepayments 23 14,241 26,788 64,092 65,430
Restricted cash 22(b) – – 100,000 –
Cash and cash equivalents 22(a) 426,659 897,327 1,085,276 730,831
Total current assets 785,792 1,149,074 1,579,832 1,180,513
Total assets 1,458,512 1,743,112 2,215,325 1,880,907
APPENDIX I ACCOUNTANT’S REPORT
– I-7 –


--- page 416 ---
As at 31 December
As at
30 June
Note 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
DEFICITS IN EQUITY
Attributable to equity
owners of
the Company
Share capital 27 –111
Share premium 27 – 2,479,571 2,479,571 2,479,571
Other reserves 28 76,131 (4,073,572) (4,060,430) (4,054,533)
Accumulated losses (1,586,027) (2,072,582) (2,060,430) (2,101,576)
Deficits in equity
attributable to owners of
the Company (1,509,896) (3,666,582) (3,641,288) (3,676,537)
Non-controlling interests (3,171) (6,639) (8,208) (6,606)
Total deficits in equity (1,513,067) (3,673,221) (3,649,496) (3,683,143)
LIABILITIES
Non-current liabilities
Lease liabilities 16 2,313 17,443 6,863 1,930
Contract liabilities 6.2 755,759 979,527 1,159,893 1,252,306
Financial liabilities to
investors 25 1,200,71 7–––
Total non-current liabilities 1,958,789 996,970 1,166,756 1,254,236
Current liabilities
Trade and other payables 24 474,611 654,726 749,766 768,018
Contract liabilities 6.2 530,377 624,958 795,073 855,268
Lease liabilities 16 7,802 11,778 9,315 11,256
Convertible redeemable
preferred shares 26 – 3,127,901 3,143,911 2,675,272
Total current liabilities 1,012,790 4,419,363 4,698,065 4,309,814
Total liabilities 2,971,579 5,416,333 5,864,821 5,564,050
Total deficits in equity and
liabilities 1,458,512 1,743,112 2,215,325 1,880,907
Net current liabilities (226,998) (3,270,289) (3,118,233) (3,129,301)
APPENDIX I ACCOUNTANT’S REPORT
– I-8 –


--- page 417 ---
BALANCE SHEET OF THE COMPANY
As at 31 December
As at
30 June
Note 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
ASSETS
Non-current assets
Investment in subsidiaries 34 – 5,125,710 5,136,438 5,144,646
Total non-current assets – 5,125,710 5,136,438 5,144,646
Current assets
Other receivables 21 1 350,027 350,027 27
Prepayments 23 – 8,181 11,015 7,280
Cash and cash equivalents – 1,307 709 31,458
Total current assets 1 359,515 361,751 38,765
Total assets 1 5,485,225 5,498,189 5,183,411
EQUITY
Attributable to equity
owners of the Company
Share capital 27 1111
Share premium 27 – 2,479,571 2,479,571 2,479,571
Other reserves 28 – 95,118 108,362 114,429
Accumulated losses (29) (226,181) (245,912) (322,122)
Total (deficits)/equity (28) 2,348,509 2,342,022 2,271,879
LIABILITIES
Current liabilities
Other payables 24 29 8,815 12,256 236,260
Convertible redeemable
preferred shares 26 – 3,127,901 3,143,911 2,675,272
Total current liabilities 29 3,136,716 3,156,167 2,911,532
Total liabilities 29 3,136,716 3,156,167 2,911,532
Total equity and liabilities 1 5,485,225 5,498,189 5,183,411
Net current liabilities (28) (2,777,201) (2,794,416) (2,872,767)
APPENDIX I ACCOUNTANT’S REPORT
– I-9 –


--- page 418 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Attributable to equity owners of the Company Non-
controlling
interests
Total
deficits in
equityNote
Share
capital
Share
premium
Other
reserves
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Balance at 1 January
2022 – – 51,477 (1,080,692) (1,029,215) (3,328) (1,032,543)
Comprehensive loss
Loss for the year – – – (505,335) (505,335) (1,744) (507,079)
Other comprehensive
income – – 93 – 93 – 93
Transactions with
owners of the
Company
Capital contribution
from non-controlling
shareholders – – – – – 1,901 1,901
Share-based payments
for employees 29 – – 24,561 – 24,561 – 24,561
Balance at 31
December 2022 – – 76,131 (1,586,027) (1,509,896) (3,171) (1,513,067)
APPENDIX I ACCOUNTANT’S REPORT
– I-10 –


--- page 419 ---
Attributable to equity owners of the Company Non-
controlling
interests
Total
deficits in
equityNote
Share
capital
Share
premium
Other
reserves
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Balance at 1 January
2023 – – 76,131 (1,586,027) (1,509,896) (3,171) (1,513,067)
Comprehensive loss
Loss for the year – – – (486,555) (486,555) (3,468) (490,023)
Fair value changes on
convertible
redeemable preferred
shares due to own
credit risk – – 2,063 – 2,063 – 2,063
Currency translation
differences – – (3) – (3) – (3)
Transactions with
owners of the
Company
Effect of the
Reorganisation 1 2,479,571 (2,481,586) – (2,014) – (2,014)
Issuance of conversion
redeemable preferred
shares 26 – – (1,691,449) – (1,691,449) – (1,691,449)
Share-based payments
for employees 29 – – 21,272 – 21,272 – 21,272
Balance at
31 December 2023 1 2,479,571 (4,073,572) (2,072,582) (3,666,582) (6,639) (3,673,221)
APPENDIX I ACCOUNTANT’S REPORT
– I-11 –


--- page 420 ---
Attributable to equity owners of the Company Non-
controlling
interests
Total
deficits in
equityNote
Share
capital
Share
premium
Other
reserves
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Balance at 1 January
2024 1 2,479,571 (4,073,572) (2,072,582) (3,666,582) (6,639) (3,673,221)
Comprehensive
income/(loss)
Profit/(loss) for the year – – – 12,152 12,152 (1,569) 10,583
Fair value changes on
convertible
redeemable preferred
shares due to own
credit risk 26 – – 2,516 – 2,516 – 2,516
Currency translation
differences – – (102) – (102) – (102)
Transactions with
owners of the
Company
Share-based payments
for employees 29 – – 10,728 – 10,728 – 10,728
Balance at
31 December 2024 1 2,479,571 (4,060,430) (2,060,430) (3,641,288) (8,208) (3,649,496)
APPENDIX I ACCOUNTANT’S REPORT
– I-12 –


--- page 421 ---
Attributable to equity owners of the Company Non-
controlling
interests
Total
deficits in
equityNote
Share
capital
Share
premium
Other
reserves
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Balance at 1 January
2025 1 2,479,571 (4,060,430) (2,060,430) (3,641,288) (8,208) (3,649,496)
Comprehensive loss
Profit/(loss) for the
period – – – (41,146) (41,146) 1,602 (39,544)
Fair value changes on
convertible
redeemable preferred
shares and warrants
due to own credit risk 26 – – (2,141) – (2,141) – (2,141)
Currency translation
differences – – (170) – (170) – (170)
Transactions with
owners of the
Company
Share-based payments
for employees 29 – – 8,208 – 8,208 – 8,208
Balance at 30 June
2025 1 2,479,571 (4,054,533) (2,101,576) (3,676,537) (6,606) (3,683,143)
Balance at 1 January
2024 1 2,479,571 (4,073,572) (2,072,582) (3,666,582) (6,639) (3,673,221)
Comprehensive loss
Loss for the period – – – (58,845) (58,845) (1,494) (60,339)
Fair value changes on
convertible
redeemable preferred
shares and warrants
due to own credit risk 26 – – (1,636) – (1,636) – (1,636)
Currency translation
differences – – 185 – 185 – 185
Transactions with
owners of the
Company
Share-based payments
for employees 29 – – 11,133 – 11,133 – 11,133
Balance at 30 June
2024 (Unaudited) 1 2,479,571 (4,063,890) (2,131,427) (3,715,745) (8,133) (3,723,878)
APPENDIX I ACCOUNTANT’S REPORT
– I-13 –


--- page 422 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
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)
Cash flows from operating
activities
Cash generated from operations 30 78,711 210,381 279,259 1,976 159,929
Income tax paid – – (89) (74) –
Net cash generated from
operating activities 78,711 210,381 279,170 1,902 159,929
Cash flows from investing
activities
Loan to related parties 33(b) (15,500) (1,000) – – –
Repayment of loan and interests
by related parties 33(b) 3,000 18,136 1,578 1,578 –
Repayment of loan by a third
party 4,000 ––––
Proceeds from redemption of
wealth management product 3.3 1,326,161 91,036 4,258,669 841,471 2,759,314
Purchase of wealth management
product 3.3, 22(b) (1,297,500) (84,300) (4,250,030) (840,000) (2,756,630)
Increase in restricted cash 22(b) – – (100,000) – –
Decrease in restricted cash 22(b) –––– 100,000
Interest received from time
deposits 3.3 4,044 3,375 – – –
Purchase of time deposits 3.3 (170,000) (20,000) – – (100,000)
Redemption of time deposits 3.3 30,000 190,000 – – –
Payment for equity investment 18(i) (5,000) ––––
Payment for unlisted equity
investment 3.3 (51,781) ––––
Disposal of unlisted equity
investment 3.3 – 83,032 – – –
Disposal of an associate 18(i), (iv) – – 13,500 13,500 30,000
Receipt of dividends from an
investment with significant
influence 620 970 – – –
Others (2,459) (265) (969) (473) (85)
Net cash (used in)/generated
from investing activities (174,415) 280,984 (77,252) 16,076 32,599
APPENDIX I ACCOUNTANT’S REPORT
– I-14 –


--- page 423 ---
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)
Cash flows from financing
activities
Proceeds from issue of shares of
the Company to the then
shareholders of Shanghai
Jushuitan Network Technology
Co., Ltd. (“Shanghai
Jushuitan”) pursuant to the
Reorganisation – 141,445 – – –
Cash paid to the then
shareholders of Shanghai
Jushuitan pursuant to the
Reorganisation – (143,484) – – –
Capital contributions from non-
controlling shareholders 1,901 – – – –
Proceeds from bank borrowings 30(d) – 138,657 – – –
Repayment of bank borrowings
and interest 30(d) – (138,914) – – –
Redemption of conversion
redeemable preferred shares 26 – – – – (543,292)
Principal elements and interest
elements of lease payments 30(d) (14,753) (11,969) (12,184) (7,144) (3,841)
Payment for listing expense – (6,400) (991) (623) –
Net cash used in financing
activities (12,852) (20,665) (13,175) (7,767) (547,133)
Net (decrease)/increase in cash
and cash equivalents (108,556) 470,700 188,743 10,211 (354,605)
Effect of exchange rate changes 622 (32) (794) 134 160
Cash and cash equivalents at
beginning of the year/period 534,593 426,659 897,327 897,327 1,085,276
Cash and cash equivalents at
end of the year/period 426,659 897,327 1,085,276 907,672 730,831
APPENDIX I ACCOUNTANT’S REPORT
– I-15 –


--- page 424 ---
II NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1 GENERAL INFORMATION, REORGANISATION AND BASIS OF PRESENTATION
1.1 General information
JST Group Corporation Limited (the “Company”) was incorporated in the Cayman Islands on 2 August 2021
as an exempted company with limited liability under the Companies Act (As Revised) of the Cayman Islands. The
address of the Company’s registered office 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. The Company and its subsidiaries (hereinafter collectively
referred to as the “Group”) are principally engaged in providing e-commerce SaaS ERP service in the People’s
Republic of China (the “PRC”) (the “Listing Business”).
1.2 Reorganisation
Prior to incorporation of the Company and the completion of the reorganisation as described below (the
“Reorganisation”), the Listing Business was mainly carried out by Shanghai Jushuitan Network Technology Co., Ltd.
(“Shanghai Jushuitan”), a limited liability company established in the PRC, and its subsidiaries (the “PRC Operating
Entities”).
In preparation for the initial public offering and listing of the shares of the Company on the Main Board of
The Stock Exchange of Hong Kong Limited (the “Listing”), the Group underwent the Reorganisation to incorporate
the Company as the holding company of the companies which now comprise the Group to conduct the Listing
Business. The Reorganisation involved the following steps:
(a) Incorporation of the Company
On 2 August 2021, the Company was incorporated in the Cayman Islands as an exempted company with
limited liability. As at the date of incorporation, the authorised share capital of the Company was United States
Dollar (“US$”) 50,000 divided into 500,000,000 ordinary shares with a par value of US$0.0001 each. On the
date of its incorporation, and September 13, 2021, the Company allotted and issued 2,039,641 ordinary shares
to the four of the then shareholders of Shanghai Jushuitan (the “Initial Shareholders”) and two other investors.
(b) Incorporation of an offshore subsidiary in the British Virgin Islands (the “BVI”)
True V alue Limited was incorporated in the BVI with limited liability on 14 September 2021 as an
intermediate holding company of the Group. On the date of incorporation, one ordinary share of True V alue
Limited was issued and allotted to the Company. Upon completion of such allotment and issue, True V alue
Limited became directly wholly-owned by the Company.
(c) Incorporation of an offshore subsidiary in Hong Kong
Hong Kong True V alue Limited (“HK True V alue”) was incorporated in Hong Kong with a limited
liability on 4 October 2021 as an intermediate holding company of the Group. On the date of incorporation,
1 ordinary share of HK True V alue was issued and allotted to True V alue Limited. Upon completion of such
allotment and issue, HK True V alue became directly wholly-owned by True V alue Limited.
(d) Acquisition of equity interests of Shanghai Jushuitan from its then shareholders by HK True V alue
For the purpose of reflecting and mirroring the then shareholding structure of Shanghai Jushuitan before
the Reorganisation, on 21 February 2023, the Company (a) repurchased 337,815 ordinary shares from the
Initial Shareholders, (b) entered into share subscription agreements with the then shareholders of Shanghai
Jushuitan except for the Initial Shareholders for their subscription of 1,800,745 convertible redeemable
preferred share (“Preferred Shares”) reclassified from authorized ordinary shares, including (i) 288,441 Series
Angel Preferred Shares (including 276,607 in the form of warrant (“Warrant”) with exercise price equal to
RMB1 per share), (ii) 79,290 Series Pre-A Preferred Shares (including 65,089 in the form of Warrant with
exercise price equal to RMB1 per share), (iii) 299,137 Series A Preferred Shares in the form of Warrant with
exercise price equal to RMB1 per share, (iv) 235,212 Series B1 Preferred Shares (including 89,604 in the form
APPENDIX I ACCOUNTANT’S REPORT
– I-16 –


--- page 425 ---
of Warrant with exercise price equal to RMB1 per share), (v) 234,749 Series B2 Preferred Shares (including
108,313 in the form of Warrant with exercise price equal to RMB1 per share), (vi) 286,239 Series B3 Preferred
Shares in the form of Warrant with exercise price equal to RMB1 per share, and (vii) 377,677 Series C
Preferred Shares of the Company (including 329,878 in the form of Warrant with exercise price equal to their
original issue price), and (c) reserved 311,780 ordinary shares to be issued for the purpose of employee
incentive.
On 21 February 2023, HK True V alue entered into share transfer agreements with the shareholders of
Shanghai Jushuitan other than Broad Street Investments Holding (Singapore) Pte. Ltd. (“Broad Street”),
StoneBridge 2020, L.P . (“StoneBridge”), StoneBridge 2020 Offshore Holdings II, L.P . (“StoneBridge II”) and
Zhongjin Gongying Qijiang (Shanghai) Science and Innovation Equity Investment Fund Partnership (L.P .)
(“CICC Gongying Fund”), pursuant to which HK True V alue agreed to acquire their equity interests in
Shanghai Jushuitan equivalent to RMB3,484,473 of registered share capital, representing 91.3517% of the then
share capital of Shanghai Jushuitan, at an aggregate consideration of RMB3,484,473, which has been paid in
2023.
Upon and from the issuance of the Warrants, the warrant holders shall be deemed as the holders of Preferred
Shares assuming the Warrants have been exercised in full, and the Company shall procure that the warrant holders
have, any and all of the rights of Preferred Shares.
On 8 June 2023, the Warrants held by the warrant holders except for (Broad Street, StoneBridge, StoneBridge
II and CICC Gongying Fund) were exercised, and on 5 September 2023, the Warrants held by Broad Street,
StoneBridge, StoneBridge II and CICC Gongying Fund were exercised since relevant regulatory filings have been
completed. On the same day of 5 September 2023, HK True V alue further acquired the remaining 8.6483% equity
interests in Shanghai Jushuitan from Broad Street, StoneBridge, StoneBridge II and CICC Gongying Fund at an
aggregate consideration of RMB 490,000,000 or equivalent US dollars and Shanghai Jushuitan became the subsidiary
of HK True V alue with 100% equity interests. The consideration of RMB140,000,000 has been settled in 2023 and
the remaining RMB350,000,000 as promissory notes receivable due from HK True V alue were settled subsequently
in March 2025 (Note 21).
Upon completion of the above transfers on 21 February 2023, the Group’s reorganisation was in substance
completed and the Company became the holding company of Shanghai Jushuitan and the companies now comprising
the Group.
Overall, the transactions above were considered multiple steps of one transaction which formed a
recapitalisation of the Listing Business with no changes in management of the Listing Business and the ultimate
owners of the Listing Business remain the same.
Moreover, as the Group’s reorganisation was completed by 31 December 2023, the Group’s historical financial
information for the years ended 31 December 2022, 2023, 2024 and the six months ended 30 June 2024 and 2025
was prepared on consolidated basis.
Upon the completion of the Reorganisation and as at the date of this report, the Group had direct or indirect
interests in the following subsidiaries:
Company name
Country/place
and date of
incorporation/
establishment
Registered
issued capital
Attributable equity interest of the Group
Principal
activities
and place of
operation Note
As at 31 December
As at
30 June As at the date
of this report2022 2023 2024 2025
Directly held:
True V alue Limited BVI,
14 Sep 2021
USD1 100% 100% 100% 100% 100% BVI
Indirectly held:
Shanghai Jushuitan
Network Technology Co.,
Ltd.Ҧ
ʮ̡
The PRC,
26 Sep 2014
RMB606,481,809 100% 100% 100% 100% 100% Shanghai (i)
Jiaxing Jushuitan Smart
Technology Co., Ltd. ྗ
ʮ
̡
The PRC,
29 Jun 2020
RMB50,000,000 100% 100% 100% 100% 100% Jiaxing (ii)
APPENDIX I ACCOUNTANT’S REPORT
– I-17 –


--- page 426 ---
Company name
Country/place
and date of
incorporation/
establishment
Registered
issued capital
Attributable equity interest of the Group
Principal
activities
and place of
operation Note
As at 31 December
As at
30 June As at the date
of this report2022 2023 2024 2025
Nanchang Jushuitan
Information Technology
Co., Ltd.ࢹڦ
ʮ̡
The PRC,
28 Jan 2021
RMB10,000,000 100% 100% 100% 100% 100% Nanchang
Jiaxing Jushuitan
Information Technology
Co., Ltd.ࢹڦ
ʮ̡
The PRC,
27 Jan 2014
RMB1,000,000 100% 100% 100% 100% 100% Jiaxing
Shenzhen Zhongxiang
Network Technology Co.,
Ltd.Ҧ
ʮ̡
The PRC,
1 Aug 2011
RMB2,000,000 100% 100% 100% 100% 100% Shenzhen
Shanghai Juhuotong
E-Commerce Co., Ltd. ɪ
ʮ
̡
The PRC,
26 Apr 2020
RMB5,000,000 90% 90% 90% 90% 90% Shanghai (iii)
Hangzhou Jushuitan
Network Technology Co.,
Ltd.Ҧ
ʮ̡
The PRC,
28 Sep 2021
RMB10,000,000 85% 85% 85% 85% 85% Hangzhou (iv)
Shanghai Shengshang
Technology Co., Ltd. ɪ
ʮ̡
The PRC,
31 Jan 2019
RMB60,000,000 100% 100% 100% 100% 100% Shanghai (vi)
Hong Kong Jushuitan
Technology Co., Limited
ʮ̡
Hong Kong,
1 Sep 2020
USD2,571,572.00 100% 100% 100% 100% 100% Hong Kong (viii)
JST Investment Holding
Corporation
BVI,
14 May 2021
– 100% 100% 100% 100% 100% BVI
Zhuhai Furun Technology
Co., Ltd.ҦϞ
ʮ̡ (“Zhuhai Furun”)
The PRC,
7 Apr 2011
RMB1,000,000 100% 100% 100% 100% 100% Zhuhai (v)
JST ERP Technology
(Thailand) Company
Limited
Thailand,
31 Oct 2022
USD220,000 80% 80% 80% 80% 80% Thailand (vii)
Jiaxing Jushuitan
Investment Management
Partnership (limited
partnership) (“Jiaxing
Partnership”)
ྗጳၳ˥ᆐҳ༟၍ଣΥྫ
Άุ(Υྫ)
The PRC,
7 Sep 2017
RMB3,208,972 100% 100% 100% 100% 100% Jiaxing
HK True V alue Limited Hong Kong,
4 Oct 2021
HKD1 100% 100% 100% 100% 100% Hong Kong (ix)
The English names of certain subsidiaries referred herein represent the directors’ best effort at translating the
Chinese names of these companies as no English names have been registered.
APPENDIX I ACCOUNTANT’S REPORT
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Except for below mentioned, no statutory audited financial statements were issued for some companies as they
are either newly incorporated or not required to issue audited financial statements under the statutory requirement of
their respective place of incorporation.
(i) The statutory financial statements of Shanghai Jushuitan for the years ended 31 December 2022, 2023
and 2024 were audited by Shanghai Zhonghui Certified Public Accountants.
(ii) The statutory financial statements of Jiaxing Jushuitan Smart Technology Co., Ltd. for the years ended
31 December 2022, 2023 and 2024 were audited by Jiaxing Zhenhe Certified Public Accountants.
(iii) The statutory financial statements of Shanghai Juhuotong E-Commerce Co., Ltd. for the years ended
31 December 2022, 2023 and 2024 were audited by Shanghai Zhonghui Certified Public Accountants.
(iv) The statutory financial statements of Hangzhou Jushuitan Network Technology Co., Ltd. for the year
ended 31 December 2022, 2023 and 2024 were audited by Jiaxing Zhenhe Certified Public Accountants.
(v) The statutory financial statements of Zhuhai Furun Technology Co., Ltd. for the year ended
31 December 2022 was audited by Zhuhai Guorui Xinda Certified Public Accountants. The financial
statements of Zhuhai Furun Technology Co., Ltd. for the years ended 31 December 2023 and 2024 were
not audited.
(vi) The statutory financial statements of Shanghai Shengshang Technology Co., Ltd. for the year ended
31 December 2024 was audited by Shanghai Zhonghui Certified Public Accountants. The statutory
financial statements of Shanghai Shengshang Technology Co., Ltd. for the year ended 31 December
2023 was audited by Jiaxing Zhenhe Certified Public Accountants. The financial statements of Shanghai
Shengshang Technology Co., Ltd. for the year ended 31 December 2022 was not audited.
(vii) The statutory financial statements of JST ERP Technology (Thailand) Company Limited for the year
ended 31 December 2024 was audited by The Best Associated Accounting Co., Ltd. The statutory
financial statements of JST ERP Technology (Thailand) Company Limited for the years ended
31 December 2022 and 2023 were audited by Goglobal Accounting (Thailand) Co., Ltd.
(viii) The statutory financial statements of Hong Kong Jushuitan Technology Co., Limited for the year ended
31 December 2023 was audited by ICS CPA Limited. The statutory financial statements of Hong Kong
Jushuitan Technology Co., Limited for the years ended 31 December 2022 and 2024 were not audited.
(ix) The statutory financial statements of HK True V alue Limited for the year ended 31 December 2023 was
audited by ICS CPA Limited. The statutory financial statements of HK True V alue Limited for the years
ended 31 December 2022 and 2024 were not audited.
1.3 Basis of presentation
Immediately prior to and after the Reorganisation, the Listing Business was mainly conducted through the PRC
Operating Entities. Pursuant to the Reorganisation, the Listing Business were ultimately under effective control of
the Company through direct equity holding. The Company has not been involved in any other business prior to the
Reorganisation and do not meet the definition of a business. The steps as described in Note 1.2 are merely a
recapitalisation of the Listing Business with no change in shareholders and management of such business.
Accordingly, the Group resulting from the Reorganisation is regarded as a continuation of the Listing Business
under the PRC Operating Entities and, for the purpose of this report, the Historical Financial Information of the
Company now comprising the Group is presented using the carrying value of the Listing Business for all periods
presented as if the Reorganisation has been completed before the Track Record Period.
2 SUMMARY OF MATERIAL ACCOUNTING POLICIES AND OTHER ACCOUNTING POLICIES
This note provides a list of material accounting policies adopted in the preparation of the Historical Financial
Information. These policies have been consistently applied to all the years presented, unless otherwise stated. The
Historical Financial Information is for the group consisting of the Company and the companies now comprising the
Group.
APPENDIX I ACCOUNTANT’S REPORT
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2.1 Basis of preparation
The Historical Financial Information of the Company has been prepared in accordance with International
Financial Reporting Standards as issued by International Accounting Standards Board “IASB” (“IFRS Accounting
Standards”).
The Historical Financial Information has been prepared on a historical cost conversion, as modified by
revaluation of certain financial liabilities and assets measured at fair value.
The preparation of Historical Financial Information in conformity with IFRS Accounting Standards requires
the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process
of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the Historical Financial Information are disclosed in Note 4.
In preparing the Historical Financial Information, the Group has consistently adopted all applicable new and
amended IFRS Accounting Standards throughout all the years presented except for any new or interpretation that are
not yet effective.
Going concern
As at 31 December 2022, 2023, 2024 and 30 June 2025, the Group had total deficits in equity of
approximately RMB1,513,067,000, RMB3,673,221,000, RMB3,649,496,000, and RMB3,683,143,000, and net
current liability position of approximately RMB226,998,000, RMB3,270,289,000, RMB3,118,233,000 and
RMB3,129,301,000 respectively. For the years ended 31 December 2022, 2023, 2024 and the six months ended
30 June 2025, the Group incurred net (loss)/profit of approximately RMB(507,079,000), RMB(490,023,000),
RMB10,583,000 and RMB(39,544,000) respectively, and had operating cash inflow of approximately
RMB78,711,000, RMB210,381,000, RMB279,170,000 and RMB159,929,000, respectively.
The deficits in equity as at 31 December 2022, 2023 and 2024 and 30 June 2025 are attributable
primarily to the financial liabilities to investors of RMB1,200,717,000 and the convertible redeemable
preferred shares of RMB3,127,901,000, RMB3,143,911,000 and RMB2,675,272,000 respectively, which
derived from the issuance of the capital with preferred rights and preferred shares in the past and are classified
as financial liabilities. The net current liability position as at 31 December 2022, 2023 and 2024 and 30 June
2025 are attributable primarily to (1) convertible redeemable preferred shares with amount of nil,
RMB3,127,901,000, RMB3,143,911,000 and RMB2,675,272,000 (Note 26); and (2) current contract liability
with the amount of RMB530,377,000, RMB624,958,000, RMB795,073,000 and RMB855,268,000
respectively, which represents the received considerations in advance of performance and is likely not required
to be repaid in cash.
In preparation of the Historical Financial Information, the directors of the Company have given careful
consideration of the following facts and circumstances which may have impact on the current and anticipated
future liquidity of the Group:
 The Company will continue to improve its operating cashflow, mainly (1) to continue its selling efforts
to expand the customer bases and continue to receive considerations in advance of performance from
its customers; (2) to manage the people cost and improve cost efficiency;
 Pursuant to the updated shareholders agreement signed in May 2025, certain investors’ rights to request
the Company to settle the convertible redeemable preferred shares will be reinstated and become
exercisable if the initial public offering, listing and trading of the Company’s shares on a recognised
stock exchange does not occur before 31 December 2025. The redemption price shall be paid within 12
months of the date of the redemption request. The directors of the Company therefore are of the view
that it is unlikely that the Group will have significant cash outflows for the settlement of convertible
redeemable preferred shares in the next 12 months from 30 June 2025;
 Pursuant to the side letters signed in May 2025, certain investors have already undertaken that they will
not exercise above redemption rights prior to 31 December 2026.
Based on above consideration, management of the Group has prepared a cash flow projection covering
a period of no less than 12 months from 30 June 2025. Based on the projection prepared by management, the
directors of the Company believe that the Group will have sufficient cash resources to satisfy its operations
in the next 12 months from 30 June 2025. Accordingly, the directors of the Company consider that it is
appropriate to prepare the Historical Financial Information on a going concern basis.
2.1.1 New and amended standards adopted by the Group
The IASB has issued a number of new and revised IFRS during the Track Record Period. For the purpose
of preparing the Group’s Financial Information, the Group has adopted all applicable new and revised IFRSs
throughout the Track Record Period except for any new standards or interpretation that are not yet effective
for the reporting period ended 30 June 2025.
APPENDIX I ACCOUNTANT’S REPORT
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As a result of adoption of this amendment, all the Convertible redeemable preferred shares were
classified as current liabilities and the comparative figures in Track Record Period were classified as current
liabilities as well.
2.1.2 New standards, amendments to standards and interpretations not yet adopted
Certain new accounting standards, amendments to accounting standards and interpretations have been
published that are not mandatory for Track Record Period and have not been early adopted by the Group. These
standards, amendments or interpretations are not expected to have a material impact on the Group in the
current or future reporting periods and on foreseeable future transactions.
The Group plans to adopt these new standards, amendments to standards and annual improvements when
they become effective:
Standards and amendments
Effective for accounting periods
beginning on or after
IFRS 9 and IFRS 7 (Amendment) ‘Amendments to the
Classification and Measurement of Financial Instruments’
1 January 2026
IFRS 9 and IFRS 7 (Amendment) ‘Contracts Referencing
Nature-dependent Electricity’
1 January 2026
Annual improvement to IFRS 10, IFRS 9, IFRS 1, IAS 7,
IFRS 7
1 January 2026
IFRS 18 ‘Presentation and Disclosure in Financial Statements’ 1 January 2027
IFRS 19 ‘Subsidiaries without Public Accountability:
Disclosures’
1 January 2027
IFRS 10 (Amendment) and IAS 28 (Amendment) ‘Sale or
contribution of Assets between an Investor and its Associate
or Joint V enture’
To be determined
The directors have performed assessment on the new standards and amendments, and has concluded on
a preliminary basis that these new standards and amendments would not have a significant impact on the
Group’s consolidated financial statements when they become effective, except for IFRS 18 which will mainly
impact the presentation of profit and loss statements.
IFRS 18 sets out requirements on presentation and disclosures in financial statements and will replace
IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements to present specified
categories and defined subtotals in the statement of profit or loss; provide disclosures on management –
defined performance measures in the notes to the financial statements and improve aggregation and
disaggregation of information to be disclosed in the financial statements. Minor amendments to IAS 7
“Statement of Cash Flows” and IAS 33 “Earnings per Share” are also made.
IFRS 18, and the consequential amendments to other IFRS Accounting Standards, will be effective for
annual periods beginning on or after 1 January 2027, with early application permitted.
The application of IFRS 18 is not expected to have material impact on the financial position of the
Group but is expected to affect the presentation of the consolidated statement of profit or loss and other
comprehensive income and consolidated statement of cash flows and disclosures in the future financial
statements. The Group will continue to assess the impact of IFRS 18 on the consolidated financial statements
of the Group.
2.2 Principles of consolidation and equity accounting
2.2.1 Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group
controls an entity when the Group 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. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date
that control ceases.
Except for the Reorganisation, the acquisition method of accounting is used to account for business
combinations by the Group (refer to Note 2.3).
Inter-company transactions, balances and unrealised gains on transactions between group companies are
eliminated. Unrealised loss are also eliminated unless the transaction provides evidence of an impairment of
the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the
consolidated statements of comprehensive income, balance sheets and statements of changes in equity
respectively.
APPENDIX I ACCOUNTANT’S REPORT
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2.2.2 Associates
Associates are all entities over which the group has significant influence but not control or joint control.
This is generally the case where the group holds between 20% and 50% of the voting rights. Investments in
associates are accounted for using the equity method of accounting (see (2.2.3) below), after initially being
recognised at cost.
The Group’s investments in associate in the form of redeemable instruments are measured at fair value
through profit or loss (“FVPL”).
2.2.3 Equity method
Under the equity method of accounting, the investments are initially recognised at cost and adjusted
thereafter to recognise the group’s share of the post-acquisition profits or loss of the investee in profit or loss,
and the group’s share of movements in other comprehensive income of the investee in other comprehensive
income. Dividends received or receivable from associates are recognised as a reduction in the carrying amount
of the investment.
Where the group’s share of loss in an equity-accounted investment equals or exceeds its interest in the
entity, including any other unsecured long-term receivables, the group does not recognise further loss, unless
it has incurred obligations or made payments on behalf of the other entity.
Unrealised gains on transactions between the group and its associates are eliminated to the extent of the
group’s interest in these entities. Unrealised loss are also eliminated unless the transaction provides evidence
of an impairment of the asset transferred. Accounting policies of equity-accounted investees have been
changed where necessary to ensure consistency with the policies adopted by the group.
The carrying amount of equity-accounted investments is tested for impairment in accordance with the
policy described in note 2.7.
2.3 Business combinations
The acquisition method of accounting is used to account for all business combinations, except for business
combination under common control. The consideration transferred for the acquisition of a subsidiary comprises the:
 fair values of the assets transferred
 liabilities incurred to the former owners of the acquired business
 equity interests issued by the group
 fair value of any asset or liability resulting from a contingent consideration arrangement, and
 fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are,
with limited exceptions, measured initially at their fair values at the acquisition date. The group recognises any
non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the
non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets.
Acquisition-related costs are expensed as incurred.
The excess of the:
 consideration transferred,
 amount of any non-controlling interest in the acquired entity, and
 acquisition-date fair value of any previous equity interest in the acquired entity
APPENDIX I ACCOUNTANT’S REPORT
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over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the
fair value of the net identifiable assets of the business acquired, the difference is recognised directly in profit or loss
as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are
discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental
borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under
comparable terms and conditions. Contingent consideration is classified either as equity or a financial liability.
Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value
recognised in profit or loss.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s
previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or loss
arising from such remeasurement are recognised in profit or loss.
2.4 Separate financial statements
Investments in subsidiaries are accounted for at cost less impairment. Cost includes direct attributable costs
of investment. The results of subsidiaries are accounted for by the company on the basis of dividend received and
receivable.
Impairment testing of the investments in subsidiaries is required upon receiving a dividend from these
investments if the dividend exceeds the total comprehensive income of the subsidiary in the period the dividend is
declared or if the carrying amount of the investment in the separate financial statements exceeds the carrying amount
in the consolidated financial statements of the investee’s net assets including goodwill.
2.5 Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment, if any.
Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is
derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting
period in which they are incurred.
Depreciation is calculated using the straight-line method to allocate their cost to their residual values over their
estimated useful lives or, in case of leasehold improvements, the shorter lease term, as follows:
Y ears
– Office and electronic equipment 3 to 5 years
– V ehicles 3 to 5 years
– Leasehold improvements the shorter of the lease term or the useful life
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each
reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount (Note 2.7).
Gain and loss on disposals are determined by comparing the proceeds with the carrying amount and are
recognised within “Other gains – net” in the consolidated statements of comprehensive income.
APPENDIX I ACCOUNTANT’S REPORT
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2.6 Intangible assets
(a) Goodwill
Goodwill is measured as described in Note 17. Goodwill on acquisitions of subsidiaries is included in
intangible assets. Goodwill is not amortised but it is tested for impairment annually, or more frequently if
events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated
impairment loss. Gains and loss on the disposal of an entity include the carrying amount of goodwill relating
to the entity sold.
Goodwill is allocated to cash-generating units (“CGUs”) for the purpose of impairment testing. The
allocation is made to those CGU or groups of CGU that are expected to benefit from the business combination
in which the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill
is monitored for internal management purposes, being the operating segments.
(b) Customer relationship
Customer relationships acquired in business combination are recognised initially at fair value at the
acquisition date and subsequently carried at the amount initially recognised less accumulated amortisation and
impairment loss, if any. Amortisation is calculated using the straight-line method to allocate the costs of
acquired intangible assets over the estimated useful lives.
(c) Software and others
Software and others mainly include acquired computer software capitalised on the basis of the costs
incurred to acquire and bring the specific software into usage. These costs are amortised using the straight-line
method over their estimated useful lives. Costs associated with maintaining computer software programs are
recognised as expense as incurred.
(d) Research and development
The Group incurs significant costs and efforts on research and development activities. Research
expenditures are charged to the profit or loss as an expense in the period the expenditures are incurred.
Development costs are recognised as assets if they can be directly attributable to a newly developed products
and all the following can be demonstrated:
 it is technically feasible to complete the development project so that it will be available for use;
 management intends to complete the development project, and use or sell it;
 the ability to use or sell the development project;
 it can be demonstrated how the development project will generate probable future economic
benefits;
 adequate technical, financial and other resources to complete the development and the ability to
use or sell the development project are available; and
 the expenditure attributable to the asset during its development can be reliably measured.
Other development expenditures that do not meet those above criteria are recognised as an expense as
incurred. Development costs previously recognised as an expense are not recognised as an asset in a
subsequent period.
During the years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2024 and
2025, there were no development costs meeting these criteria and capitalised as intangible assets.
APPENDIX I ACCOUNTANT’S REPORT
– I-24 –


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(e) Amortisation methods and periods
The Group amortises intangible assets with a limited useful life using the straight-line method over the
following periods:
– Customer relationships 5 years
– Software and others 1-3 years
2.7 Impairment of non-financial assets
Goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate
that they might be impaired. Other non-financial assets are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the
amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher
of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are
grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent
of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than
goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting
period.
There were indicators of impairment for non-financial assets in sight of the loss making position (before tax)
of the Group as of 31 December 2022, 2023, 2024 and 30 June 2025. The Group operates in one business as a whole,
providing SaaS services for e-commerce businesses through cloud-based software. The Group has two cash
generating units (“CGU”) for impairment testing purpose, Zhuhai Furun and Shanghai Jushuitan. As of 31 December
2022, 2023, 2024 and 30 June 2025, other than goodwill from Zhuhai Furun CGU, which was fully impaired in 2022,
non-financial assets of the Group mainly include leased buildings, equipment and software held for its R&D activities
and daily operations, which are from Shanghai Jushuitan CGU. The recoverable amount of the Shanghai Jushuitan
CGU at the end of the reporting period had been determined based on value in use calculations, using cash flow
projections based on management’s financial forecasts. Key assumptions applied in preparing the cash flow
projections included revenue growth rate and pre-tax discount rate. Based on the result of the assessment, the
recoverable amount exceeded the carrying amount of the Shanghai Jushuitan CGU with sufficient headroom. Hence,
no impairment of other non-financial assets was recognised during the years ended 31 December 2022, 2023, 2024
and the six months ended 30 June 2024 and 2025.
2.8 Investments and other financial assets
(a) Classification
The Group classifies its financial assets in the following measurement categories:
– those to be measured subsequently at fair value (either through other comprehensive income
(“OCI”), or through profit or loss), and
– those to be measured at amortised cost.
The classification depends on the Group’s business model for managing the financial assets and the
contractual terms of the cash flows.
For financial assets measured at fair value, gains and loss will either be recorded in profit or loss or OCI.
For investments in equity instruments that are not held for trading, this will depend on whether the Group has
made an irrevocable election at the time of initial recognition to account for the equity investment at fair value
through other comprehensive income (“FVOCI”).
The Group reclassifies debt instruments when and only when its business model for managing those
assets changes.
(b) Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the
group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash
flows from the financial assets have expired or have been transferred and the group has transferred
substantially all the risks and rewards of ownership.
(c) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial
asset not at FVPL, transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether
their cash flows are solely payment of principal and interest.
APPENDIX I ACCOUNTANT’S REPORT
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Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for
managing the asset and the cash flow characteristics of the asset. There are three measurement
categories into which the Group classifies its debt instruments:
 Amortised cost: Assets that are held for collection of contractual cash flows where those
cash flows represent solely payments of principal and interest are measured at amortised
cost. Interest income from these financial assets is included in other income using the
effective interest rate method. Any gain or loss arising on derecognition is recognised
directly in profit or loss and presented in “Other gains – net”, together with foreign
exchange gains and loss. Impairment loss are presented as separate line item in the
statements of comprehensive income.
 FVOCI: Assets that are held for collection of contractual cash flows and for selling the
financial assets, where the assets’ cash flows represent solely payments of principal and
interest, are measured at FVOCI. Movements in the carrying amount are taken through
OCI, except for the recognition of impairment gains or loss, interest income and foreign
exchange gains and loss which are recognised in profit or loss. When the financial asset is
derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from
equity to profit or loss and recognised in “Other gains – net”. Interest income from these
financial assets is included in other income using the effective interest rate method.
Foreign exchange gains and loss are presented in “Other gains – net” and impairment
expenses are presented as separate line item in the statements of comprehensive income.
 FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at
FVPL. A gain or loss on a debt instrument that is subsequently measured at FVPL is
recognised in profit or loss and presented net within “Other gains – net” in the period in
which it arises.
Equity instruments
The Group subsequently measures all equity investments at fair value. Where the Group’s
management has elected to present fair value gains and loss on equity investments in OCI, there is no
subsequent reclassification of fair value gains and loss to profit or loss following the derecognition of
the investments. Dividends from such investments continue to be recognised in “Other income” when
the Group’s right to receive payments is established.
Changes in the fair value of financial assets measured at FVPL are recognised in “Other gains
– net” as applicable. Impairment loss (and reversal of impairment loss) on equity investments measured
at FVOCI are not reported separately from other changes in fair value.
(d) Impairment
The Group assesses on a forward-looking basis the expected credit loss associated with its debt
instruments carried at amortised cost. The impairment methodology applied depends on whether there has been
a significant increase in credit risk.
Expected credit loss are a probability-weighted estimate of credit loss (i.e. the present value of all cash
shortfalls) over the expected life of the financial assets.
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires
expected lifetime loss to be recognised from initial recognition of the receivables. The provision matrix is
determined based on historical observed default rates over the expected life of the trade receivables with
similar credit risk characteristics and is adjusted for forward-looking estimates. At every reporting date the
historical observed default rates are updated and changes in the forward-looking estimates are analysed.
Impairment on other receivables from third parties and related parties are measured as either 12-month
expected credit loss or lifetime expected credit loss, depending on whether there has been a significant increase
in credit risk since initial recognition. If a significant increase in credit risk of a receivable has occurred since
initial recognition, then impairment is measured as lifetime expected credit loss.
APPENDIX I ACCOUNTANT’S REPORT
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2.9 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the consolidated balance sheet where
the Group currently has a legally enforceable right to offset the recognised amounts, and there is an intention to settle
on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be
contingent on future events and must be enforceable in the normal course of business and in the event of default,
insolvency or bankruptcy of the company or the counterparty.
2.10 Trade and other receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course
of business. If collection of trade and other receivables is expected in one year or less (or in the normal operating
cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.
Trade receivables are recognised initially at the amount of consideration that is unconditional unless they
contain significant financing components, when they are recognised at fair value. The Group holds the trade and other
receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at
amortised cost using the effective interest method. See Note 21 for further information about the Group’s accounting
for trade receivables and other receivables and see Note 2.8 and Note 3.1 for a description of the Group’s impairment
policies.
2.11 Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on
hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three
months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk
of changes in value.
2.12 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are
shown in equity as a deduction, net of tax, from the proceeds.
2.13 Trade and other payables
These amounts represent liabilities for goods and services provided to the group prior to the end of financial
year which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within
12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at
amortised cost using the effective interest method.
2.14 Convertible redeemable preferred shares
Preferred shares issued by the Company (“Preferred Shares”) are redeemable upon occurrence of certain future
events. These instruments are also attached with a conversion option.
The Group designated the Preferred Shares as financial liabilities at fair value through profit or loss. They are
initially recognised at fair value. Any directly attributable transaction costs are recognised as finance costs in profit
or loss. The component of fair value changes relating to the Company’s own credit risk is recognised in OCI. Amounts
recorded in OCI related to credit risk are not subject to recycling in profit or loss, but are transferred to retained
earnings when realised. Other fair value changes relating to market risk are recognised in profit or loss.
The Preferred Shares were classified as current liabilities as the Preferred Shares may be converted at any time
at the option of the Preferred Shareholders and the conversion feature does not meet the criteria for equity instrument
under IAS 32.
2.15 Financial liabilities to investors
A contract that contains an obligation to purchase its own equity instruments for cash or another financial asset
gives rise to a financial liability for the present value of the redemption amount. Even if the obligations to purchase
are conditional on the counterparty exercising a right to redeem, the financial instruments with preferred rights are
recognised as financial liability initially at the present value of the redemption amount and subsequently measured
at amortised cost with interest charged in finance costs.
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The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged,
canceled or have expired. The carrying amount of the financial instruments derecognised was credited into the equity.
2.16 Contract liabilities
Contract liabilities are recognised if the Group receives consideration (or if it has the unconditional right to
receive consideration) in advance of performance. Contract liabilities are expected to be settled within 12 months
after the end of the period are presented as current liabilities in the balance sheet, otherwise are presented as other
non-current liabilities.
2.17 Current and deferred income tax
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based
on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax loss.
(a) Current income tax
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted
at the end of the reporting period in the countries where the company and its subsidiaries and associates operate
and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation and considers whether it is probable
that a taxation authority will accept an uncertain tax treatment. The group measures its tax balances either
based on the most likely amount or the expected value, depending on which method provides a better
prediction of the resolution of the uncertainty.
(b) Deferred income tax
Deferred income tax is provided in full, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial
statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of
goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or
liability in a transaction other than a business combination that at the time of the transaction affects neither
accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary
differences. Deferred income tax is determined using tax rates (and laws) that have been enacted or
substantively enacted by the end of the reporting period and are expected to apply when the related deferred
income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to
utilise those temporary differences and loss.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying
amount and tax bases of investments in foreign operations where the company is able to control the timing of
the reversal of the temporary differences and it is probable that the differences will not reverse in the
foreseeable future.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current
tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax
assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either
to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items
recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other
comprehensive income or directly in equity, respectively.
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2.18 Employee benefits
(a) Short-term obligations
Liabilities for wages and salaries are expected to be settled wholly within 12 months after the end of
the period in which the employees render the related service are recognised in respect of employees’ services
up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities
are settled. The liabilities are presented as current employee benefit obligations in the consolidated balance
sheets.
(b) Pension obligations
Employees in the PRC are covered by various government-sponsored defined-contribution pension
plans under which the employees are entitled to a monthly pension based on certain formulas. The relevant
government agencies are responsible for the pension liability to these retired employees. The Group
contributes on a monthly basis to these pensions. Under these plans, the Group has no further payment
obligation for post-retirement benefits beyond the contribution made. Contributions to these plans are
expensed as incurred and contributions paid to the defined contribution pension plans for an employee are not
available to reduce the Group’s future obligations to such defined contribution pension plans even if the staff
leaves.
The Group also participates in a pension scheme under the rules and regulations of Mandatory Provident
Fund Scheme (the “MPF Scheme”) for all its qualifying employees in Hong Kong. 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 HKD30,000. Contributions to the MPF
Scheme vest immediately.
There were no forfeited contributions (by employers on behalf of employees who leave the defined
contribution retirement benefit plans prior to vesting fully in such contributions) to offset existing
contributions under the defined contribution schemes.
(c) Housing funds, medical insurances and other social insurances
Employees of the Group in the PRC are entitled to participate in various government-supervised housing
funds, medical insurances and other social insurance plan. The Group contributes on a monthly basis to these
funds based on certain percentages of the salaries of the employees, subject to certain ceiling. The Group’s
liability in respect of these funds is limited to the contributions payable in each year. Contributions to the
housing funds, medical insurances and other social insurances are expensed as incurred.
(d) Termination benefits
Termination benefits are payable when employment is terminated by the Group before the normal
retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The
Group recognises termination benefits at the earlier of the following dates: (a) when the Group can no longer
withdraw the offer of those benefits; and (b) when the entity recognises costs for a restructuring that is within
the scope of IAS 37 and involves the payment of termination benefits. In the case of an offer made to
encourage voluntary redundancy, the termination benefits are measured based on the number of employees
expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period
are discounted to their present value.
2.19 Share-based payments
The Group operates an equity-settled share-based compensation plan, under which the Group receives service
from its employees in exchange for the equity instruments of the Group. The fair value of equity-settled share-based
payments for the services received from employees was measured at the grant date of the equity instruments. It was
recognised as share-based payments in the profit or loss and as share-based payment reserve respectively. The total
amount to be expensed is determined by reference to the fair value of the options granted as at grant date, including
any market performance conditions, excluding the impacts of any service and non-market performance vesting
conditions as well as including any non-vesting conditions, when applicable. The total expense is recognised over the
vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.
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At the end of each reporting period, the Group revises its estimates of the number of options that are expected
to vest based on the non-marketing performance and service conditions. It recognises the impact of the revision to
original estimates, if any, in the income statement, with a corresponding adjustment to equity.
In addition, in some circumstances employees may provide services in advance of the grant date and therefore
the grant date fair value is estimated for the purposes of recognising the expense during the period between service
commencement period and grant date.
Where there is any modification of terms and conditions which increases the fair value of the equity
instruments granted, the Group includes the incremental fair value granted in the measurement of the amount
recognised for the services received over the remainder of the vesting period. The incremental fair value is the
difference between the fair value of the modified equity instrument and that of the original equity instrument, both
estimated as at the date of the modification. An expense based on the incremental fair value is recognised over the
period from the modification date to the date when the modified equity instruments vest in addition to any amount
in respect of the original instrument, which should continue to be recognised over the remainder of the original
vesting period. Furthermore, if the entity modifies the terms or conditions of the equity instruments granted in a
manner that reduces the total fair value of the share-based payment arrangement, or is not otherwise beneficial to the
employee, the entity shall nevertheless continue to account for the services received as consideration for the equity
instruments granted as if that modification had not occurred (other than a cancellation of some or all the equity
instruments granted).
The share incentive scheme is administrated by Jiaxing Partnership, which is consolidated in accordance with
the principles in note 2.2.1. When the shares are granted but not vested, they are recognised as other reserves of the
Group.
2.20 Revenue recognition
Revenue are recognised when or as the control of the goods or services is provided to the customer. Depending
on the terms of the contract and the laws that apply to the contract, services and goods may be transferred over time
or at a point in time.
(i) Revenue from provision of SaaS services
The Group provides SaaS services for e-commerce businesses mainly in the PRC. Revenue from
providing services is recognised in the accounting period in which the services are rendered.
The Group offers SaaS products which are cloud-based software, and provides implementation services,
which assist customers with initial setup of the SaaS products and do not transfer distinct goods or services
to customers. Therefore, there is one performance obligation identified, which is provision of SaaS products.
The Group sells SaaS products to customers, i.e. the SaaS products users, through its direct sales force or
through its sales agents. The Group is responsible for delivering the cloud-based software, paying server fees
to external cloud server vendors to ensure the cloud-based software is accessible and stable, and the Group has
discretion in establishing the prices for SaaS products. The sales agents have the contractual obligation to
follow the Group’s pricing guidance and has no significant performance obligation towards the customer.
Therefore, the Group is the principal and recognises revenue at the gross amount billed to the customers.
SaaS revenues primarily consist of fees that provide customers access to one or more of the cloud
applications for e-commerce with routine customer support. The Group either charge customers (i) on an
annual subscription package that offers unlimited or maximum volume, or (ii) based on the volume of orders
processed on the products.
Under unlimited or maximum volume subscription model, customers are provided with access to one or
more of the Group’s SaaS products over the contract term. Revenue is generally recognised ratably over the
contract term.
Under limited volume model, customers first purchase certain number of volume from the Group, and
consumed the volume upon usage. Related revenue is recognised upon the consumption.
The Group capitalises sales commissions paid to its direct sales force and sales agents that had a direct
and incremental relationship to obtain a contract as contract acquisition cost. Contract acquisition costs are
charged into selling and distribution expenses on a ratable basis which is in line with the revenue recognition.
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The costs incurred in fulfilling the contract is capitalised as an asset if the costs relate directly to a
contract or anticipated contract, generate or enhance resources that will be used in satisfying the performance
obligations in the future and are expected to be recovered. Costs would be recognised as expenses if they are
general and administrative costs, wasted material, labour or other resources that were not reflected in pricing,
related to satisfied performance obligations, or cannot be distinguished between satisfied and unsatisfied
performance obligations.
The Group periodically evaluates whether there have been any changes in its business, the market
conditions in which it operates or other events which would indicate that its amortisation period of contract
acquisition cost should be changed or if there are impairment indicators.
(ii) Revenue from sales of products
The Group also sells a range of e-Commerce supportive equipment. Revenue from the sale of goods is
recognised when control of the products has transferred, being when the products are accepted by the customer.
(iii) Revenue from promotion services
The Group provides promotion services through its direct sales force for products of other companies
and charges commission. The revenue is recognised when the sales contracts are signed between these
companies and their customers and the customers complete the payments.
(iv) Other services
The Group also provides other services and recognises revenue when the services are rendered.
2.21 Leases
Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset
is available for use by the Group.
Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.
The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing
purposes.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities
include the net present value of the following lease payments:
 fixed payments (including in-substance fixed payments), less any lease incentives receivable,
 variable lease payment that are based on an index or a rate, initially measured using the index or rate
as at the commencement date,
 amounts expected to be payable by the Group under residual value guarantees,
 the exercise price of a purchase option if the Group is reasonably certain to exercise that option, and
 payments of penalties for terminating the lease, if the lease term reflects the Group exercising that
option.
Lease payments to be made under reasonably certain extension options are also included in the measurement
of the liability.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily
determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being
the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value
to the Right-of-use asset in a similar economic environment with similar terms, security and conditions.
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To determine the incremental borrowing rate, the Group:
 where possible, uses recent third-party financing received by the individual lessee as a starting point,
adjusted to reflect changes in financing conditions since third party financing was received,
 uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held
by the Group, which does not have recent third-party financing, and
 makes adjustments specific to the lease, e.g. term, country, currency and security.
If a readily observable amortising loan rate is available to the individual lessee (through recent financing or
market data) which has a similar payment profile to the lease, then the Group entities use that rate as a starting point
to determine the incremental borrowing rate.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss
over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability
for each period.
Right-of-use assets are measured at cost comprising the following:
 the amount of the initial measurement of lease liability,
 any lease payments made at or before the commencement date less any lease incentives received,
 any initial direct costs, and
 restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on
a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset’s useful life.
Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are
recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of
12 months or less without a purchase option. Low-value assets comprise IT equipment and small items of office
furniture.
2.22 Government grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the
grant will be received and the Group will comply with all the attached conditions.
Government grants relating to costs are deferred and recognised in the consolidated statement of
comprehensive income over the period necessary to match them with the costs that they are intended to compensate.
2.23 Interest income
Interest income from financial assets at FVPL is included in the net fair value gains on these assets.
Interest income on financial assets at amortised cost calculated using the effective interest method is
recognised in the consolidated statements of comprehensive income as “other income”. Interest income is calculated
by applying the effective interest rate to the gross carrying amount of a financial asset except for financial assets that
subsequently become credit-impaired. For credit-impaired financial assets the effective interest rate is applied to the
net carrying amount of the financial asset (after deduction of the loss allowance).
Interest income is presented as finance income where it is earned from financial assets that are held for cash
management purpose, see Note 11 below.
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2.24 Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
 the profit attributable to owners of the company, excluding any costs of servicing equity other
than ordinary shares, and
 by the weighted average number of ordinary shares outstanding during the financial year, adjusted
for bonus elements in ordinary shares issued during the year and excluding treasury shares.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to
take into account:
 the after-income tax effect of interest and other financing costs associated with dilutive potential
ordinary shares, and
 the weighted average number of additional ordinary shares that would have been outstanding
assuming the conversion of all dilutive potential ordinary shares.
2.25 Other accounting policies
2.25.1 Changes in ownership interests
The Group treats transactions with non-controlling interests that do not result in a loss of control as
transactions with equity owners of the Group. A change in ownership interest results in an adjustment between
the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the
subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any
consideration paid or received is recognised in a separate reserve within equity attributable to owners of the
Company.
When the group ceases to consolidate or equity account for an investment because of a loss of control
or significant influence, any retained interest in the entity is remeasured to its fair value with the change in
carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the
purposes of subsequently accounting for the retained interest as an associate, or financial asset. In addition,
any amounts previously recognised in other comprehensive income in respect of that entity are accounted for
as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously
recognised in other comprehensive income are reclassified to profit or loss or transferred to another category
of equity as specified/permitted by applicable IFRS Accounting Standards.
If the ownership interest in an associate is reduced but significant influence is retained, only a
proportionate share of the amounts previously recognised in other comprehensive income are reclassified to
profit or loss where appropriate.
2.25.2 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision-maker (“CODM”), who is responsible for allocating
resources and assessing performance of the operating segments, has been identified as the executive directors
who makes strategic decisions.
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2.25.3 Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the
currency of the primary economic environment in which the entity operates (the “functional currency”).
The consolidated financial statements are presented in Renminbi (“RMB”), which is the Company’s
functional and the Group’s presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange
gains and loss resulting from the settlement of such transactions and from the translation at year-end
exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised
within “Other gains – net” in the consolidated statements of comprehensive income.
(c) Group companies
The results and financial position of all the Group entities (none of which has the currency of a
hyper-inflationary economy) that have a functional currency different from the presentation currency are
translated into the presentation currency as follows:
 assets and liabilities for each balance sheet presented are translated at the closing rate at
the date of that balance sheet;
 income and expenses for each consolidated income statement are translated at average
exchange rates (unless this average is not a reasonable approximation of the cumulative
effect of the rates prevailing on the transaction dates, in which case income and expenses
are translated at the rate on the dates of the transactions); and
 all resulting currency translation differences are recognised in other comprehensive
income.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as
assets and liabilities of the foreign entity and translated at the closing rate.
2.25.4 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted
average method. Costs of purchased inventory are determined after deducting rebates and discounts. Net
realisable value is the estimated selling price in the ordinary course of business less the estimated costs
necessary to make the sale.
2.25.5 Provisions
Provisions for legal claims, service warranties and make good obligations are recognised when the
group has a present legal or constructive obligation as a result of past events, it is probable that an outflow
of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are
not recognised for future operating loss.
Where there are a number of similar obligations, the likelihood that an outflow will be required in
settlement is determined by considering the class of obligations as a whole. A provision is recognised even if
the likelihood of an outflow with respect to any one item included in the same class of obligations may be
small.
Provisions are measured at the present value of management’s best estimate of the expenditure required
to settle the present obligation at the end of the reporting period. The discount rate used to determine the
present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks
specific to the liability. The increase in the provision due to the passage of time is recognised as interest
expenses.
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2.25.6 Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s and the
Company’s financial statements in the period in which the dividends are approved by the Company’s
shareholders or directors, where appropriate.
3 FINANCIAL RISK MANAGEMENT
3.1 Financial risk factors
The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk,
price risk and cash flow and fair value interest rate risk), credit risk and liquidity risk. The Group’s overall risk
management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse
effects on the Group’s financial performance.
(a) Market risk
(i) Foreign exchange risk
Foreign exchange risk arises from future commercial transactions and recognised assets and
liabilities denominated in a currency that is not the functional currency of the relevant group entity.
Foreign exchange risk is the risk of loss resulting from changes in fluctuation of foreign currency
exchange rates.
For the years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2024
and 2025, the foreign currency assets of the Group entities are mainly PRC entities’ cash and cash
equivalents denominated in USD and THB. The foreign exchange risk the Group is facing mainly comes
from movements in the USD/RMB and THB/RMB.
For the Group’s subsidiaries whose functional currency is RMB, if USD had
strengthened/weakened by 5% against RMB with all other variables held constant, loss before income
tax for the year would have been approximately RMB849,000, RMB344,000, RMB853,000,
RMB336,000 and RMB1,984,000, lower/higher for the years ended 31 December 2022, 2023 and 2024
and the six months ended 30 June 2024 and 2025 respectively, as a result of net foreign exchange
gains/loss on translation of net monetary assets denominated in USD. If THB had
strengthened/weakened by 5% against RMB with all other variables held constant, loss before income
tax for the year would have been approximately RMB20,000, RMB84,000, RMB540,000, RMB170,000
and RMB873,000 lower/higher for the years ended 31 December 2022, 2023 and 2024 and the six
months ended 30 June 2024 and 2025 respectively, as a result of net foreign exchange gains/loss on
translation of net monetary assets denominated in THB.
(ii) Price risk
The Group is exposed to price risk in respect of financial assets at fair value through profit or loss
held by the Group which are carried at fair value with changes in the fair value recognised in profit or
loss.
To manage its price risk arising from investments, the Group diversifies its portfolio.
Diversification of the portfolio is done in accordance with the limits set by the Group. Each investment
is managed by senior management on a case by case basis. The impact of variable price of the Group’s
investments please refer to Note 20.
(iii) Cash flow and fair value interest rate risk
The Group’s income and operating cash flows were substantially independent of changes in
market interest rates and the Group has no significant interest-bearing assets except for cash and cash
equivalents, restricted cash and wealth management products, details of which have been disclosed in
Note 22.
The Group’s exposure to changes in interest rates is also attributable to the financial liabilities to
investors, details of which have been disclosed in Note 25. The financial liabilities to investors were
carried at fixed rates, which expose the Group to fair value interest-rate risk.
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(b) Credit risk
The Group is exposed to credit risk in relation to its trade and other receivables, cash and cash
equivalents, restricted cash, wealth management products and time deposits. The carrying amounts of trade and
other receivables, cash and cash equivalents, restricted cash, wealth management products and time deposits
represent the Group’s maximum exposure to credit risk in relation to financial assets.
(i) Cash and cash equivalents, restricted cash, wealth management products and time deposits
To manage risk arising from cash and cash equivalents, restricted cash, wealth management
products and time deposits, the Group only transacts with stated-owned financial institutions in the PRC
or reputable banks and financial institutions having high-credit-quality in the PRC. There has been no
recent history of default in relation to these financial institutions.
(ii) Trade and other receivables
For sale of SaaS products and other products, the Group requires prepayments from customers.
For provision of promotion services, the Group’s main customers are related parties. The Group has
assessed the credit quality of the customers, taking into account its financial position, past experience
and other factors. The credit term is 1 month. The Group has monitoring procedures to ensure that
follow-up action is taken to recover overdue debts.
In addition, the Group makes periodic collective assessments as well as individual assessment on
the recoverability based on historical settlement records and past experience. The Group considers the
probability of default upon initial recognition of asset and whether there has been a significant increase
in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a
significant increase in credit risk, the Group compares the risk of a default occurring on the asset as at
the reporting date with the risk of default as at the date of initial recognition.
Trade receivables
The Group applies the IFRS 9 simplified approach to measure expected credit loss which uses a
lifetime expected loss allowance for trade receivables and contract assets without doubtful credit risk.
To measure the expected credit loss, trade receivables have been grouped based on shared credit
risk characteristics and ageing period. The expected credit loss also incorporate forward-looking
information.
The expected loss rates are based on payment pattern of debtors with similar risk profiles and the
corresponding historical credit loss experienced within this period and aged-based migration rates of
past due trade receivables. The historical loss rates are adjusted to reflect current and forward-looking
information on macroeconomic factors affecting the ability of the customers to settle the receivables.
The Group has identified the gross domestic product index (“GDP”), Consumer price index (“CPI”) and
Producer price index (“PPI”) of the country in which it sells its goods and services to be the most
relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these
factors.
As at 31 December 2023 and 2024 and 30 June 2025, the Group’s trade receivables of
RMB1,857,000 and RMB2,735,000 and RMB3,282,000 was individually determined to be impaired.
Among the total loss allowance of RMB817,000 and RMB920,000 and RMB1,143,000, as at 31
December 2023 and 2024 and 30 June 2025, the loss allowance of individually impaired trade
receivables amounted to RMB371,000 and RMB547,000 and RMB656,000 which is due from a related
party that was in collection difficulties and management assessed that this customer is unlikely to pay
its credit obligations to the Group in full. There were no individually assessed trade receivables for
impairment as at 31 December 2022.
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On that basis, the Group’s exposure to credit risk, ECLs for trade receivables, excluding those
under individual assessment as at 31 December 2022, 2023 and 2024 and 30 June 2025 was determined
as follows:
Up to 1 year Over 1 year Total
31 December 2022
Average expected credit loss rate 1.53% 100.00% 4.93%
Gross carrying amount (RMB’000) 2,739 98 2,837
Loss allowance (RMB’000) (42) (98) (140)
31 December 2023
Average expected credit loss rate 10.70% 100.00% 13.47%
Gross carrying amount (RMB’000) 3,207 103 3,310
Loss allowance (RMB’000) (343) (103) (446)
31 December 2024
Average expected credit loss rate 7.53% 100.00% 11.32%
Gross carrying amount (RMB’000) 3,160 135 3,295
Loss allowance (RMB’000) (238) (135) (373)
30 June 2025
Average expected credit loss rate 13.90% 100.00% 13.90%
Gross carrying amount (RMB’000) 3,504 – 3,504
Loss allowance (RMB’000) (487) – (487)
The loss allowances for trade receivables as at 31 December and 30 June reconcile to the opening
loss allowances 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)
At the beginning of the
year/period (288) (140) (817) (817) (920)
Reversal/(provision) for
doubtful receivables 148 (845) (103) (13) (356)
Written off as uncollectible – 168 – – 133
At the end of the
year/period (140) (817) (920) (830) (1,143)
Other receivables
Other receivable mainly includes authorised fee due from e-Commerce platform, rental deposits
and others. The Group has assessed all other receivables are in the stage 1 base on the historical
settlements records and quantitative and qualitative information that is reasonable and supportive.
APPENDIX I ACCOUNTANT’S REPORT
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The loss allowance as at 31 December 2022, 2023 and 2024 and 30 June 2025 was determined
as follows for other receivables:
Up to 1 year 1 to 2 years Over 2 years Total
31 December 2022
Average expected credit
loss rate 0.86% 2.31% 2.30% 1.06%
Gross carrying amount
(RMB’000) 87,038 6,724 7,159 100,921
Loss allowance (RMB’000) (751) (155) (165) (1,071)
31 December 2023
Average expected credit
loss rate 0.20% 1.52% 2.18% 0.38%
Gross carrying amount
(RMB’000) 85,075 2,891 6,966 94,932
Loss allowance (RMB’000) (167) (44) (152) (363)
31 December 2024
Average expected credit
loss rate 0.13% 2.56% 1.41% 0.22%
Gross carrying amount
(RMB’000) 174,412 1,602 9,733 185,747
Loss allowance (RMB’000) (232) (41) (137) (410)
30 June 2025
Average expected credit
loss rate 0.20% 2.28% 1.56% 0.27%
Gross carrying amount
(RMB’000) 221,384 744 10,774 232,902
Loss allowance (RMB’000) (450) (17) (168) (635)
The loss allowances for other receivables as at 31 December and 30 June reconcile to the opening
loss allowances 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)
At the beginning of the
year/period (898) (1,071) (363) (363) (410)
(Provision)/reversal for
doubtful receivables (173) 708 (47) 3 (225)
At the end of the
year/period (1,071) (363) (410) (360) (635)
No significant changes to estimation techniques or assumptions were made during the years ended
31 December 2022, 2023, 2024 and the six months ended 30 June 2024 and 2025.
APPENDIX I ACCOUNTANT’S REPORT
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(iii) Provision for impairment loss on financial assets
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)
(Provision)/reversal for
doubtful receivables
– Trade receivables 148 (845) (103) (13) (356)
– Other receivables (173) 708 (47) 3 (225)
(25) (137) (150) (10) (581)
(c) Liquidity risk
The Group’s management regularly monitors current and expected liquidity requirements 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 long term.
The table below analyses the Group’s financial liabilities that will be settled on a net basis into relevant
maturity grouping based on the remaining period at the balance sheet date to the contractual maturity date. The
amounts disclosed in the table are the contractual undiscounted cash flows.
Contractual maturities of
financial Liabilities
Less than
1 year
Between
1 and 2
years
Between
2 and 5
years
Over
5 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2022
Trade and other payables
(excluding staff salaries and
welfare payables and accrual
taxes other than income tax) 235,574 – – – 235,574
Lease liabilities 8,349 2,016 1,879 – 12,244
Financial liabilities to investors – – 1,493,225 – 1,493,225
243,923 2,016 1,495,104 – 1,741,043
APPENDIX I ACCOUNTANT’S REPORT
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Contractual maturities of
financial Liabilities
Less than
1 year
Between
1 and 2
years
Between
2 and 5
years
Over
5 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2023
Trade and other payables
(excluding staff salaries and
welfare payables and accrual
taxes other than income tax) 395,925 – – – 395,925
Lease liabilities 12,892 11,224 6,922 – 31,038
Convertible redeemable
preferred shares (i) – 1,581,101 – – 1,581,101
408,817 1,592,325 6,922 – 2,008,064
As at 31 December 2024
Trade and other payables
(excluding staff salaries and
welfare payables and accrual
taxes other than income tax) 498,702 – – – 498,702
Lease liabilities 9,815 6,937 99 – 16,851
Convertible redeemable
preferred shares (i) 1,581,101 – – – 1,581,101
2,089,618 6,937 99 – 2,096,654
As at 30 June 2025
Trade and other payables
(excluding staff salaries and
welfare payables and accrual
taxes other than income tax) 558,510 – – – 558,510
Lease liabilities 11,290 1,944 – – 13,234
Convertible redeemable
preferred shares (i) – 756,744 315,697 – 1,072,441
569,800 758,688 315,697 – 1,644,185
(i) The contractual undiscounted cash flows of the Convertible redeemable preferred shares
represents the maximum exposure of the redemption of Preferred Shares if a redemption event
occurs as described in Note 26. Although the contractual maturity date for cash settlement is over
one year, the convertible redeemable preferred shares were classified as current liabilities as they
may be converted at any time at the option of the Preferred Shareholders and the conversion
feature does not meet the criteria for equity instrument under IAS 32.
3.2 Capital management
The Group’s objectives when managing capital are to:
 safeguard the Group’s ability to continue as a going concern, so that they can continue to provide returns
for shareholders and benefits for other stakeholders, and
 maintain an optimal capital structure to reduce the cost of capital.
The Group monitors capital by regularly reviewing the capital structure. As a part of this review, the
directors of the Company consider the cost of capital and the risks associated with the issued share capital. The
Group may adjust the amount of dividends paid to owners, return capital to owners, issue new shares or
repurchase the Company’s shares. In the opinion of the directors of the Company, the Group’s capital risk is
low.
APPENDIX I ACCOUNTANT’S REPORT
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3.3 Fair value estimation
(a) Fair value hierarchy
This section explains the judgments and estimates made in determining the fair values of the financial
instruments that are recognised and measured at fair value in the financial statements. To provide an indication
about the reliability of the inputs used in determining fair value, the Group has classified its financial
instruments into the three levels prescribed under the accounting standards. An explanation of each level
follows underneath the table.
As at 31 December 2022 Note Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets
Financial assets at FVPL
– Investment in wealth
management products 20 – – 6,500 6,500
– Unlisted equity investment 20 – – 213,047 213,047
Financial assets at FVOCI
– Time deposits 20 – – 170,000 170,000
Total financial assets – – 389,547 389,547
As at 31 December 2023 Note Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets
Financial assets at FVPL
– Unlisted equity investment 20 – – 131,773 131,773
Total financial assets – – 131,773 131,773
Financial liabilities
Convertible redeemable preferred
shares 26 – – 3,127,901 3,127,901
Total financial liabilities – – 3,127,901 3,127,901
APPENDIX I ACCOUNTANT’S REPORT
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As at 31 December 2024 Note Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets
Financial assets at FVPL
– Unlisted equity investment 20 – – 121,042 121,042
Total financial assets – – 121,042 121,042
Financial liabilities
Convertible redeemable preferred
shares 26 – – 3,143,911 3,143,911
Total financial liabilities – – 3,143,911 3,143,911
As at 30 June 2025 Note Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets
Financial assets at FVPL
– Unlisted equity investment 20 – – 123,027 123,027
Financial assets at FVOCI
– Time deposits 20 – – 101,002 101,002
Total financial assets – – 224,029 224,029
Financial liabilities
Convertible redeemable preferred
shares 26 – – 2,675,272 2,675,272
Total financial liabilities – – 2,675,272 2,675,272
 Level 1: The fair value of financial instruments traded in active markets is based on quoted
market prices at each of the reporting dates. A market is regarded as active if quoted prices are
readily and regularly available from an exchange, dealer, broker, industry group, pricing service,
or regulatory agency and those prices represent actual and regularly occurring market transactions
on an arm’s length basis. The quoted market price used for financial assets held by the Group is
the current bid price. These instruments are included in level 1.
 Level 2: The fair value of financial instruments that are not traded in an active market (for
example, over-the-counter derivatives) is determined by using valuation techniques. These
valuation techniques maximise the use of observable market data where it is available and rely
as little as possible on entity specific estimates. If all significant inputs required to fair value an
instrument are observable, the instrument is included in level 2.
 Level 3: If one or more of the significant inputs is not based on observable market data, the
instrument is included in level 3.
APPENDIX I ACCOUNTANT’S REPORT
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(b) Fair value measurements using significant unobservable inputs (level 3)
The following table presents the changes in level 3 items including investments in wealth management
product, unlisted companies and time deposit for the years ended 31 December 2022, 2023 and 2024 and the
six months ended 30 June 2024 and 2025. Details of the movements and significant unobservable inputs used
in convertible redeemable preferred shares are set out in Note 26.
Investment
in wealth
management
products
Unlisted
equity
investment Time deposits
RMB’000 RMB’000 RMB’000
Opening balance at 1 January 2022 46,321 172,590 30,000
Additions 1,297,500 51,781 170,000
Settlements (1,326,161) – (34,044)
(Losses)/gains recognised in profit or loss (11,160) (11,324) 4,044
Closing balance at 31 December 2022 6,500 213,047 170,000
Opening balance at 1 January 2023 6,500 213,047 170,000
Additions 84,300 – 20,000
Settlements (i) (91,036) (83,032) (193,375)
Gains recognised in profit or loss 236 1,758 3,375
Closing balance at 31 December 2023 – 131,773 –
Opening balance at 1 January 2024 – 131,773 –
Additions 4,250,030 – –
Settlements (4,258,669) – –
Gains/(losses) recognised in profit or loss 8,639 (10,731) –
Closing balance at 31 December 2024 – 121,042 –
Opening balance at 1 January 2025 – 121,042 –
Additions 2,756,630 – 100,000
Settlements (2,759,314) – –
Gains recognised in profit or loss 2,684 1,985 1,002
Closing balance at 30 June 2025 – 123,027 101,002
Opening balance at 1 January 2024 – 131,773 –
Additions 840,000 – –
Settlements (841,471) – –
Gains/(losses) recognised in profit or loss 1,471 (8,124) –
Closing balance at 30 June 2024 (Unaudited) – 123,649 –
(i) The Group disposed an unlisted equity investment in 2023.
(c) V aluation techniques and significant inputs used to determine fair values and valuation process
The Group has a team that manages the valuation exercise of level 3 instruments for financial reporting
purposes. The team manages the valuation exercise of the financial instruments on a case-by-case basis. At
least once every year, the team would use valuation techniques to determine the fair value of the Group’s level
3 instruments. External valuation experts will be involved when necessary.
The valuation of the level 3 instruments mainly included investment in wealth management products,
unlisted equity investment and time deposits. As these instruments are not traded in an active market, their fair
values have been determined by using various applicable valuation techniques, including discounted cash flow
model and market approach etc. The Group engaged an independent valuer to assist them on valuation of
non-current unlisted equity investments.
APPENDIX I ACCOUNTANT’S REPORT
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The following table summarises the quantitative information about the significant unobservable inputs
used in level 3 fair value measurements:
Fair value
Significant
unobservable inputs
Range of inputs
Relationship of
unobservable inputs
to fair valueDescription
As at 31 December
As at
30 June As at 31 December
As at
30 June
2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Investment in wealth
management
products
6,500 – – – Expected rate
of return
3.0% N/A N/A N/A The higher the
expected rate of
return, the higher
the fair value
Unlisted equity
investment
213,047 131,773 121,042 123,027 Expected volatility 41.1%~53% 38.3%~50.3% 35.3%~50.5% 38.7%~50.3% The higher the
expected volatility,
the lower the fair
value
Business enterprise
value/sales
multiple (“EV/S”)
0.5~17.1 0.8~21.3 0.9~15.5 0.76~17.5 The higher the
multiple, the higher
the fair value
Discount for
lack of
marketability
(“DloM”)
21%~30% 20%~30% 13%~29% 13%~29% The higher the lack
of liquidity
discount rate, the
lower the fair
value
Time deposits 170,000 – – 101,002 Expected rate of
return
3.30%~3.74% N/A N/A 2.2% The higher the
expected rate of
return, the higher
the fair value
Key assumptions used in the valuation of the fair value of financial assets include expected volatility,
EV/S and DloM. The Company performed sensitivity analysis on expected volatility, EV/S and DloM, the most
sensitive assumptions, for the years ended 31 December 2022, 2023 and 2024 and the six months ended 30
June 2024 and 2025. If the expected volatility had decreased or increased by 10% with all other variables held
constant, the fair value of financial assets would have been increased or decreased by approximately
RMB1,207,000, RMB2,725,000, RMB469,000 and RMB33,000 as at 31 December 2022, 2023 and 2024 and
30 June 2025, respectively. If the EV/S had decreased or increased by 10% with all other variables held
constant, the fair value of financial assets would have been decreased or increased by approximately
RMB12,122,000, RMB17,916,000, RMB10,382,000 and RMB10,986,000 as at 31 December 2022, 2023 and
2024 and 30 June 2025. If the DloM had decreased or increased by 10% with all other variables held constant,
the fair value of financial assets would have been increased or decreased by approximately RMB3,908,000,
RMB4,987,000, RMB3,229,000 and RMB3,660,000 as at 31 December 2022, 2023 and 2024 and 30 June
2025.
Key assumption used in the valuation of the fair value of investment in wealth management products
and time deposits is expected rate of return. The Company performed sensitivity analysis on expected rate of
return for the year ended 31 December 2022 and the six months ended 30 June 2025. If the expected rate of
return had decreased or increased by 10% with all other variables held constant, the fair value of investment
in wealth management products and time deposits would have been increased or decreased by approximately
RMB1,102,000 at 31 December 2022 and RMB660,000 at 30 June 2025.
(d) Financial instruments carried at other than fair value
The carrying amounts of the Group’s financial assets including cash and cash equivalents, restricted
cash, trade receivables and other receivables and the Group’s financial liabilities, including trade payables,
other payables and accruals approximate to their fair values due to their short maturities.
APPENDIX I ACCOUNTANT’S REPORT
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4 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will,
by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are
addressed below.
(a) Estimation of the fair value of certain financial assets
The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques. The Group uses its judgement to select a variety of methods and make assumptions that are mainly based
on market conditions existing at the end of each reporting period. Changes in these assumptions and estimates could
materially affect the respective fair value of these financial assets.
(b) Share-based payments
As mentioned in Note 29, the Group has granted share options to its employees. The Group has engaged an
independent valuer to determine the total fair value of the options granted to employees, which is to be expensed over
the vesting period. Significant estimate on assumptions, such as the discount rate, risk-free interests rate, expected
volatility, estimation of vesting period and dividend yield, is required to be made by the directors in applying the
option pricing model.
(c) Current and deferred income taxes
The Group is subject to corporate income taxes in the PRC. Judgement is required in determining the amount
of the provision for taxation and the timing of payment of the related taxations. There are many transactions and
calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the
final tax outcome of these matters is different from the amounts that were initially recorded, such differences will
impact the income tax and deferred tax provisions in the period in which such determination is made.
Deferred tax assets relating to certain temporary differences and tax loss are recognised when management
considers to be probable that future taxable profit will be available against which the temporary differences or tax
loss can be utilised. The outcome of their actual utilisation may be different.
Critical management judgement is required to determine the amount of deferred tax assets that can be
recognised, based upon the likely timing and level of future taxable profits.
(d) Fair value of convertible redeemable preferred shares
The convertible redeemable preferred shares issued by the Company are not traded in an active market and the
respective fair value is determined by using valuation techniques. The Group applied the discounted cash flow
method to determine the underlying equity value method and equity allocation model to determine the fair value of
the convertible redeemable preferred shares. Details of the valuation models, key assumptions and inputs are
disclosed in Note 26.
5 SEGMENT INFORMATION
The Group’s business activities, for which discrete financial information is available, are regularly reviewed
and evaluated by the CODM. The CODM, who is responsible for allocating resources and assessing performance of
the operating segments, has been identified as the executive directors of the Company that make strategic decisions.
The Group’s CODM reviews consolidated results when making strategic decisions about allocating resources
and assessing performance of the Group as a whole and hence, the Group has only one reportable operating segment.
The major operating entities of the Group are domiciled in the PRC. Accordingly, almost all the Group’s results
were derived in the PRC and almost all the operating assets of the Group are located in the PRC during the years
ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2025.
APPENDIX I ACCOUNTANT’S REPORT
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6 REVENUE
Revenue mainly comprises of proceeds from providing SaaS services and sales of supportive equipment. An
analysis of the Group’s revenue by category for the years ended 31 December 2022, 2023 and 2024 and the six
months ended 30 June 2024 and 2025, is as follows:
6.1 Disaggregation of revenue from contracts with customers
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)
SaaS 497,935 669,874 877,530 406,581 506,535
Sales of supportive equipment 17,697 17,813 18,002 9,582 7,931
Promotion service fees 6,998 8,746 13,596 4,173 8,387
Others 448 758 622 637 789
Total revenue 523,078 697,191 909,750 420,973 523,642
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)
Timing of revenue recognition
– At a point in time 25,143 27,317 32,220 14,392 17,107
– Over time 497,935 669,874 877,530 406,581 506,535
Total revenue 523,078 697,191 909,750 420,973 523,642
6.2 Assets and liabilities related to contract with customers
The Group has recognised the following assets and liabilities related to contracts with customers:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Contract acquisition costs 312,965 374,289 398,013 410,486
Contract liabilities 1,286,136 1,604,485 1,954,966 2,107,574
(i) Contract acquisition costs
The Group has recognised an asset in relation to costs to obtain contracts. This is presented as contract
acquisition costs in consolidated balance sheets.
Contract acquisition costs for initial contracts are amortised on a ratable basis which is in line with the revenue
recognition. The management expects the capitalised costs to be completely recovered and no impairment loss should
be recognised since no loss is expected to be incurred for the related customer contracts when all the costs that relate
to the fulfillment of the contract are taken into account.
APPENDIX I ACCOUNTANT’S REPORT
– I-46 –


--- page 455 ---
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Total contract acquisition costs 312,965 374,289 398,013 410,486
Less: amounts to be amortised
within one year (85,498) (125,575) (139,494) (146,018)
Contract acquisition costs –
non-current 227,467 248,714 258,519 264,468
The following table shows the changes of contract acquisition costs balances:
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)
The beginning of contract
acquisition costs 262,768 312,965 374,289 374,289 398,013
Asset recognised from costs
incurred to obtain a contract 143,317 185,015 174,111 80,006 92,600
Amortisation recognised as
sales commission to sales
agents in selling and
marketing expenses related
to services or products
during the year/period
(Note 7) (30,311) (38,904) (48,370) (22,874) (25,407)
Amortisation recognised as
commission for sales
personnel of employee
benefit expenses in selling
and marketing expenses
related to services or
products during the
year/period (Note 8) (62,809) (84,787) (102,017) (48,413) (54,720)
The ending balance of contract
acquisition costs 312,965 374,289 398,013 383,008 410,486
(ii) Contract liabilities
Contract liabilities of the Group mainly arise from the advance payments made by customers while the
underlying services are yet to be provided.
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Total contract liabilities 1,286,136 1,604,485 1,954,966 2,107,574
Less: amounts to be recognised in
revenue within one year (530,377) (624,958) (795,073) (855,268)
Contract liabilities – non-current 755,759 979,527 1,159,893 1,252,306
APPENDIX I ACCOUNTANT’S REPORT
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--- page 456 ---
(iii) Revenue recognised in relation to contract liabilities
Y ear ended 31 December
Six months ended
30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Beginning balance 1,085,285 1,286,136 1,604,485 1,604,485 1,954,966
Addition 698,786 988,223 1,228,011 565,058 659,143
Recognised in revenue
(Note 6.1) (497,935) (669,874) (877,530) (406,581) (506,535)
Ending balance 1,286,136 1,604,485 1,954,966 1,762,962 2,107,574
The following table shows how much of the revenue recognised in the current reporting period relates to
carried-forward contract liabilities.
Y ear ended 31 December
Six months ended
30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue recognised that was
included in the balance of
contract liabilities at the
beginning of the year/period 350,527 474,648 613,660 349,431 476,807
(iv) Transaction price allocated to remaining performance obligations
Y ear ended 31 December
Six months
ended
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
To be recognised as revenue within
1 year 552,162 647,184 817,087 878,466
To be recognised as revenue over
1 year 1,429,475 1,744,632 2,047,446 2,120,003
Transaction price allocated to
remaining performance obligations
of long-term contracts 1,981,637 2,391,816 2,864,533 2,998,469
The following table shows performance obligations that were unsatisfied or partially unsatisfied.
Y ear ended 31 December
Six months
ended
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Unsatisfied 108,774 112,775 163,027 187,084
Partially unsatisfied 1,872,863 2,279,041 2,701,506 2,811,385
Transaction price allocated to
remaining performance obligations
of long-term contracts 1,981,637 2,391,816 2,864,533 2,998,469
APPENDIX I ACCOUNTANT’S REPORT
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7 EXPENSES BY NATURE
The detailed analysis of cost of sales, selling and marketing expenses, general and administrative expenses and
research and development expenses is as follow:
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)
Employee benefit expenses
(Note 8) 710,685 732,410 745,912 353,209 374,656
Cloud server fees 53,445 67,143 80,540 39,982 42,783
Sales commission to
sales agents 30,311 38,904 48,370 22,874 25,407
Technical service fees 13,977 24,719 29,033 13,170 17,182
Listing expenses – 25,273 9,151 1,461 5,779
Cost of goods sold 13,128 12,920 11,950 6,204 5,633
Depreciation of right-of-use
assets (Note 16) 13,786 13,240 10,858 6,103 4,945
Utilities and office expenses 9,967 9,223 10,427 5,375 4,344
Taxes and surcharges 3,769 5,789 7,319 3,378 3,958
Travelling expenses 10,462 10,223 10,400 5,502 3,873
Marketing expenses 4,811 6,848 5,030 2,408 2,711
Depreciation and amortisation
(Note 15 and 17) 8,222 7,304 5,448 2,782 2,534
Implementation materials 4,985 4,581 3,384 1,691 1,972
Expenses relating to short-term
leases (Note 16) 2,766 2,436 3,723 1,681 1,933
Consulting fees 1,491 3,581 2,113 1,577 1,397
Auditors’ remuneration 609 210 76 76 83
Impairment of goodwill 9,927 ––––
Others 3,940 7,123 3,373 1,861 1,770
896,281 971,927 987,107 469,334 500,960
8 EMPLOYEE BENEFIT EXPENSES
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)
Wages and salaries 480,425 467,874 467,562 211,978 225,128
Commission for sales
personnel 62,809 84,787 102,017 48,413 54,720
Social security costs, pension
costs, housing benefits and
other employee benefits 142,890 158,477 165,605 81,685 86,600
Share-based payments
for employees 24,561 21,272 10,728 11,133 8,208
710,685 732,410 745,912 353,209 374,656
APPENDIX I ACCOUNTANT’S REPORT
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(a) Five highest paid individuals
The five individuals whose emoluments were the highest in the Group include 2, 1, 2, 2 and 3 directors for
the years ended 31 December 2022, 2023, 2024 and the six months ended 30 June 2024 and 2025, respectively, and
their emoluments are reflected in the analysis shown in Note 35. The emoluments payable to the remaining
individuals for the years ended 31 December 2022, 2023, 2024 and the six months ended 30 June 2024 and 2025 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)
Wages and salaries 3,096 3,801 4,496 2,060 1,235
Bonuses 3,789 13,923 4,780 – 957
Pension costs-defined
contribution plans 140 195 82 56 35
Other social security costs,
housing benefits and other
employee benefits 142 192 120 72 46
Share-based payments for
employees 9,911 8,687 12,846 7,035 6,221
17,078 26,798 22,324 9,223 8,494
The emoluments fell within the following bands:
Y ear ended 31 December
Six months ended
30 June
2022 2023 2024 2024 2025
(Unaudited)
HK$1,000,001 to HK$1,500,000 – – – – 1
HK$2,500,001 to HK$3,000,000 – – – 2 –
HK$3,000,001 to HK$3,500,000 – – 1 – –
HK$3,500,001 to HK$4,000,000 – 1 – – –
HK$5,000,001 to HK$5,500,000 – – 1 – –
HK$5,500,001 to HK$6,000,000 1 – – – –
HK$6,000,001 to HK$6,500,000 2 1 – – –
HK$6,500,001 to HK$7,000,000 – 1 – 1 –
HK$7,500,001 to HK$8,000,000 – – – – 1
HK$13,500,001 to HK$14,000,000 – 1 – – –
HK$15,000,001 to HK$15,500,000 – – 1 – –
343 32
APPENDIX I ACCOUNTANT’S REPORT
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9 OTHER INCOME
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)
Government grants 13,765 24,560 14,101 2,402 2,028
Tax refund 516 611 602 616 650
Super deduction of input V A T 2,452 2,906 231 230 3
Interest income derived from
loan to employees 216 258 162 110 110
Interest income derived from
loan to related parties
(Note 33(b)) 4 4 2 3 8 3–––
Dividends from invested
enterprises 620 97 0–––
Interest income derived from
time deposits 4,044 3,208 – – 1,002
22,055 32,896 15,096 3,358 3,793
10 OTHER (LOSS)/GAINS – NET
Y ear ended 31 December
Six months ended
30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Fair value (loss)/gain of wealth
management products
(Note 3.3(b)) (11,160) 236 8,639 1,471 2,684
Gain on disposal of property,
plant and equipment 241 660 1,019 1,009 17
Foreign exchange gain/(loss) 529 (35) (693) (51) (6,814)
Gain on disposal of an
associate (Note 18(iii), (iv)) – – 3,345 3,345 3,778
Fair value (loss)/gain of
unlisted equity investments
(Note 3.3(b)) (11,324) 1,758 (10,731) (8,124) 1,985
Deemed disposal gain of
equity method investment (i)
(Note 18(i)) 3,613 ––––
Gain on disposal of time
deposits – 16 7–––
Other loss (421) (221) (1,261) (598) (456)
(18,522) 2,565 318 (2,948) 1,194
(i) Deemed disposal gain of equity method investment is the gain from passive dilution of shares of the
investee due to subsequent financing by other investors.
APPENDIX I ACCOUNTANT’S REPORT
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11 FINANCE (COSTS)/INCOME – NET
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)
Finance income:
– Interest income derived
from bank deposits 1,485 6,726 6,495 5,437 4,891
Finance costs:
– Interest expense on
financial liabilities to
investors (103,146) (12,362) – – –
– Interest expense of bank
borrowings – (257) – – –
– Interest expense on lease
liabilities (571) (1,031) (1,079) (631) (355)
(103,717) (13,650) (1,079) (631) (355)
Finance (costs)/income – net (102,232) (6,924) 5,416 4,806 4,536
12 TAXATION
(a) Value added tax
The Group is mainly subject to 6% and 13% V A T, and surcharges on V A T payments according to PRC tax law.
Pursuant to the ‘Announcement on Relevant Policies for Deepening the V alue-added Tax Reform’ (Cai Shui
Haiguan [2019] No. 39) jointly issued by the Ministry of Finance, the State Taxation Administration and the General
Administration of Customs and the ‘Announcement on V A T Policies for Promoting the Bailout and Development of
Vulnerable Industries in the Service Sector’ (Cai Shui [2022] 11) and the ‘Announcement on Clarifying the Reduction
and Exemption of V A T’ (Cai Shui [2023] 1) issued by Ministry of Finance and the State Taxation Administration, the
Group’s certain subsidiaries, as producer service companies, qualifies for additional 10% deduction of input V A T
from 1 April 2019 to 31 December 2022 and additional 5% deduction of input V A T from 1 January 2023 to 31
December 2023.
(b) Income tax
Cayman Islands Income Tax
The Company is incorporated in the Cayman Islands as an exempted company with limited liability
under the Companies Act of Cayman Islands and accordingly, is exempted from Cayman Islands income tax.
Hong Kong Profits Tax
Hong Kong income tax rate is two-tiered profits tax regime, under which the tax rate is 8.25% for
assessable profits on the first HK dollar 2 million and 16.5% for any assessable profits in excess of HK dollar
2 million.
APPENDIX I ACCOUNTANT’S REPORT
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PRC Enterprise Income Tax
Income tax provision of the Group in respect of operations in mainland China has been calculated at the
applicable tax rate on the estimated assessable profits for the period, based on the existing legislation,
interpretations and practices in respect thereof. The general corporate income tax rate in the PRC is 25%.
Certain subsidiaries of the Group in the PRC were qualified as “high and new technology enterprises” and were
subject to a preferential income tax rate of 15%.
Certain subsidiaries of the Group in the PRC were qualified as “Small Low-Profit Enterprise”. “Small
Low-Profit Enterprise” was entitled to a preferential income tax rate that was calculated in accordance with
the two-tiered profits tax rates regime. From 1 January 2021 to 31 December 2022, the first RMB1,000,000
of the taxable income of qualified entities are taxed at 2.5%, and the taxable income above RMB1,000,000 and
less than RMB3,000,000 are taxed at 10%. Thus the subsidiaries were subject to a preferential income tax rate
of 2.5% or 10% in 2022. From 1 January 2023 to 31 December 2027, Small Low-Profit Enterprise with taxable
income less than RMB3,000,000 are taxed at 5%.
Thailand Corporate Income Tax
The Group’s subsidiary in Thailand is subject to Thailand CIT which is calculated based on the
applicable tax rate of 20% on the assessable profits of the subsidiaries in accordance with Thailand tax laws
and regulations for the reporting period.
PRC withholding Tax (“WHT”)
According to the New Corporate Income Tax Law (“New EIT Law”), distribution of profits earned by
PRC companies since 1 January 2008 to foreign investors is subject to withholding tax of 5% or 10%,
depending on if the foreign investor is considered as the beneficial owner of the dividend according to the
double tax treaty (agreement) between China and the jurisdiction of incorporation of the foreign investor, upon
the distribution of profits to overseas-incorporated immediate holding companies.
During the year ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2024 and
2025, the Group does not have any plan to require its PRC subsidiaries to distribute their retained earnings to
foreign investors and intends to retain them to operate and expand its business in the PRC. Accordingly, no
deferred income tax liability on WHT was accrued as at the end of each reporting period.
Y ear ended 31 December
Six months ended
30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Current income tax – – 151 136 66
Deferred income tax
(Note 19) – – (90,375) – (825)
Income tax (credit)/expense – – (90,224) 136 (759)
APPENDIX I ACCOUNTANT’S REPORT
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The reconciliation from income tax calculated based on the applicable tax rates and total loss presented
in the consolidated financial statements to the income tax (credit)/expense is set out as below:
Y ear ended 31 December
Six months ended
30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Loss before income tax (507,079) (490,023) (79,641) (60,203) (40,303)
Tax calculated at applicable
tax rates (123,139) (121,189) (16,813) (13,625) 9,611
Effects of preferential tax rates 49,241 48,725 4,915 5,293 (4,269)
Accelerated research and
development deductible
expenses (24,415) (32,193) (32,900) (15,403) (17,148)
Share of net loss/(gain) of
investments accounted for
using equity method 5,273 2,738 666 412 (88)
Deemed disposal gain (542) ––––
Expenses not deductible for
taxation purpose 290 253 37 27 28
Utilization of previously
unrecognised tax losses – – (250) (63) –
Temporary differences and tax
loss for which no deferred
income tax asset was
recognised 93,292 101,666 44,496 23,495 11,932
Recognition of previously
unrecognised losses
(Note 19) – – (90,375) – (825)
Income tax (credit)/expense – – (90,224) 136 (759)
13 DIVIDENDS
No dividend has been paid or declared by the Company or the companies now comprising the Group during
each of the years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2025.
APPENDIX I ACCOUNTANT’S REPORT
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14 (LOSS)/EARNING PER SHARE
(a) Basic (loss)/earning per share
Basic (loss)/earning per share is calculated by dividing the (loss)/gain attributable to ordinary shareholders of
the Company by the weighted average number of outstanding shares during the Track Record Period.
For the purpose of computing basic and diluted (loss)/earning per share, 2,013,606 ordinary shares issued
minus 311,780 ordinary shares repurchased and reserved for employee incentive and plus 80,000 contingent issuable
ordinary shares for exercised employee share option reserved by the Company, were considered in the calculation of
share number. The weighted average number of ordinary shares has been retrospectively adjusted for the effect of the
issuance of shares in connection with the Reorganisation completed on 21 February 2023.
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 attributable to
ordinary shareholders of the
Company (505,335) (486,555) 12,152 (58,845) (41,146)
Weighted average number of
outstanding ordinary shares 1,781,826 1,781,826 1,781,826 1,781,826 1,781,826
Basic (loss)/earning per share
(RMB) (283.61) (273.07) 6.82 (33.03) (23.09)
(b) Diluted earning/(loss) per share
Diluted earning/(loss) per share is calculated by adjusting the weighted average number of ordinary shares
outstanding to assume conversion of all dilutive potential ordinary shares.
As the Group incurred net loss for the years ended 31 December 2022 and 2023 and the six months ended 30
June 2024 and 2025, the dilutive potential ordinary shares were not included in the calculation of dilutive
earning/(loss) per share, as their inclusion would be anti-dilutive. Accordingly, dilutive loss per share for the years
ended 31 December 2022 and 2023 and the six months ended 30 June 2024 and 2025 are the same as basic loss per
share of the respective years.
For the year ended 31 December 2024, diluted earnings per share would be the same as basic earnings per share
considering that (i) the share options and RSUs granted by the Company are subject to the IPO condition to be
exercisable and are treated as contingently issuable shares because their issue is contingent on satisfying IPO
condition in addition to the passage of time; (2) the convertible redeemable preferred shares issued by the Company
were excluded from the diluted earnings per share calculation, as their effect would have been anti-dilutive.
APPENDIX I ACCOUNTANT’S REPORT
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15 PROPERTY, PLANT AND EQUIPMENT
Office and
electronic
equipment Vehicles
Lease hold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022
Cost 6,085 3,474 15,476 25,035
Accumulated depreciation (2,990) (2,391) (4,795) (10,176)
Net book amount 3,095 1,083 10,681 14,859
Y ear ended 31 December 2022
Opening net book amount 3,095 1,083 10,681 14,859
Additions 618 – 1,407 2,025
Disposals (89) (36) – (125)
Depreciation (Note 7) (1,131) (653) (4,556) (6,340)
Closing net book amount 2,493 394 7,532 10,419
As at 31 December 2022
Cost 6,259 2,748 16,883 25,890
Accumulated depreciation (3,766) (2,354) (9,351) (15,471)
Net book amount 2,493 394 7,532 10,419
Y ear ended 31 December 2023
Opening net book amount 2,493 394 7,532 10,419
Additions 110 520 46 676
Disposals (110) (57) – (167)
Depreciation (Note 7) (1,127) (309) (3,971) (5,407)
Closing net book amount 1,366 548 3,607 5,521
As at 31 December 2023
Cost 5,553 2,104 16,929 24,586
Accumulated depreciation (4,187) (1,556) (13,322) (19,065)
Net book amount 1,366 548 3,607 5,521
Y ear ended 31 December 2024
Opening net book amount 1,366 548 3,607 5,521
Additions 307 1,061 450 1,818
Disposals (32) (79) – (111)
Depreciation (Note 7) (731) (271) (2,528) (3,530)
Closing net book amount 910 1,259 1,529 3,698
As at 31 December 2024
Cost 5,513 1,581 17,379 24,473
Accumulated depreciation (4,603) (322) (15,850) (20,775)
Net book amount 910 1,259 1,529 3,698
APPENDIX I ACCOUNTANT’S REPORT
– I-56 –


--- page 465 ---
Office and
electronic
equipment Vehicles
Lease hold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000
Six months ended 30 June 2025
Opening net book amount 910 1,259 1,529 3,698
Additions 12 – 17 29
Disposals (12) – – (12)
Depreciation (Note 7) (205) (188) (1,192) (1,585)
Closing net book amount 705 1,071 354 2,130
As at 30 June 2025
Cost 5,313 1,581 17,396 24,290
Accumulated depreciation (4,608) (510) (17,042) (22,160)
Net book amount 705 1,071 354 2,130
Six months ended 30 June 2024
(Unaudited)
Opening net book amount 1,366 548 3,607 5,521
Additions 230 1,061 100 1,391
Disposals (26) (79) – (105)
Depreciation (Note 7) (427) (83) (1,314) (1,824)
Closing net book amount 1,143 1,447 2,393 4,983
As at 30 June 2024 (Unaudited)
Cost 5,550 1,581 17,029 24,160
Accumulated depreciation (4,407) (134) (14,636) (19,177)
Net book amount 1,143 1,447 2,393 4,983
APPENDIX I ACCOUNTANT’S REPORT
– I-57 –


--- page 466 ---
(a) Depreciation expenses were charged to the following categories in the consolidated statements of
comprehensive income:
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)
Selling and marketing
expenses 1,010 967 582 331 41
General and administrative
expenses 5,188 4,337 2,887 1,457 1,544
Research and development
expenses 142 103 61 36 –
6,340 5,407 3,530 1,824 1,585
No property, plant and equipment was restricted or pledged as security for liabilities as at 31 December 2022,
2023 and 2024 and 30 June 2025.
16 LEASES
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Right-of-use assets 9,275 26,439 15,279 10,828
Lease liabilities
Current 7,802 11,778 9,315 11,256
Non-current 2,313 17,443 6,863 1,930
10,115 29,221 16,178 13,186
(i) The movements of the right-of-use assets for the years ended 31 December 2022, 2023 and 2024 and the six
months ended 30 June 2024 and 2025 were 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)
Opening net book value 22,040 9,275 26,439 26,439 15,279
Additions 1,021 30,606 1,356 213 494
Early termination – (202) (7) – –
Depreciation charge (Note 7) (13,786) (13,240) (10,858) (6,103) (4,945)
Modifications – – (1,651) – –
Closing net book value 9,275 26,439 15,279 20,549 10,828
APPENDIX I ACCOUNTANT’S REPORT
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--- page 467 ---
(ii) Depreciation expenses were charged to the following categories in the consolidated statements of
comprehensive income:
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 (Note 7) 13,786 13,240 10,858 6,103 4,945
Interest expense (Note 11) 571 1,031 1,079 631 355
Expense relating to short-term
leases (included in cost of
sales, selling and marketing
expenses, general and
administrative expenses and
research and development
expenses) (Note 7) 2,766 2,436 3,723 1,681 1,933
The total cash outflow for leases for the years ended 31 December 2022, 2023 and 2024 and the six months
ended 30 June 2024 and 2025 was approximately RMB17,519,000, RMB14,405,000, RMB15,907,000,
RMB8,825,000 and RMB5,774,000 out of which RMB14,753,000, RMB11,969,000, RMB12,184,000,
RMB7,144,000 and RMB3,841,000 was relating to financing activities.
17 INTANGIBLE ASSETS
Goodwill (a)
Customer
relationship
Software
and others Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022
Cost 9,927 8,500 831 19,258
Accumulated amortisation – (850) (244) (1,094)
Net book amount 9,927 7,650 587 18,164
Y ear ended 31 December 2022
Opening net book amount 9,927 7,650 587 18,164
Additions – – 800 800
Amortisation charge (Note 7) – (1,700) (182) (1,882)
Impairment provision (9,927) – – (9,927)
Closing net book amount – 5,950 1,205 7,155
As at 31 December 2022
Cost 9,927 8,500 1,631 20,058
Accumulated amortisation – (2,550) (426) (2,976)
Impairment provision (9,927) – – (9,927)
Net book amount – 5,950 1,205 7,155
APPENDIX I ACCOUNTANT’S REPORT
– I-59 –


--- page 468 ---
Goodwill (a)
Customer
relationship
Software
and others Total
RMB’000 RMB’000 RMB’000 RMB’000
Y ear ended 31 December 2023
Opening net book amount – 5,950 1,205 7,155
Additions – – 416 416
Amortisation charge (Note 7) – (1,700) (197) (1,897)
Closing net book amount – 4,250 1,424 5,674
As at 31 December 2023
Cost 9,927 8,500 2,047 20,474
Accumulated amortisation – (4,250) (623) (4,873)
Impairment provision (9,927) – – (9,927)
Net book amount – 4,250 1,424 5,674
Y ear ended 31 December 2024
Opening net book amount – 4,250 1,424 5,674
Additions – – 281 281
Amortisation charge (Note 7) – (1,700) (218) (1,918)
Closing net book amount – 2,550 1,487 4,037
As at 31 December 2024
Cost 9,927 8,500 2,329 20,756
Accumulated amortisation – (5,950) (842) (6,792)
Impairment provision (9,927) – – (9,927)
Net book amount – 2,550 1,487 4,037
Six months ended 30 June 2025
Opening net book amount – 2,550 1,487 4,037
Additions – – 85 85
Amortization charge (Note 7) – (850) (99) (949)
Closing net book amount – 1,700 1,473 3,173
As at 30 June 2025
Cost 9,927 8,500 2,414 20,841
Accumulated amortization – (6,800) (941) (7,741)
Impairment provision (9,927) – – (9,927)
Net book amount – 1,700 1,473 3,173
APPENDIX I ACCOUNTANT’S REPORT
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--- page 469 ---
Goodwill (a)
Customer
relationship
Software
and others Total
RMB’000 RMB’000 RMB’000 RMB’000
Six months ended 30 June 2024
(Unaudited)
Opening net book amount – 4,250 1,424 5,674
Additions – – 196 196
Amortization charge (Note 7) – (850) (108) (958)
Closing net book amount – 3,400 1,512 4,912
As at 30 June 2024 (Unaudited)
Cost 9,927 8,500 2,243 20,670
Accumulated amortization – (5,100) (731) (5,831)
Impairment provision (9,927) – – (9,927)
Net book amount – 3,400 1,512 4,912
Amortisation expenses were charged to the following categories in the consolidated statements of
comprehensive income:
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 sales 33 32 29 16 –
Selling and marketing
expenses 1,703 1,703 1,703 852 852
General and administrative
expenses 120 150 174 84 97
Research and development
expenses 26 12 12 6 –
1,882 1,897 1,918 958 949
APPENDIX I ACCOUNTANT’S REPORT
– I-61 –


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(a) Impairment test for goodwill
The goodwill of RMB9,927,000 represents the excess of the acquisition consideration transferred and amount
of controlling interests in Zhuhai Furun over the fair value of the net identifiable assets acquired as at the acquisition
date in July 2021, and was allocated on Zhuhai Furun. As at 31 December 2021 and 2022, the Group has performed
the goodwill impairment assessments. The recoverable amount of goodwill was determined based on value-in-use
calculations. The value-in-use calculations use cash flow projections based on business plan for the purpose of
impairment reviews covering a five-year period for Zhuhai Furun as a CGU. The accuracy and reliability of the
information is reasonably assured by the appropriate budgeting, forecast and control process established by the
Group. The management leveraged their experiences in the industries and provided forecast based on past
performance and their expectation of future business plans and market developments.
The Group has engaged an independent external appraiser to assist management to perform the goodwill
impairment assessments. The following table sets forth each key assumption on which management has based its five
years cash flow projections to undertake impairment testing of goodwill:
As at
31 December
2022
Annual growth rate of revenue during the projection period -48.6%~6.2%
Gross margin during the projection period (% of revenue) 76.4%
Terminal growth rate 2.0%
Pre-tax discount rate 22.5%
Due to the operations of Zhuhai Furun had been significantly impacted by factors after acquisition such as
change of the macroeconomic conditions and customer attrition. As at 31 December 2022, the recoverable amount
of Zhuhai Furun is estimated to be lower than the carrying amount of the CGU.
The Group recorded impairment of approximately RMB9,927,000 as at 31 December 2022 in light of the
changes in economic, operating and market environment.
18 INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
(i) The amounts summarised in the consolidated balance sheet are as follows:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Investments in associates accounted
for using the equity method
– Associates 117,791 99,539 84,946 53,169
The movement of the investment in associates accounted for using the equity method is set out below.
Y ear ended 31 December
Six months ended
30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Beginning of year/period 144,330 117,791 99,539 99,539 84,946
Share of results of associates
summarised in the
consolidated statements of
comprehensive income (35,152) (18,252) (4,438) (2,747) 585
Additions 5,000 ––––
Disposal of equity method
investments – – (10,155) (10,155) (32,362)
Deemed disposal gain
(Note 10) 3,613 ––––
End of year/period 117,791 99,539 84,946 86,637 53,169
APPENDIX I ACCOUNTANT’S REPORT
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Set out below are the associates of the Group as at 31 December 2022, 2023 and 2024 and 30 June 2025. The country of incorporation or registration is also t heir principal
place of business, and the proportion of ownership interest is the same as the proportion of voting rights held.
Company name
Place of incorporation
and operation and date
of incorporation
Particulars
of issued
shares held
(thousand)
Attributable equity
interests to the Group Carrying amount
As at 31 December
As at
30 June As at 31 December
As at
30 June
2022 2023 2024 2025 2022 2023 2024 2025
Shenzhen Zexi Network Technology
Co., Ltd.
ʮ̡ (iii)
The PRC, 25 Sept 2015 1,053 20.00% 20.00% N/A N/A 10,030 10,155 N/A N/A
Shanghai Painting Dragon Information
Technology Co., Ltd. (“Shanghai
Painting”)
ʮ̡
The PRC, 28 Mar 2016 12,950 12.59% 12.59% 12.59% 12.59% 42,200 42,907 37,897 36,032
Changxiaojia (Shenzhen) Technology
Co., Ltd.
࢕(ଉέ)ʮ̡ (iv)
The PRC, 5 Feb 2018 1,182 17.50% 17.50% 17.50% N/A 28,152 27,880 29,889 N/A
Wuxi Wuhe Cloud Network Technology
Co., Ltd
ʮ̡
The PRC, 15 Dec 2016 1,087 8.00% 8.00% 8.00% 8.00% 3,999 3,785 3,621 3,653
Shenzhen Lingxing Network Technology
Co., Ltd. (“Shenzhen Lingxing”)
ʮ̡
The PRC, 11 Apr 2019 2,286 14.58% 14.58% 14.58% 14.58% 19,848 1,331 – –
Zhejiang Luodige Enterprise Management
Consulting Co., Ltd.
ப΂ʮ̡
The PRC, 28 May 2019 10,256 5.00% 5.00% 5.00% 5.00% 2,465 2,480 2,473 2,464
Zhejiang Quality Control Technology
Management Co., Ltd.
ʮ̡
The PRC, 16 Dec 2019 12,344 2.50% 2.50% 2.50% 2.50% 6,329 6,533 6,644 6,644
Jiuzhang Arithmetic (Zhejiang) Technology
Co., Ltd.
ӯ௝ၑஔ(एϪ)ʮ̡
The PRC, 23 Nov 2021 11,765 2.00% 2.00% 2.00% 2.00% 4,768 4,468 4,422 4,376
117,791 99,539 84,946 53,169
APPENDIX I ACCOUNTANT’S REPORT
– I-63 –


--- page 472 ---
(ii) The Group has significant influence over the above investments based on its representation on the respective
board of directors.
(iii) The Group disposed the associate in 2024, with the consideration of RMB13,500,000, resulted in a gain of
RMB3,345,000.
(iv) The Group disposed the associate in 2025, with the consideration of RMB36,140,000, resulted in a gain of
RMB3,778,000. The consideration of RMB30,000,000 has been settled in June 2025 and the remaining
RMB6,140,000 as receivables from disposal of an associate were settled subsequently in July 2025 (Note
21(a)).
(v) Summarised financial information for an associate
The tables below provide summarised financial information for an associate that is material to the Group. The
information disclosed reflects the amounts presented in the financial statements of the relevant associate and
not the Group’s share of those amounts. They have been amended to reflect adjustments made by the entity
when using the equity method.
Associate
As at 31 December
As at
30 June
Summarised balance sheet 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current assets
Cash and cash equivalents 4,537 6,351 2,462 3,325
Other current assets 82,627 111,903 134,665 125,221
Total current assets 87,164 118,254 137,127 128,546
Non-current assets 900 2,052 500 157
Current liabilities 12,671 37,505 94,673 100,601
Non-current liabilities 606 2,397 1,218 3,590
Non-controlling interests 1,546 2,539 3,664 1,246
Net assets 73,241 77,865 38,072 23,266
Associate
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)
Reconciliation to carrying
amounts:
Opening net assets 1 January 29,585 73,241 77,865 77,865 38,072
Profit/(loss) for the year/period 656 4,624 (39,793) (18,068) (14,806)
Capital injection 43,000 ––––
Closing net assets 73,241 77,865 38,072 59,797 23,266
Group’s share in % 12.59% 12.59% 12.59% 12.59% 12.59%
Group’s share in RMB’000 9,221 9,928 4,918 7,654 3,053
Goodwill 32,979 32,979 32,979 32,979 32,979
Carrying amount 42,200 42,907 37,897 40,633 36,032
APPENDIX I ACCOUNTANT’S REPORT
– I-64 –


--- page 473 ---
Associate
Y ear ended 31 December
Six months ended
30 June
Summarised statements of
comprehensive income 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue 123,332 177,802 235,288 95,026 61,828
Cost of sales (87,837) (135,499) (194,972) (94,542) (61,000)
Operating expense (36,962) (35,494) (82,781) (18,038) (14,126)
Income tax (expense)/credit (125) (45) (195) (37) 20
Profit/(loss) for the
year/period 1,150 5,617 (38,668) (18,079) (15,712)
Total comprehensive
income/(loss) 1,150 5,617 (38,668) (18,079) (15,712)
– Equity owners of the
company 656 4,624 (39,793) (18,068) (14,806)
– Non-controlling interests 494 993 1,125 (11) (906)
APPENDIX I ACCOUNTANT’S REPORT
– I-65 –


--- page 474 ---
19 DEFERRED INCOME TAX
Deferred income taxes are calculated in full on temporary differences under the liability method using the tax
rates which are expected to apply at the time of reversal of the temporary differences.
The following amounts, determined after appropriate offsetting, are shown in the consolidated balance sheets:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Deferred income tax assets:
– to be recovered after more than
12 months 5,985 5,696 95,274 95,310
– to be recovered within 12 months 2,068 1,986 1,397 1,688
8,053 7,682 96,671 96,998
Set-off of deferred tax summarised
pursuant to set-off provisions (8,053) (7,682) (6,296) (5,798)
Net deferred tax assets – – 90,375 91,200
Deferred income tax liabilities:
– to be recovered after more than
12 months (5,985) (5,696) (4,965) (4,446)
– to be recovered within 12 months (2,068) (1,986) (1,331) (1,352)
(8,053) (7,682) (6,296) (5,798)
Set-off of deferred tax assets
pursuant to set-off provisions 8,053 7,682 6,296 5,798
Net deferred tax liabilities ––––
APPENDIX I ACCOUNTANT’S REPORT
– I-66 –


--- page 475 ---
The gross movement on the deferred income tax account is as follows:
Deductible
tax loss
carried
forward
Lease
liabilities
Right-of-use
assets
Fair value
change of
non-current
financial assets
measured
at FVPL
Customer
relationship Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022 9,819 – (3,306) (5,365) (1,148) –
Credited/(charged) to
consolidated
statements of
comprehensive
income (1,766) – 1,915 (404) 255 –
As at 31 December
2022 8,053 – (1,391) (5,769) (893) –
As at 1 January 2023 8,053 – (1,391) (5,769) (893) –
Credited/(charged) to
consolidated
statements of
comprehensive
income (371) – (2,575) 2,691 255 –
As at 31 December
2023 7,682 – (3,966) (3,078) (638) –
As at 1 January 2024 7,682 – (3,966) (3,078) (638) –
Credited/(charged) to
consolidated
statements of
comprehensive
income 86,562 2,427 1,674 (543) 255 90,375
As at 31 December
2024 94,244 2,427 (2,292) (3,621) (383) 90,375
As at 1 January 2025 94,244 2,427 (2,292) (3,621) (383) 90,375
Credited/(charged) to
consolidated
statements of
comprehensive
income 777 (450) 668 (298) 128 825
As at 30 June 2025 95,021 1,977 (1,624) (3,919) (255) 91,200
APPENDIX I ACCOUNTANT’S REPORT
– I-67 –


--- page 476 ---
Deductible
tax loss
carried
forward
Lease
liabilities
Right-of-use
assets
Fair value
change of
non-current
financial assets
measured
at FVPL
Customer
relationship Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2024 7,682 – (3,966) (3,078) (638) –
Credited/(charged) to
consolidated
statements of
comprehensive
income (79) – 884 (933) 128 –
As at 30 June 2024
(Unaudited) 7,603 – (3,082) (4,011) (510) –
The Group only recognises deferred tax assets for cumulative tax losses if it is probable that future taxable
income will be available to utilize those tax losses. Management will continue to assess the recognition of deferred
tax assets in future reporting periods. As at 31 December 2022, 2023, 2024 and 30 June 2025, management carried
out an assessment to determine whether future taxable profits will be available to utilise the cumulative tax losses
and the Group has recognised deferred tax assets of approximately RMB8,053,000, RMB7,682,000, RMB94,244,000
and RMB95,021,000 for tax losses.
As at 31 December 2022, 2023 and 2024 and 30 June 2025, the Group did not recognise deferred income
tax assets of approximately RMB282,757,000, RMB349,055,000, RMB178,906,000 and RMB166,732,000,
respectively, in respect of loss amounting to RMB1,912,410,000, RMB2,384,081,000, RMB1,550,419,000 and
RMB1,635,270,000 that can be carried forward against future taxable income, respectively. The expiry calendar years
of the related tax loss are as follow:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
2024 10,343 10,343 – –
2025 4,696 4,696 10,008 9,857
2026 10,150 10,150 41,818 21,869
2027 102,388 134,401 19,511 –
2028 198,283 205,344 – –
2029 154,085 154,085 – –
2030 399,543 399,543 179,312 179,312
2031 424,667 424,667 279,688 279,688
2032 608,255 608,255 485,456 485,456
2033 – 432,597 261,050 249,232
2034 – – 273,576 334,259
2035 – – – 75,597
1,912,410 2,384,081 1,550,419 1,635,270
APPENDIX I ACCOUNTANT’S REPORT
– I-68 –


--- page 477 ---
20 FINANCIAL ASSETS AT FVPL AND FINANCIAL ASSETS AT FVOCI
(a) Financial assets at FVPL – current
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Wealth management product 6,50 0–––
Financial assets at FVPL were presented within ‘investing activities’ in the consolidated statement of cash
flows.
Changes in fair values of FVPL were recorded in ‘Other gains – net’ (Note 10).
The fair value of the product is based on its present value of future cash flow.
(b) Financial assets at FVPL – non-current
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Long-term investments measured at
FVPL 213,047 131,773 121,042 123,027
APPENDIX I ACCOUNTANT’S REPORT
– I-69 –


--- page 478 ---
The entities listed below have share capital consisting of ordinary shares with preference rights, which are held directly by the Group. Except for Ha ngzhou Fencha Intelligent
Technology Co., Ltd., the Group has significant influence over these entities. These entities listed are measured by fair value through profit or los s.
Company name
Place of incorporation
and operation and date
of incorporation
Particulars
of issued
shares held
(thousand)
Attributable equity
interests to the Group Carrying amount
As at 31 December
As at
30 June As at 31 December
As at
30 June
2022 2023 2024 2025 2022 2023 2024 2025
Hangzhou Zhuidian Network Technology
Co., Ltd.
ʮ̡
The PRC, 14 Jul 2016 429 22.44% 22.44% 22.44% 22.44% 8,448 5,112 4,377 7,830
Hangzhou Y oufan Information Technology
Co., Ltd.
ʮ̡
The PRC, 2 Mar 2016 429 15.12% 15.12% 15.12% 15.12% 36,259 35,070 37,964 34,950
Hangzhou Yike Information Technology
Co., Ltd. (i)
ʮ̡
The PRC, 31 Dec 2015 5,556 10.00% N/A N/A N/A 76,640 N/A N/A N/A
Dian Inc Cayman, 20 Jul 2018 14,063 10.00% 10.00% 10.00% 10.00% 17,716 25,516 25,326 27,024
Seller Motor Capital Holdings Limited Cayman, 21 Nov 2019 230 22.00% 22.00% 22.00% 22.00% ––––
Beijing Jishiyu Intelligent Technology
Co., Ltd.
ʮ̡
The PRC, 25 Apr 2021 389 20.00% 18.00% 18.00% 18.00% 17,978 13,257 2,305 1,438
Shanghai Mopu Network Technology
Co., Ltd.
ʮ̡
The PRC, 6 Jan 2012 2,961 9.96% 9.96% 9.96% 9.96% 20,074 19,526 19,034 19,886
SeaStar Group Limited Cayman, 4 Jan 2021 6,250 4.67% 4.67% 4.67% 4.67% 21,681 17,890 12,405 8,829
Hangzhou Fencha Intelligent Technology
Co., Ltd.
ʮ̡
The PRC, 8 Mar 2019 31 0.96% 0.96% 0.96% 0.96% 14,251 15,402 19,631 23,070
213,047 131,773 121,042 123,027
(i) The group disposed the investment in 2023, with the consideration of RMB83,032,000, resulted in a loss of RMB9,268,000.
APPENDIX I ACCOUNTANT’S REPORT
– I-70 –


--- page 479 ---
(c) Financial assets at FVOCI
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Time deposits – current 150,000 – – –
Time deposits – non-current 20,000 – – 101,002
170,000 – – 101,002
21 TRADE AND OTHER RECEIV ABLES
(a) The Group
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables – net 2,697 4,350 5,110 5,643
Other receivables – net 99,850 94,569 185,337 232,267
Trade and other receivables – net 102,547 98,919 190,447 237,910
(i) Trade receivables
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables due from third
parties 1,113 972 1,786 2,694
Trade receivables due from related
parties (Note 33(c)) 1,724 4,195 4,244 4,092
2,837 5,167 6,030 6,786
Less: provision for loss allowance of
receivables (140) (817) (920) (1,143)
Trade receivables – net 2,697 4,350 5,110 5,643
APPENDIX I ACCOUNTANT’S REPORT
– I-71 –


--- page 480 ---
The ageing analysis of trade receivables based on invoice date, before provision for loss allowance, as
at 31 December 2022, 2023 and 2024 and 30 June 2025 was as follows:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables, gross
Within 1 year 2,739 4,759 5,776 6,298
Over 1 year 98 408 254 488
2,837 5,167 6,030 6,786
(ii) Other receivables
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Receivables due from
e-Commerce platforms (a) 71,572 81,507 173,564 214,320
Receivables from disposal of
an associate (Note 18(iv)) – – – 6,140
Staff advances 4,085 4,921 5,141 5,300
Other receivables due from
related parties (Note 33(c)) 18,319 1,578 – –
Deposits 6,772 6,724 6,714 6,820
Others 173 202 328 322
100,921 94,932 185,747 232,902
Less: provision for loss
allowance of receivables (1,071) (363) (410) (635)
99,850 94,569 185,337 232,267
(a) Customers typically need to pay software authorisation fees through e-Commerce platforms to
use the Group’s software and the authorisation fees will be refunded by the Group when meeting
certain criteria. Receivables due from e-Commerce platforms represent the balances of
authorisation fees paid by customers but yet to be settled by e-commerce platforms. Authorisation
fees to be refunded represent the balances of authorisation fees yet to be refunded by the Group
to customers.
As at 31 December 2022, 2023 and 2024 and 30 June 2025, the fair values of the trade and other
receivables of the Group, approximated their carrying amounts.
APPENDIX I ACCOUNTANT’S REPORT
– I-72 –


--- page 481 ---
The aging analysis of other receivables based on invoice date, before provision for loss
allowance, as at 31 December 2022, 2023 and 2024 and 30 June 2025 was as follows:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Other receivables, gross
Within 1 year 87,038 85,075 174,412 221,384
Over 1 year and within
2 years 6,724 2,891 1,602 744
Over 2 years 7,159 6,966 9,733 10,774
100,921 94,932 185,747 232,902
The provision for doubtful trade and other receivables refers to Notes 3.1(b).
(b) The Company
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Receivables due from a subsidiary – 350,000 350,000 –
Other receivables 1 27 27 27
1 350,027 350,027 27
22 CASH AND CASH EQUIV ALENTS AND RESTRICTED CASH
(a) Cash and cash equivalents
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cash at banks and on hand 413,070 844,720 1,148,981 670,114
Cash equivalents (i) 13,589 52,607 36,295 60,717
Less: restricted cash (b) – – (100,000) –
Cash and cash equivalents 426,659 897,327 1,085,276 730,831
(i) Cash equivalents represents cash balances kept in third party payment platforms, such as Ali-pay and
WeChat account which can be withdrawn by the Group at any time.
APPENDIX I ACCOUNTANT’S REPORT
– I-73 –


--- page 482 ---
Cash and cash equivalents are denominated in the following currencies:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
RMB 409,667 887,536 1,055,667 673,067
USD 16,277 6,871 17,053 39,674
THB 403 1,680 10,803 17,464
HKD 312 1,240 1,753 626
426,659 897,327 1,085,276 730,831
(b) Restricted cash
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cash at banks restricted for purchase
of wealth management products – – 100,000 –
– – 100,000 –
Restricted cash is denominated in RMB.
23 PREPAYMENTS
(a) The Group
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Prepayments
– Non-current
Cloud server fee 67,566 76,378 57,597 51,397
– Current
Prepaid listing expense – 526 1,095 642
Deferred listing expense – 7,655 9,920 6,638
Cloud server fee 4,240 14,886 48,566 54,778
Prepaid rental expense 1,076 96 287 352
Technical service expense 1,708 667 578 1,159
Others 7,217 2,958 3,646 1,861
14,241 26,788 64,092 65,430
81,807 103,166 121,689 116,827
APPENDIX I ACCOUNTANT’S REPORT
– I-74 –


--- page 483 ---
(b) The Company
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Deferred listing expense – 7,655 9,920 6,638
Prepaid listing expense – 526 1,095 642
– 8,181 11,015 7,280
24 TRADE AND OTHER PAYABLES
(a) The Group
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Authorisation fee to be refunded
(Note 21(a)(ii)(a)) 194,982 335,524 417,643 479,848
Staff salaries and welfare payables 213,300 227,635 223,501 187,992
Commission fee payables 21,455 34,816 46,514 48,424
Accrued taxes other than income tax 25,737 31,166 27,563 21,516
Listing expense payable – 6,220 11,998 9,787
Employee stock options exercise fee
payables 9,797 11,076 10,854 10,854
Trade payables due to third parties 1,090 1,297 1,262 1,022
Other payables and accruals 8,250 6,992 10,431 8,575
474,611 654,726 749,766 768,018
As at 31 December 2022, 2023 and 2024 and 30 June 2025, all trade and other payables of the Group were
non-interest bearing, and their carrying amounts, excluding the staff salaries and welfare payables and accrued taxes
other than income tax which are not financial liabilities, approximated their fair values due to their short maturities.
APPENDIX I ACCOUNTANT’S REPORT
– I-75 –


--- page 484 ---
Aging analysis of the trade and other payables based on recognition at the respective balance sheet dates were
as follows:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Less than 1 year 472,997 653,354 748,383 766,918
Over 1 year 1,614 1,372 1,383 1,100
474,611 654,726 749,766 768,018
(b) The Company
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Listing expense payable to
subsidiaries – 8,181 11,015 7,280
Other payables to a subsidiary – – – 227,746
Other payables 29 634 1,241 1,234
29 8,815 12,256 236,260
Aging analysis of the trade and other payables based on recognition at the respective balance sheet dates were
as follows:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Less than 1 year 29 8,815 12,256 236,260
25 FINANCIAL LIABILITIES TO INVESTORS
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Financial liabilities to investors 1,200,717 – – –
Prior to the Group’s Reorganisation, Shanghai Jushuitan had completed several rounds of financing including
Series Angel, Series Pre-A, Series A, Series B (including Series B1, Series B2, Series B3) and Series C in the way
of registered capital increase of Shanghai Jushuitan and capital transfer from founders to investors. The key terms
of the preferred rights granted to the abovementioned investors are summarised as follows:
APPENDIX I ACCOUNTANT’S REPORT
– I-76 –


--- page 485 ---
(i) Redemption right
Series B and Series C investors have a right to require the Company to redeem their investments if (a) the
Company fails to consummate a qualified initial public offering (“Qualified IPO”) by the fifth anniversary of the
closing date of Series C; (b) the Company or the founder has severely violated the provisions of the transaction
documents and has had a significant adverse impact on the Company’s ability to continue to operate or Qualified IPO;
(c) the information provided by the Company to the Series C Investors or the Series B Investors about the Group
deviates materially from the actual situation or the Company conceals, misleads, misrepresents or defrauds in the
process of information disclosure; (d) any act of appropriation of funds, transaction or guarantee between any Group
Company and its Affiliates that has a material adverse effect on the operation of any Group Company and fails to
be corrected within thirty days after investors’ request for correction; (e) the accounting firm’s failure to issue an
unqualified audit report on the Company; (f) a material change in the Company’s business (except as agreed by
investors) or (g) any other Shareholder exercises its redemption right in accordance with the transaction documents.
The redemption amount is the higher of (i) equal original investment principal from the investors, plus a return
at the simple annual rate of 10% of the original investment principal for a period of time commencing from the
relevant payment date of investments to the date when such redemption amount is fully paid on the basis of a 360-day
year and actual days elapsed, plus all dividends declared but unpaid or (ii) the amount of the net asset value of the
Company.
(ii) Liquidation preferences
In the event of a deemed liquidation event (as defined in shareholders agreement), the distributable liquidation
property (after satisfaction of all creditors’ claims and claims that may be preferred by law and the total consideration
received by the Company or the shareholders in a deemed liquidation event) shall be distributed in the amount equal
to the higher of (1) the liquidation preference amount plus the accumulated dividends or declared but undistributed
dividends (and retained earnings) on the equity held; or (2) the distributable liquidation property can be distributed
according to the equity proportion at that time, and in the priority order of Series C, Series B3, Series B2, Series B1,
Series A, Series Pre-A to Series Angel.
The liquidation preference amount of Series Angel and Series Pre-A is calculated as the 125% and 100% of
the original investment principal from Series Angel and Series Pre-A investors, respectively. The liquidation
preference amount of Series A, B and C is calculated as the 100% of the original investment principal plus a return
at the simple annual rate of 10% of the original investment principal.
As part of the Reorganisation in 2023 (Note 1.2), the instruments have been exchanged to convertible
redeemable preferred shares or warrants issued by the Company. Convertible redeemable preferred shares are
redeemable upon occurrence of certain future events and also attached with a conversion option. Warrants can be
exercised and settled with convertible redeemable preferred shares after completion of requisite regulatory
formalities for outbound investments. Warrant holders have the same shareholder rights of the Company as other
convertible redeemable preferred shareholders. Accordingly, the financial liabilities to investors were derecognised
and the newly issued convertible redeemable preferred shares were recognised as financial instruments at FVPL.
The movements of financial liabilities to investors for the years ended 31 December 2022, 2023 and 2024 and
the six months ended 30 June 2024 and 2025 were as follows:
Financial
liabilities to
investors
RMB’000
As at 1 January 2022 1,097,571
Charged to finance costs (Note 11) 103,146
As at 31 December 2022 1,200,717
As at 1 January 2023 1,200,717
Charged to finance costs (Note 11) 12,362
Transfer to conversion redeemable preferred shares (Note 26) (1,213,079)
As at 31 December 2023 and 2024 and 30 June 2024 and 2025 –
APPENDIX I ACCOUNTANT’S REPORT
– I-77 –


--- page 486 ---
26 CONVERTIBLE REDEEMABLE PREFERRED SHARES
As mentioned in Note 1.2, upon and from the issuance of the Warrants, warrant holders shall be deemed as the
holders of such Preferred Shares assuming the Warrants have been exercised in full, and the Company shall procure
that warrant holders have, any and all of the rights of such Preferred Shares. Therefore, Series Angel to Series C
Preferred Shares shall include the Preferred Shares issuable pursuant to the Warrants (assuming full exercise of such
Warrant into such Preferred Shares) and warrant holders shall be deemed to be in its capacity as a holder of such
Preferred Shares.
On 21 February 2023, shareholders of Shanghai Jushuitan became nominee shareholders and the preferred
rights held by Series Angel to Series C Investors in Shanghai Jushuitan were cancelled accordingly (together with
the issuance of Series Angel to Series C Preferred Shares, as the “Share Exchange”).
Upon the Share Exchange, Series Angel to Series C Investors gave up their investments of ordinary shares with
preferred rights that they held in Shanghai Jushuitan, and in return, Series Angel to Series C Preferred Shareholders
received Preferred Shares of the Company. The management assessed that the Share Exchange involves the
de-recognition of ordinary shares with preferred rights of Shanghai Jushuitan, with carrying amounts of RMB1,213
million, by issuing Preferred Shares with fair value of RMB2,905 million. The total difference between the fair value
of the Series Angel to Series C Preferred Shares and the carrying value of the ordinary shares with preferred rights
of Shanghai Jushuitan held by Series Angel to Series C Investors, amounting to RMB1,691 million, was recorded into
i) the consolidated statements of comprehensive loss (RMB nil), given the fair value allocated to the liability
de-recognised is the same as its carrying value; and ii) the “other reserve” of consolidated balance sheets (RMB1,691
million), representing the difference between the remaining fair value allocated and the carrying value of the equity
de-recognised.
The key terms of all series of Series Angel to Series C Preferred Shares effective and applicable upon their
issuance are as follows:
Liquidation Preferences
In the event of any i) liquidation; ii) dissolution; iii) winding up of the Company; iv) any consolidation,
amalgamation or merger of the Company with or into any other person or other corporate reorganisation, in which
the members of the Company immediately prior to such consolidation, amalgamation, merger or reorganisation, own
less than 50% of the Company’s voting power or shares immediately after such consolidation, merger, amalgamation,
or reorganisation, or any transaction or series of related transactions to which the Company is a party in which in
excess of 50% of the Company’s voting power or shares is transferred, but excluding any transaction effected solely
for tax purposes or to change the Company’s domicile; v) a sale, lease, exclusively license or other disposition of all
or substantially all of the assets, intellectual properties or business of the Group Companies; vi) change of the actual
controller of the Company, other than (a) a consolidation with a wholly-owned subsidiary of the Company; (b) a
merger effected exclusively to change the domicile of the Company; and (c) an equity financing consummated solely
for capital-raising purposes in which the Company is the surviving corporation and which is approved by the
preferred majority and two-thirds of the Board members.
The liquidation preference amount shall be equal to any dividends declared and unpaid with respect to the
Preferred Shares plus the liquidation preference amount. The liquidation preference amount of Series Angel and
Series Pre-A is calculated as the 125% and 100% of the original investment principal from Series Angel and Series
Pre-A investors, respectively. The liquidation preference amount of Series A, B and C is calculated as the 100% of
the original investment principal plus a return at the simple annual rate of 10% of the original investment principal.
Conversion Rights
Each Preferred Share may, at the option of the Preferred Shareholders thereof, be converted at any time after
the date of issuance of such Preferred Shares into fully-paid and non-assessable ordinary shares at an initial
conversion ratio of 1:1 subject to i) adjustment for share splits and combinations; ii) adjustment for ordinary share
dividends and distributions; iii) adjustments for reorganisations, mergers, consolidations, reclassifications,
exchanges, substitutions; iv) adjustments to conversion price for dilutive issuance.
APPENDIX I ACCOUNTANT’S REPORT
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In addition, each Preferred Share shall automatically be converted, based on the then-effective conversion
price, without any action being required by the holder of such Preferred Share and whether or not the certificates
representing such Preferred Share surrendered to the Company or its transfer agent, into fully-paid and
non-assessable ordinary shares upon the earlier of (a) the closing of an qualified IPO duly approved in accordance
with the shareholders agreement and the memorandum and articles and (b) the date specified by written consent of
all Series Angel to Series C Preferred Shareholders.
Redemption Rights of Series B and Series C Preferred Shares
Series B and Series C Preferred Shares shall be redeemable at the election of Series B and Series C Preferred
Shareholders upon specific conditions as follows: (i) the Company’s failure to consummate a Qualified IPO on or
prior to 13 August 2025 (i.e. the fifth (5th) anniversary of the closing date of the series C financing of the Company);
(ii) the Company or the founder has severely violated the provisions of the transaction documents or a breach of Laws
to materially affect the Company’s ability to continue to operate or Qualified IPO; (iii) the information provided by
the Company to the Series C Investors or the Series B Investors about the Group deviates materially from the actual
situation or the Company conceals, misleads, misrepresents or defrauds in the process of information disclosure; (iv)
any act of appropriation of funds, transaction or guarantee between any Group Company and its Affiliates that has
a material adverse effect on the operation of any Group Company and fails to be corrected within thirty days after
investors’ request for correction; (v) the accounting firm’s failure to issue an unqualified audit report on the
Company; (vi) a material change in the Company’s business (except as agreed by investors) or (vii) any other
Shareholder exercises its redemption right in accordance with the transaction documents.
Pursuant to the amendment to shareholders agreement as entered into with respective investors on 8 June 2023,
which agreed that the redemption right shall be ceased immediately before submitting the application to the Hong
Kong Stock Exchange for the initial public offering by the Company, provided such redemption right shall
automatically be reinstated upon the occurrence of certain agreed uncontrollable events, all redemption liabilities
were still being recognised and will be re-classified to equity upon the successful listing of the Company.
Pursuant to the updated shareholders agreement signed in May 2025, certain investors’ rights to request the
Company to settle the convertible redeemable preferred shares will be reinstated and become exercisable if the initial
public offering, listing and trading of the Company’s shares on a recognised stock exchange does not occur before
31 December 2025. The redemption price shall be paid within 12 months of the date of the redemption request.
Pursuant to the side letters signed in May 2025, certain investors have already undertaken that they will not
exercise their redemption rights prior to 31 December 2026.
Dividends and voting rights
Each preferred shares shall have voting rights and dividend rights equivalent to ordinary shareholders into
which such preferred shares (including warrants) could be convertible.
The movements of the convertible redeemable preferred shares are set out as below:
The Group and the Company
RMB’000
At 21 February 2023
Issuance of Series Angel Preferred Shares 421,768
Issuance of Series Pre-A Preferred Shares 116,333
Issuance of Series A Preferred Shares 441,974
Issuance of Series B1 Preferred Shares 357,802
Issuance of Series B2 Preferred Shares 370,377
Issuance of Series B3 Preferred Shares 476,845
Issuance of Series C Preferred Shares 719,430
Change in fair value 225,435
Change in fair value due to own credit risk (2,063)
At 31 December 2023 3,127,901
APPENDIX I ACCOUNTANT’S REPORT
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RMB’000
At 31 December 2023 3,127,901
Change in fair value 18,526
Change in fair value due to own credit risk (2,516)
At 31 December 2024 3,143,911
RMB’000
At 31 December 2024 3,143,911
Redemption of convertible redeemable preferred shares (i) (543,292)
Loss on convertible redeemable preferred shares (ii) 72,512
Change in fair value due to own credit risk 2,141
At 30 June 2025 2,675,272
RMB’000
At 31 December 2023 3,127,901
Change in fair value 14,301
Change in fair value due to own credit risk 1,636
At 30 June 2024 (Unaudited) 3,143,838
(i) On 19 May 2025, 235,627 series C convertible redeemable preferred shares have been redeemed by the
Company from certain Series C preferred shareholders, at a consideration of approximately USD75.6
million (equivalent to RMB543 million) and the Company derecognized the carrying amount of relevant
Series C convertible redeemable preferred shares accordingly.
(ii) The Company recognized loss on convertible redeemable preferred shares in total amount of
RMB72,512,000 for the period ended 30 June 2025, which included the fair value change of convertible
redeemable preferred shares and gain or loss from modification of terms of the redemption rights.
The Group applied the discount cash flow method to determine the underlying equity value of the Company
and adopted option-pricing method and equity allocation model to determine the fair value of the convertible
redeemable preferred shares. Significant unobservable inputs are set as below:
As at
31 December
As at
31 December
As at
30 June
2023 2024 2025
Discount rate 16.00% 16.00% 16.00%
Risk free rate 4.50% 4.30% 4.00%
DloM 15.00% 15.00% 14.00%
V olatilities 48.50% 44.90% 54.20%
Key assumptions used in the valuation of the convertible redeemable preferred shares include discount rate and
DloM. The Company performed sensitivity analysis on these key assumptions for the years ended 31 December 2023
and 2024 and the six months ended 30 June 2025. If the discount rate had decreased or increased by 1% with all other
variables held constant, the convertible redeemable preferred shares would have been increased or decreased by
approximately RMB26,398,000 and RMB23,836,000 and RMB22,255,000 as at 31 December 2023 and 2024 and at
30 June 2025. If the DloM had decreased or increased by 1% with all other variables held constant, the convertible
redeemable preferred shares would have been increased or decreased by approximately RMB4,567,000 and
RMB4,344,000 and RMB3,723,000 as at 31 December 2023 and 2024 and at 30 June 2025.
APPENDIX I ACCOUNTANT’S REPORT
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27 SHARE CAPITAL AND SHARE PREMIUM
As mentioned in Note 1.2, the Historical Financial Information has been prepared on a combined basis before
the completion of the Reorganisation and on consolidated basis upon the completion of the Reorganisation.
Number of
ordinary shares
Nominal value
of shares
US$
Authorised:
As at 31 December 2021 and 2022 500,000,000 50,000
Reclassification from ordinary shares to convertible
redeemable preferred shares (1,800,745) (180)
As at 31 December 2023 and 2024 and 30 June 2024
(Unaudited) 498,199,255 49,820
As at 31 December 2024 498,199,255 49,820
Redemption and reclassification from convertible redeemable
preferred shares to ordinary shares 235,627 23
As at 30 June 2025 498,434,882 49,843
Number of
ordinary
shares
Nominal
value of
share capital
Equivalent
nominal
value of
share capital
Share
premium
US$’000 RMB’000 RMB’000
Issued:
As at 31 December 2021 and 2022 2,039,641 – 1 –
Reclassification to redeemable
convertible preferred shares (26,035) – – –
Effect of the Reorganisation of the
Group (i) – – – 2,479,571
As at 31 December 2023, 2024 and
30 June 2024 and 2025 2,013,606 – 1 2,479,571
(i) Upon completion of the Reorganisation, the fair value of ordinary shares of Shanghai Jushuitan
amounting to RMB2,479.6 million was transferred from other reserve to share premium accordingly
(Note 34).
APPENDIX I ACCOUNTANT’S REPORT
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28 OTHER RESERVES
The following table shows a breakdown of the balance sheet line item “other reserves” and its movement
during the respective years.
(a) The Group
Combined
capital (a)
Treasury
shares (b)
Capital
reserve
Share-based
payment
reserve
Foreign
currency
translation
Fair value
changes on
convertible
redeemable
preferred
shares due to
own credit risk Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022 3,814 – (66,336) 113,999 – – 51,477
Foreign currency translation – – – – 93 – 93
Share-based payments for
employees (Note 29) – – – 24,561 – – 24,561
As at 31 December 2022 3,814 – (66,336) 138,560 93 – 76,131
As at 1 January 2023 3,814 – (66,336) 138,560 93 – 76,131
Foreign currency translation – – – – (3) – (3)
Effect of the
Reorganisation (a) (3,814) – (2,477,772) – – – (2,481,586)
Issuance of convertible
redeemable preferred
shares – – (1,691,449) – – 2,063 (1,689,386)
Share-based payments for
employees (Note 29) – – – 21,272 – – 21,272
As at 31 December 2023 – – (4,235,557) 159,832 90 2,063 (4,073,572)
As at 1 January 2024 – – (4,235,557) 159,832 90 2,063 (4,073,572)
Foreign currency translation – – – – (102) – (102)
Fair value changes on
convertible redeemable
preferred shares – – – – – 2,516 2,516
Share-based payments for
employees (Note 29) – – – 10,728 – – 10,728
As at 31 December 2024 – – (4,235,557) 170,560 (12) 4,579 (4,060,430)
As at 1 January 2025 – – (4,235,557) 170,560 (12) 4,579 (4,060,430)
Foreign currency translation – – – – (170) – (170)
Fair value change of
convertible redeemable
preferred shares – – – – – (2,141) (2,141)
Share-based payments for
employees (Note 29) – – – 8,208 – – 8,208
As at 30 June 2025 – – (4,235,557) 178,768 (182) 2,438 (4,054,533)
APPENDIX I ACCOUNTANT’S REPORT
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--- page 491 ---
Combined
capital (a)
Treasury
shares (b)
Capital
reserve
Share-based
payment
reserve
Foreign
currency
translation
Fair value
changes on
convertible
redeemable
preferred
shares due to
own credit risk Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2024 – – (4,235,557) 159,832 90 2,063 (4,073,572)
Foreign currency translation – – – – 185 – 185
Fair value change of
convertible redeemable
preferred shares – – – – – (1,636) (1,636)
Share-based payments for
employees (Note 29) – – – 11,133 – – 11,133
As at 30 June 2024
(Unaudited) – – (4,235,557) 170,965 275 427 (4,063,890)
(a) The Reorganisation has not been completed as at 31 December 2022. Combined capital as at 31 December
2022 represented the combined registered capital of the companies now comprising the Group after elimination
of inter-company investment.
(b) The treasury shares represents the reserved 311,780 ordinary shares to be issued for the purpose of employee
incentive after the Reorganisation and the monetary amount is less than RMB1,000.
(b) The Company
Capital reserve
Share-based
payment
reserve
Fair value changes on
convertible redeemable
preferred shares due
to own credit risk Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2023 –– – –
Capital contribution from
owners 1,445 – – 1,445
Issuance of convertible
redeemable preferred
shares – – 2,063 2,063
Share-based payments for
employees – 91,610 – 91,610
As at 31 December 2023 1,445 91,610 2,063 95,118
As at 1 January 2024 1,445 91,610 2,063 95,118
Capital contribution from
owners – – – –
Fair value changes on
convertible redeemable
preferred shares – – 2,516 2,516
Share-based payments for
employees – 10,728 – 10,728
As at 31 December 2024 1,445 102,338 4,579 108,362
APPENDIX I ACCOUNTANT’S REPORT
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--- page 492 ---
Capital reserve
Share-based
payment
reserve
Fair value changes on
convertible redeemable
preferred shares due
to own credit risk Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2025 1,445 102,338 4,579 108,362
Fair value changes on
convertible redeemable
preferred shares due to
own credit risk – – (2,141) (2,141)
Share-based payments for
employees – 8,208 – 8,208
As at 30 June 2025 1,445 110,546 2,438 114,429
As at 1 January 2024 1,445 91,610 2,063 95,118
Fair value changes on
convertible redeemable
preferred shares due to
own credit risk – – (1,636) (1,636)
Share-based payments for
employees – 11,133 – 11,133
As at 30 June 2024
(Unaudited) 1,445 102,743 427 104,615
29 SHARE-BASED PAYMENTS
(a) Share-based compensation plans of the Company
In 2018, the board of directors approved the establishment of the share incentive scheme with the purpose of
which is to provide incentive for certain senior management members and employees contributing to the Group
through a limited liability partnership before the Reorganisation.
On 7 September 2017, Jiaxing Partnership was established serving as the employee incentive platform, in
which Mr. Luo Haidong was the general partner. In 2018, Mr. Luo Haidong and the other two founders of Shanghai
Jushuitan transferred their in total of 4.83% share of Shanghai Jushuitan to Jiaxing Partnership. Jiaxing Partnership
further subscribed aggregately 8.11% shares of Shanghai Jushuitan in 2018. 8.75 % and 2.54% of Shanghai
Jushuitan’s shares that were held by Jiaxing Partnership were granted to employees on 1 January 2018 and 31 March
2021, respectively, in exchange for their services to certain of the Group’s subsidiaries which includes the grant of
restricted stock units (“RSUs”) and share options.
The options/RSUs shall vest under service condition and the Company’s successful IPO. The granted
options/RSUs have a contractual option term of ten years.
During the Reorganisation in 2023 as mentioned in Note 1.2, the above restricted share plans was replaced by
the new restricted share plans, the vesting condition does not change, and no additional benefit to the employee upon
modification and thus does not have any accounting impact. The RSUs granted to Mr. Wang Y u had their terms
modified during the reorganization, removing the IPO condition and accelerating the expense recognition.
APPENDIX I ACCOUNTANT’S REPORT
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--- page 493 ---
The movements in the number of share options outstanding and their related exercise prices are summarised
as follows:
Share options
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
Average
exercise
price Per
share option
Number
of Options
(in thousands)
Average
exercise
price Per
share option
Number
of options
(in thousands)
Average
exercise
price Per
share option
Number
of options
(in thousands)
Average
exercise
price Per
share option
Number
of options
(in thousands)
Average
exercise
price Per
share option
Number
of options
(in thousands)
(Unaudited)
At the beginning
of the
year/period 173 185 173 181 173 180 173 180 174 182
Granted – – – – 259 14 259 14 259 14
Forfeited 170 (4) 259 (1) 259 (12) 259 (1) 259 (2)
At the end of the
year/period 173 181 173 180 174 182 174 193 181 194
RSUs
Vest price
(per share)
Outstanding RSUs (in thousands)
Y ear ended 31 December
Six months ended
30 June
2022 2023 2024 2024 2025
(Unaudited)
At the beginning of the
year/period 81 116 116 46 46 46
V ested – (70) – – –
At the end of the
year/period 116 46 46 46 46
Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the years/period as part
of employee benefit expense were 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)
Share-based payments for
employees (Note 28) 24,561 21,272 10,728 11,133 8,208
APPENDIX I ACCOUNTANT’S REPORT
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The share options outstanding as at 31 December 2022, 2023 and 2024 and 30 June 2024 and 2025 have
the following vesting dates and exercise prices:
Grant date Expiry date
Exercise
price
Per share
Outstanding options/RSUs (in thousands)
As at 31 December As at 30 June
2022 2023 2024 2024 2025
(Unaudited)
1 January 2018 15 April 2034 81 87 87 87 87 87
31 March 2021 15 April 2034 259 94 93 81 92 79
1 January 2024 15 April 2034 259 – – 14 14 14
20 May 2025 15 April 2034 25 9–––– 1 4
Total 181 180 182 193 194
Weighted average remaining contractual life of options outstanding at end of period are listed as below.
As at 31 December As at 30 June
Grant date 2022 2023 2024 2024 2025
(Unaudited)
1 January 2018 5.00 4.00 9.30 9.80 8.80
31 March 2021 8.25 7.25 9.30 9.80 8.80
1 January 2024 – – 9.30 9.80 8.80
20 May 2025 –––– 8.80
(i) Fair value of options/RSUs granted
The fair value of each RSUs granted with service conditions is estimated based on the fair market
value of the underlying ordinary shares of Shanghai Jushuitan on the date of grant.
The assessed fair value at grant date of options granted was RMB1,382 per option (issued on 1
January 2024) and RMB1,366 per option (issued on 20 May 2025), respectively. The fair value at grant
date is independently determined using an adjusted form of the Binary Tree Model which includes a
Binary Tree Model that takes into account the exercise price, the term of the option, the impact of
dilution (where material), the share price at grant date and expected price volatility of the underlying
share, the expected dividend yield, the risk free interest rate for the term of the option and the
correlations and volatilities of the peer group companies.
The significant input into the model was as follows:
Share options issued on 1 January 2024
1 January 2024
Equivalent to
RMB
Spot share price 1,608
Exercise price 259
Expected volatility 49.50%
Maturity (years) 10.00
Risk-free interest rate 2.60%
Dividend yield –
Share options issued on 20 May 2025
20 May 2025
Equivalent to
RMB
Spot share price 1,896
Exercise price 259
Expected volatility 47.80%
Maturity (years) 8.90
Risk-free interest rate 1.70%
Dividend yield –
APPENDIX I ACCOUNTANT’S REPORT
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30 CASH GENERATED FROM OPERATIONS
(a) Reconciliation of loss before income tax to net cash generated from operations
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 before income tax for the year (507,079) (490,023) (79,641) (60,203) (40,303)
Adjustments for:
– Depreciation of property, plant
and equipment (Note 15) 6,340 5,407 3,530 1,824 1,585
– Amortisation of right-of-use assets
(Note 16) 13,786 13,240 10,858 6,103 4,945
– Amortisation of intangible assets
(Note 17) 1,882 1,897 1,918 958 949
– Gain on disposal of an associate
(Note 10) – – (3,345) (3,345) (3,778)
– Gain on disposal of property,
plant and equipment (Note 10) (241) (660) (1,019) (1,009) (17)
– Gain on disposal of time deposits
(Note 10) – (167) – – –
– Gain on early termination of right-
of-use assets – (28) – – –
– Provision for loss allowance of
receivables (Note 3.1) 25 137 150 10 581
– Share of net loss/(gain) of
investments accounted for using
equity method (Note 18) 35,152 18,252 4,438 2,747 (585)
– Share-based payments for
employees (Note 29) 24,561 21,272 10,728 11,133 8,208
– Finance costs (Note 11) 103,717 13,650 1,079 631 355
– Foreign exchange (gain)/loss
(Note 10) (529) 35 693 51 (329)
– Deemed disposal gain of equity
method investment (Note 10) (3,613) ––––
– Dividends received from invested
enterprises (Note 9) (620) (970) – – –
– Interest income from loans to
employees and related parties
(Note 9) (658) (641) (162) (110) (110)
– Interest received from time
deposits (Note 9) (4,044) (3,208) – – (1,002)
– Fair value change of unlisted
equity investments (Note 10) 11,324 (1,758) 10,731 8,124 (1,985)
– Fair value change of wealth
management products (Note 10) 11,160 (236) (8,639) (1,471) (2,684)
– Loss on convertible redeemable
preferred shares
(Note 26) – 225,435 18,526 14,301 72,512
– Impairment of goodwill 9,92 7––––
208,169 291,657 49,486 39,947 78,645
APPENDIX I ACCOUNTANT’S REPORT
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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)
Changes in working capital:
– Decrease/(increase) in trade and
other receivables 51,217 (12,977) (93,094) (74,915) (41,795)
– Increase in prepayments (2,643) (13,508) (17,381) (7,731) 3,978
– Decrease/(increase) in inventories 187 (118) (58) 69 199
– Increase in contract acquisition
cost (50,197) (61,324) (23,724) (8,719) (12,473)
– Increase/(decrease) in trade and
other payables 178,206 178,325 93,252 (44,887) 19,070
– Increase in contract liabilities 200,851 318,349 350,419 158,415 152,608
377,621 408,747 309,414 22,232 121,587
Cash generated from operations 78,711 210,381 279,259 1,976 159,929
(b) Non-cash investing and financing activities
The major non-cash investing and financing transactions during the years ended 31 December 2022, 2023 and
2024 and the six months ended 30 June 2024 and 2025 mainly include (i) the additions of the right-of-use assets and
lease liabilities described in Note 16, (ii) transfer financial liabilities to convertible redeemable preferred shares
described in Note 26.
(c) Net debt reconciliation
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cash and cash equivalents 426,659 897,327 1,085,276 730,831
Lease liabilities (10,115) (29,221) (16,178) (13,186)
Financial liabilities to investors (1,200,717) – – –
Convertible redeemable preferred
shares – (3,127,901) (3,143,911) (2,675,272)
Net debt (784,173) (2,259,795) (2,074,813) (1,957,627)
Cash and
cash
equivalents
Lease
liabilities
Financial
liabilities to
investors
Convertible
redeemable
preferred
shares
Bank
borrowings Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Net debt as at
1 January 2022 534,593 (23,276) (1,097,571) – – (586,254)
Cash flows (108,556) 14,75 3––– (93,803)
Foreign exchange 62 2–––– 6 2 2
Interest expenses – (571) (103,146) – – (103,717)
Other non-cash movements – (1,021) – – – (1,021)
Net debt as at
31 December 2022 426,659 (10,115) (1,200,717) – – (784,173)
APPENDIX I ACCOUNTANT’S REPORT
– I-88 –


--- page 497 ---
Cash and
cash
equivalents
Lease
liabilities
Financial
liabilities to
investors
Convertible
redeemable
preferred
shares
Bank
borrowings Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Net debt as at
1 January 2023 426,659 (10,115) (1,200,717) – – (784,173)
Cash flows 470,700 11,969 – – 257 482,926
Foreign exchange (32) –––– (32)
Interest expenses – (1,031) (12,362) – (257) (13,650)
Other non-cash movements – (30,044) 1,213,079 (3,127,901) – (1,944,866)
Net debt as at
31 December 2023 897,327 (29,221) – (3,127,901) – (2,259,795)
Net debt as at
1 January 2024 897,327 (29,221) – (3,127,901) – (2,259,795)
Cash flows 188,743 12,18 4––– 200,927
Foreign exchange (794) –––– (794)
Interest expenses – (1,079) – – – (1,079)
Other non-cash movements – 1,938 – (16,010) – (14,072)
Net debt as at
31 December 2024 1,085,276 (16,178) – (3,143,911) – (2,074,813)
Net debt as at 1 January
2025 1,085,276 (16,178) – (3,143,911) – (2,074,813)
Cash flows (354,605) 3,841 – 543,292 – 192,528
Foreign exchange 16 0–––– 1 6 0
Interest expenses – (355) – – – (355)
Other non-cash movements – (494) – (74,653) – (75,147)
Net debt as at 30 June
2025 730,831 (13,186) – (2,675,272) – (1,957,627)
Net debt as at 1 January
2024 897,327 (29,221) – (3,127,901) – (2,259,795)
Cash flows 10,211 7,14 4––– 17,355
Foreign exchange 13 4–––– 1 3 4
Interest expenses – (631) – – – (631)
Other non-cash movements – (213) – (15,937) – (16,150)
Net debt as at 30 June
2024 (Unaudited) 907,672 (22,921) – (3,143,838) – (2,259,087)
APPENDIX I ACCOUNTANT’S REPORT
– I-89 –


--- page 498 ---
31 COMMITMENTS
(a) Capital commitments
No capital expenditure contracted for at 31 December 2022, 2023, 2024 and 30 June 2025, but not yet incurred.
(b) Lease commitments
The Group leases certain offices under non-cancellable lease arrangements with lease terms less than 1 year,
which can be exempted from IFRS 16. The Group’s future aggregate minimum lease payments for such short term
non-cancellable leases were 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 243 1,458 1,159 864
32 CONTINGENCIES
The Group did not have any material contingent liabilities as at 31 December 2022, 2023, 2024 and 30 June
2025.
33 RELATED PARTY TRANSACTIONS
Related parties are those parties that have the ability to control, jointly control or exert significant influence
over the other party in holding power over the investee; exposure or rights, to variable returns from its involvement
with the investee; and the ability to use its power over the investee to affect the amount of the investor’s returns.
Parties are also considered to be related if they are subject to common control or joint control. Related parties may
be individuals or other entities.
(a) The directors of the Company are of the view that the following parties/companies were related parties
that had transaction or balances with the Group during the year ended 31 December 2022, 2023, 2024
and the six months ended 2024 and 2025:
Name Relationships with the Group
Mr. Luo Haidong؇Shareholder
Mr. Wang Y u ˮຄ Director
Mr. Cen WenchuڋNon-controlling shareholder of
subsidiary
Zhejiang Luodige Enterprise Management Consulting Co., Ltd. Associate
Shenzhen Lingxing Associate
Zhejiang Quality Control Technology Management Co., Ltd. Associate
Wuxi Wuhe Cloud Network Technology Co., Ltd. Associate
Shenzhen Zexi Network Technology Co., Ltd.** Associate
Hangzhou Zhuidian Network Technology Co., Ltd. Investment with significant
influence
Dian Inc. Investment with significant
influence
Seller Motor Capital Holdings Limited Investment with significant
influence
Hangzhou Yike Information Technology Co., Ltd.
* Investment with significant
influence
Hangzhou Y oufan Information Technology Co., Ltd. Investment with significant
influence
Beijing Jishiyu Intelligent Technology Co., Ltd. Investment with significant
influence
Shanghai Mopu Network Technology Co., Ltd. Investment with significant
influence
* This investment was disposed in 2023.
** This investment was disposed in 2024.
APPENDIX I ACCOUNTANT’S REPORT
– I-90 –


--- page 499 ---
(b) Transactions with related parties
Operating activities
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 – Promotion service
fees
Hangzhou Y oufan Information
Technology Co., Ltd. 1,166 3,218 4,209 2,244 959
Dian Inc. 748 1,463 2,043 738 953
Zhejiang Quality Control
Technology Management
Co., Ltd. 482 369 528 222 216
Shenzhen Lingxing 356 339 480 141 205
Hangzhou Zhuidian Network
Technology Co., Ltd. 1,522 500 279 145 146
Wuxi Wuhe Cloud Network
Technology Co., Ltd – 345 214 164 89
Beijing Jishiyu Intelligent
Technology Co., Ltd. 41 41 16 4 3
Shenzhen Zexi Network
Technology Co., Ltd. 383 271 40 40 –
Shanghai Mopu Network
Technology Co., Ltd. 1 18–––
Hangzhou Yike Information
Technology Co., Ltd. 53–––
Seller Motor Capital Holdings
Limited 4––––
4,718 6,557 7,809 3,698 2,571
Marketing expenses
Zhejiang Luodige Enterprise
Management Consulting
Co., Ltd. 9 72–––
APPENDIX I ACCOUNTANT’S REPORT
– I-91 –


--- page 500 ---
The prices for the above service fees were determined in accordance with the terms mutually agreed by the
contract parties.
Non-operating activities
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)
Loans to related parties
Mr. Luo Haidong (i) 11,000 ––––
Mr. Wang Y u 3,000 ––––
Mr. Cen Wenchu 1,500 ––––
Dian Inc. – 1,000 – – –
15,500 1,000 – – –
Repayment from related parties
Mr. Cen Wenchu – – 1,578 1,578 –
Mr. Luo Haidong – 17,123 – – –
Mr. Wang Y u 3,000 ––––
Dian Inc. – 1,013 – – –
3,000 18,136 1,578 1,578 –
Interest income
Mr. Luo Haidong 428 31 7–––
Mr. Cen Wenchu 14 6 6–––
4 4 2 3 8 3–––
APPENDIX I ACCOUNTANT’S REPORT
– I-92 –


--- page 501 ---
(c) Y ear-end balances with related parties
(i) Trade balances with related parties
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables
Zhejiang Quality Control
Technology Management Co., Ltd. 210 113 156 81
Shenzhen Lingxing 60 101 156 117
Hangzhou Y oufan Information
Technology Co., Ltd. 442 1,918 1,131 538
Hangzhou Zhuidian Network
Technology Co., Ltd. 367 81 65 71
Dian Inc. 605 1,857 2,736 3,282
Beijing Jishiyu Intelligent
Technology Co., Ltd. 1 37–3
Shenzhen Zexi Network Technology
Co., Ltd. 27 60 – –
Wuxi Wuhe Cloud Network
Technology Co., Ltd – 58 – –
1,724 4,195 4,244 4,092
The above balances with related parties were mainly denominated in RMB. They were unsecure, trade in nature
and non-interest bearing.
(ii) Non-trade balances with related parties
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Other receivables
Mr. Luo Haidong (i) 16,80 5–––
Mr. Cen Wenchu (i) 1,514 1,578 – –
18,319 1,578 – –
(i) Other receivables due from related parties represented unsecured loans, with an interest rate 4.35% and
are generally repayable on demand. The loan to Mr. Luo Haidong was fully repaid in August 2023 and
the loan to Mr. Cen Wenchu was fully repaid in January 2024.
APPENDIX I ACCOUNTANT’S REPORT
– I-93 –


--- page 502 ---
(d) Key management compensation
Compensations for key management other than those for directors and as disclosed in Note 35 is set out below.
Y ear ended 31 December
Six months ended
30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Salaries and other short-term
employee benefits 4,887 13,043 6,120 1,528 2,590
Share-based payments for
employees 5,908 4,791 12,846 6,065 4,598
10,795 17,834 18,966 7,593 7,188
34 INVESTMENT IN SUBSIDIARIES
The Company
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Deemed investment arising from the
Reorganisation (i) – 5,034,100 5,034,100 5,034,100
Deemed investment arising from
share-based payment (ii) – 91,610 102,338 110,546
Investment in subsidiaries – 5,125,710 5,136,438 5,144,646
(i) During the Reorganisation, to reflect the onshore shareholding structure of Shanghai Jushuitan,
1,701,826 ordinary shares of the Company with fair value of approximately RMB2,479,571,000 (Note
27) were allotted and issued to 4 offshore ordinary shareholders, 1,800,745 redeemable and convertible
preferred shares of the Company with fair value of approximately RMB2,904,529,000, were issued to
Series Angel to Series C investors (Note 26).
(ii) The Company granted share options directly to employees of its subsidiaries within the Group, and the
Company did not charge subsidiaries for the transaction. In the consolidated financial statements, the
transaction was treated as an equity-settled share-based payment. While in the separate financial
statements of the Company, it was recorded as an increase in the investment in subsidiaries.
APPENDIX I ACCOUNTANT’S REPORT
– I-94 –


--- page 503 ---
35 BENEFITS AND INTERESTS OF DIRECTORS
(a) Directors’ emoluments
The remuneration of every director for the year ended 31 December 2022 is set out as below:
Name Fees Salaries
Housing
allowance and
contributions to
a retirement
benefit scheme
Share based
payment Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Directors
– Mr. Luo Haidong – 2,615 63 – 2,678
– Mr. Li Cansheng – 1,304 63 – 1,367
– Mr. He Xingjian – 2,477 63 – 2,540
– Mr. Wang Y u – 2,405 63 18 2,486
Non-executive Directors
– Mr. Wang Donghui – – – – –
– Mr. Chen Hongliang – – – – –
– Mr. Zhou Kui – – – – –
– 8,801 252 18 9,071
The remuneration of every director for the year ended 31 December 2023 is set out as below:
Name Fees Salaries
Housing
allowance and
contributions to
a retirement
benefit scheme
Share based
payment Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Directors
– Mr. Luo Haidong – 2,587 68 – 2,655
– Mr. Li Cansheng – 3,271 61 – 3,332
– Mr. He Xingjian – 3,336 68 – 3,404
– Mr. Wang Y u – 4,405 46 27 4,478
Non-executive Directors
– Mr. Wang Donghui – – – – –
– Mr. Chen Hongliang – – – – –
– Mr. Zhou Kui – – – – –
– 13,599 243 27 13,869
APPENDIX I ACCOUNTANT’S REPORT
– I-95 –


--- page 504 ---
The remuneration of every director for the year ended 31 December 2024 is set out as below:
Name Fees Salaries
Housing
allowance and
contributions to
a retirement
benefit scheme
Share based
payment Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Directors
– Mr. Luo Haidong – 2,629 71 – 2,700
– Mr. Li Cansheng – 2,572 – – 2,572
– Mr. He Xingjian – 3,347 12 – 3,359
– Mr. Wang Y u – 4,026 – – 4,026
Non-executive Directors
– Mr. Wang Donghui – – – – –
– Mr. Chen Hongliang – – – – –
– Mr. Zhou Kui – – – – –
– 12,574 83 – 12,657
The remuneration of every director for the six months ended 30 June 2025 is set out as below:
Name Fees Salaries
Housing
allowance and
contributions to
a retirement
benefit scheme
Share based
payment Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Directors
– Mr. Luo Haidong – 1,172 35 – 1,207
– Mr. Li Cansheng – 1,462 – – 1,462
– Mr. He Xingjian – 1,409 – – 1,409
– Mr. Wang Y u – 1,059 – – 1,059
Non-executive Directors
– Mr. Wang Donghui – – – – –
– Mr. Chen Hongliang – – – – –
– Mr. Zhou Kui – – – – –
– 5,102 35 – 5,137
APPENDIX I ACCOUNTANT’S REPORT
– I-96 –


--- page 505 ---
The remuneration of every director for the six months ended 30 June 2024 is set out as below:
Name Fees Salaries
Housing
allowance and
contributions to
a retirement
benefit scheme
Share based
payment Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Directors
– Mr. Luo Haidong – 833 35 – 868
– Mr. Li Cansheng – 397 – – 397
– Mr. He Xingjian – 845 12 – 857
– Mr. Wang Y u – 1,419 – – 1,419
Non-executive Directors
– Mr. Wang Donghui – – – – –
– Mr. Chen Hongliang – – – – –
– Mr. Zhou Kui – – – – –
– 3,494 47 – 3,541
(b) Directors’ retirement and termination benefits
No retirement or termination benefits have been paid to the Company’s directors for the years ended 31
December 2022, 2023, 2024 and the six months ended 30 June 2024 and 2025.
(c) Consideration provided to third parties for making available directors’ services
No consideration provided to third parties for making available directors’ services subsisted at the end of the
year or at any time for the years ended 31 December 2022, 2023, 2024 and the six months ended 30 June 2024 and
2025.
(d) Information about loans, quasi-loans and other dealings in favor of directors, controlled bodies
corporate by and connected entities with such directors
The information about loans entered into by the company or subsidiary undertaking of the company, where
applicable, in favour of directors is as follows:
Name of director
Total amount
payable
Outstanding
amounts at
the beginning
of the year
Outstanding
amounts at
the end of
the year
Maximum
outstandings
during
the year
Amounts
fallen due
but not been
paid
Provisions for
doubtful/bad
debts made Term
Interest
rate Security
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 31 December 2022
Mr. Luo Haidong 16,805 5,377 16,805 16,805 – – On demand 4.35% Nil
Mr. Wang Y u – – – 3,000 – – On demand – Nil
At 31 December 2023
Mr. Luo Haidong – 16,805 – 17,099 – – On demand 4.35% Nil
(e) Directors’ material interests in transactions, arrangements or contract
No significant transactions, arrangements and contracts in relation to the Company’s business to which the
Company was a party and in which a director of the Company had a material interest, whether directly or indirectly,
subsisted for the years ended 31 December 2022, 2023, 2024 and the six months ended 30 June 2024 and 2025.
APPENDIX I ACCOUNTANT’S REPORT
– I-97 –


--- page 506 ---
36 EVENTS AFTER THE BALANCE SHEET DATE
There are no other material subsequent event undertaken by the Company or by the Group after 30 June 2025.
III SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company or any of the
companies now comprising the Group in respect of any period subsequent to 30 June 2025. No
dividend or distribution has been declared or made by the Company or any of the companies
now comprising the Group in respect of any period subsequent to 30 June 2025.
APPENDIX I ACCOUNTANT’S REPORT
– I-98 –


--- page 507 ---
The information set out in this Appendix does not form part of the Accountant’ s Report
from PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, the reporting
accountant of the Company, as set out in Appendix I to this Prospectus, and is included herein
for illustrative purposes only.
The unaudited pro forma financial information should be read in conjunction with the
section headed “Financial Information” in this Prospectus and the Accountant’ s Report set out
in Appendix I to this Prospectus.
UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET
TANGIBLE ASSETS
The following unaudited pro forma statement of adjusted consolidated net tangible assets
prepared in accordance with Rule 4.29 of the Listing Rules are set out below for the purpose
of illustrating the effect of the Global Offering on the consolidated net tangible assets of the
Group attributable to owners 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 has been
prepared for illustrative purposes only and because of its hypothetical nature, it may not give
a true picture of the consolidated net tangible assets of the Group attributable to owners of the
Company as at 30 June 2025 or at any future dates following the completion of the Global
Offering. The unaudited pro forma statement of adjusted consolidated net tangible assets of the
Group is based on the consolidated net tangible liabilities of the Group attributable to the
owners of the Company as at 30 June 2025 as set out in the Accountant’s Report of the
Company, the text of which is set out in Appendix I to this prospectus, and adjusted as
described below.
Audited
consolidated net
tangible liabilities
of the Group
attributable to
owners of the
Company as at
30 June 2025
Estimated net
proceeds from the
Global Offering
Estimated impact
on the conversion
of convertible
redeemable
preferred shares
into ordinary
shares upon the
completion of
Global Offering
Unaudited pro
forma adjusted
consolidated net
tangible assets
attributable to
owners of the
Company as at
30 June 2025
Unaudited pro forma
adjusted consolidated
net tangible assets
per Share
Note (1) Note (2) Note (3) Note (4) Note (5)
RMB’000 RMB’000 RMB’000 RMB’000 RMB HK$
Based on the
Offer Price of
HK$30.60 per
Share (3,679,710) 1,809,211 2,675,272 804,773 1.89 2.07
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 508 ---
Notes:
(1) The audited consolidated net tangible liabilities of the Group attributable to the owners of the Company
as at 30 June 2025 is extracted from the Accountant’s Report set out in Appendix I to this prospectus,
which is based on the audited consolidated deficits in equity of the Group attributable to owners of the
Company as at 30 June 2025 of RMB3,676,537,000 with an adjustment for intangible assets as at 30
June 2025 of RMB3,173,000.
(2) The estimated net proceeds from the Global Offering are based on the indicative Offer Price of
HKD30.60 per share, after deduction of the underwriting fees and other related expenses paid/payable
by the Company (excluding listing expenses which have been charged to the profit or loss during the
Track Record Period) and takes no account of any Shares which may fall to be issued upon the exercise
of the Offer Size Adjustment Option and the Over-allotment Option or any Shares which may be granted
and issued or repurchased by the Company pursuant to the General Mandate and the Repurchase
Mandate.
(3) Upon Listing and completion of the Global Offering, all the convertible redeemable preferred shares
will be automatically converted into ordinary shares pursuant to the respective share subscription
agreements. Accordingly, for the purpose of the unaudited pro forma net tangible assets, the unaudited
pro forma adjusted net tangible assets attributable to owners of the Company will be increased by
RMB2,675,272,000, being the carrying amount of the convertible redeemable preferred shares as at 30
June 2025.
(4) The unaudited pro forma net tangible assets per Share is arrived at after the adjustments referred to in
the preceding paragraphs and on the basis that 426,038,600 Shares were in issue assuming that the
Global Offering and the Capitalisation Issue have been completed on 30 June 2025 but takes no account
of any Shares which may fall to be issued upon the exercise of the Offer Size Adjustment Option and
the Over-allotment Option or any Shares which may be granted and issued or repurchased by the
Company pursuant to the General Mandate and the Repurchase Mandate.
(5) For the purpose of preparing this unaudited pro forma statement of adjusted net tangible assets, the
amounts stated in Renminbi are converted into Hong Kong dollars at the rate of HKD1.00 to
RMB0.91298. No representation is made that Renminbi has been, could have been or may be converted
to Hong Kong dollars, or vice versa, at that rate.
(6) Except as disclosed above, no adjustment has been made to reflect any trading results or other
transactions of the Group entered into subsequent to 30 June 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 509 ---
The following is the text of a report received from PricewaterhouseCoopers, Certified
Public Accountants, Hong Kong, for the purpose of incorporation in this prospectus.
INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
To the Directors of JST Group Corporation Limited
We have completed our assurance engagement to report on the compilation of unaudited
pro forma financial information of JST Group Corporation Limited (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 consolidated net tangible assets of the Group as at
30 June 2025 and related notes (the “Unaudited Pro Forma Financial Information”) as set out
on pages II-1 to II-2 of the Company’s prospectus dated October 13, 2025, in connection with
the proposed initial public offering of the shares of the Company (the “Prospectus”). The
applicable criteria on the basis of which the Directors have compiled the Unaudited Pro Forma
Financial Information are described on pages II-1 to II-2 of the Prospectus.
The Unaudited Pro Forma Financial Information has been compiled by the Directors to
illustrate the impact of the proposed initial public offering on the Group’s financial position as
at 30 June 2025 as if the proposed initial public offering had taken place at 30 June 2025. As
part of this process, information about the Group’s financial position has been extracted by the
Directors from the Group’s financial information for the period ended 30 June 2025, on which
an accountant’s report has been published.
Directors’ Responsibility for the Unaudited Pro Forma Financial Information
The Directors are responsible for compiling the Unaudited Pro Forma Financial
Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to
Accounting Guideline 7, Preparation of Pro Forma Financial Information for Inclusion in
Investment Circulars, (“AG 7”) issued by the Hong Kong Institute of Certified Public
Accountants (“HKICPA”).
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 510 ---
Our Independence and Quality Management
We have complied with the independence and other ethical requirements of the Code of
Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental
principles of integrity, objectivity, professional competence and due care, confidentiality and
professional behaviour.
Our firm applies Hong Kong Standard on Quality Management (HKSQM) 1, Quality
Management for Firms that Perform Audits or Reviews of Financial Statements, or Other
Assurance or Related Services Engagements , issued by the HKICPA, which requires the firm
to design, implement and operate a system of quality management including policies or
procedures regarding compliance with ethical requirements, professional standards and
applicable legal and regulatory requirements.
Reporting Accountant’s Responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the
Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to
you. We do not accept any responsibility for any reports previously given by us on any
financial information used in the compilation of the Unaudited Pro Forma Financial
Information beyond that owed to those to whom those reports were addressed by us at the dates
of their issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3420, Assurance Engagements to Report on the Compilation of Pro Forma
Financial Information Included in a Prospectus , issued by the HKICPA. This standard requires
that the reporting accountant plans and performs procedures to obtain reasonable assurance
about whether the Directors have compiled the Unaudited Pro Forma Financial Information in
accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the
HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any
reports or opinions on any historical financial information used in compiling the Unaudited Pro
Forma Financial Information, nor have we, in the course of this engagement, performed an
audit or review of the financial information used in compiling the Unaudited Pro Forma
Financial Information.
The purpose of unaudited pro forma financial information included in a prospectus is
solely to illustrate the impact of a significant event or transaction on unadjusted financial
information of the entity as if the event had occurred or the transaction had been undertaken
at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any
assurance that the actual outcome of the proposed initial public offering at 30 June 2025 would
have been as presented.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


--- page 511 ---
A reasonable assurance engagement to report on whether the unaudited pro forma
financial information has been properly compiled on the basis of the applicable criteria
involves performing procedures to assess whether the applicable criteria used by the directors
in the compilation of the unaudited pro forma financial information provide a reasonable basis
for presenting the significant effects directly attributable to the event or transaction, and to
obtain sufficient appropriate evidence about whether:
 The related pro forma adjustments give appropriate effect to those criteria; and
 The unaudited pro forma financial information reflects the proper application of
those adjustments to the unadjusted financial information.
The procedures selected depend on the reporting accountant’s judgment, having regard to
the reporting accountant’s understanding of the nature of the company, the event or transaction
in respect of which the unaudited pro forma financial information has been compiled, and other
relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the unaudited pro
forma financial information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Our work has not been carried out in accordance with auditing standards or other
standards and practices generally accepted in the United States of America or auditing
standards of the Public Company Accounting Oversight Board (United States) or standards and
practices of any professional body in any other overseas jurisdiction and accordingly should
not be relied upon as if it had been carried out in accordance with those standards and practices.
Opinion
In our opinion:
(a) the Unaudited Pro Forma Financial Information has been properly compiled by the
Directors on the basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma
Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing
Rules.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong, October 13, 2025
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-5 –


--- page 512 ---
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 2 August 2021 under the 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 Companies Act or any other law of
the Cayman Islands.
2. ARTICLES OF ASSOCIATION
The Articles were conditionally adopted on October 5, 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 (whether physically or by virtual attendance
with the use of technology) 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 authorised
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 (whether
physically or by virtual attendance with the use of technology), 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 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 recognised 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 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 recognise 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 recognise 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 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 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 authorised by ordinary resolution and that any such purchase
shall only be made in accordance with the relevant code, rules or regulations issued from
time to time by the Stock Exchange and/or the Securities and Futures Commission of
Hong Kong from time to time in force.
(g) Power of any Subsidiary of 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 authorising 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 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 Companies Act and the Memorandum and Articles,
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 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 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 realised by or arising in connection with any
such contract or transaction by reason of such Director or alternate Director holding such
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office or of the fiduciary relationship established by it, provided that the nature of interest
of any Director or alternate Director in any such contract or transaction shall be disclosed
by such Director or alternate Director at or prior to the consideration and vote thereon.
A Director shall not vote on (or be counted in the quorum in relation to) any
resolution of the Board in respect of any contract or arrangement or other proposal in
which he or any of his close associate(s) has a material interest, and if he shall do so his
vote shall not be counted and he shall not be counted in the quorum for such resolution.
This prohibition shall not apply to any of the following matters:
(i) the giving of any security or indemnity to the Director or his close associate(s)
in respect of money lent or obligations incurred or undertaken by him or any
of them at the request of or for the benefit of 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.
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2.3 Proceedings of the Board
The Board may meet anywhere in the world for the despatch of business and may adjourn
and otherwise regulate its meetings as it thinks fit. Unless otherwise determined, two Directors
shall be a quorum. Questions arising at any meeting shall be determined by a majority of votes.
In the case of an equality of votes, the chairman of the meeting shall have a second or casting
vote.
2.4 Alterations to the Constitutional Documents and 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 (whether physically or by virtual
attendance with the use of technology), or by proxy or, in the case of any members which
is a corporation, by its duly authorised 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 (whether
physically or by virtual attendance with the use of technology), or by proxy or, in the case
of any member which is a corporation, by its duly authorised 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.
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(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 (whether physically or by virtual attendance with the use of
technology), or, in the case of a member being a corporation, by its duly authorised
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 (whether physically or by virtual attendance with
the use of technology), or, in the case of a member being a corporation, by its duly
authorised representative or by proxy shall have one vote. For the avoidance of doubt,
votes may be cast by members by electronic means, if such means are provided.
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.
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 (whether physically or by virtual attendance with the use of
technology).
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, authorise
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 authorised 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 recognised clearing house or its nominee(s) is a member of the Company, it may
appoint proxies or authorise 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 authorised, the authorisation shall specify the number and
class of Shares in respect of which each such person is so authorised. A person so
authorised shall be entitled to exercise the same rights and powers on behalf of the
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recognised 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 (whether physically or by virtual attendance with the use of
technology).
All members of the Company (including a member which is a recognised 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 (whether physically or by virtual attendance with the use
of technology), 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.
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.
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(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 and
details for members to attend the meeting virtually with the use of technology (if
applicable).
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.
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.
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Where a general meeting is postponed:
(A) the Company shall endeavour to cause a notice of such postponement, which
shall set out the reason for the postponement in accordance with the Listing
Rules, to be placed on the Company’s website and published on the Stock
Exchange’s website as soon as practicable, provided that failure to place or
publish such notice shall not affect the automatic postponement of a general
meeting due to a gale warning, a black rainstorm warning or extreme
conditions being in force on the day of the general meeting;
(B) the Board shall determine the date, time, place and details for members to
attend virtually with the use of technology 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, details for members to attend such postponed meeting
virtually with the use of technology (if applicable) and the date and time by
which proxies shall be submitted in order to be valid at such reconvened
meeting (provided that any proxy submitted for the original meeting shall
continue to be valid for the reconvened meeting unless revoked or replaced by
a new proxy); and
(C) only the business set out in the notice of the original meeting shall be
considered at the reconvened meeting, and notice given for the reconvened
meeting does not need to specify the business to be considered at the
reconvened meeting, nor shall any accompanying documents be 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.
The quorum for a general meeting shall be two members present in person (whether
physically or by virtual attendance with the use of technology), or in the case of a member
being a corporation, by its duly authorised 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.
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(f) Proxies
Any member of the Company (including a member which is a recognised 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 (whether physically or by virtual attendance with the use of technology) 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 authorised 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 authorised 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
authorised representative. The appointor should be allowed to send the instrument
appointing a proxy by electronic means.
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 sent by electronic means (if such means are
provided) or 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 favour 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 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 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 Companies Act or ordered by a
court of competent jurisdiction or as authorised 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.
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2.7 Dividends and other Methods of Distribution
Subject to the 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
authorise 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 realised or
unrealised profits of the Company, out of the share premium account or as otherwise permitted
by law.
The Board may from time to time pay to the members of 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.
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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.
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 summarised in paragraph 3.6 below.
2.10 Procedures on Liquidation
Subject to the Companies Act, the members of the Company may by special resolution
resolve to wind up the Company voluntarily or by the court.
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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.
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 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 2
August 2021 subject to the 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 authorised share capital.
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3.2 Share Capital
Under the 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;
(c) any manner provided in section 37 of the 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 authorised 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.
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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 authorised 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 authorised 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 authorise the manner and terms of such purchase.
A company may not redeem or purchase its shares unless they are fully paid. Furthermore, a
company may not redeem or purchase any of its shares if, as a result of the redemption or
purchase, there would no longer be any issued shares of the company other than shares held
as treasury shares. In addition, a payment out of capital by a company for the redemption or
purchase of its own shares is not lawful unless, immediately following the date on which the
payment is proposed to be made, the company shall be able to pay its debts as they fall due
in the ordinary course of business.
Shares that have been purchased or redeemed by a company or surrendered to the
company shall not be treated as cancelled but shall be classified as treasury shares if held in
compliance with the requirements of section 37A(1) of the Companies Act. Any such shares
shall continue to be classified as treasury shares until such shares are either cancelled or
transferred pursuant to the 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 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.
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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.
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.
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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.
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.
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3.15 Register of Directors and Officers
Pursuant to the 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.
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
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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 authorised 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.
3.17 Mergers and Consolidations
The Companies Act permits mergers and consolidations between Cayman Islands
companies and between Cayman Islands companies and non-Cayman Islands companies. For
these purposes, (a) “merger” means the merging of two or more constituent companies and the
vesting of their undertaking, property and liabilities in one of such companies as the surviving
company, and (b) “consolidation” means the combination of two or more constituent
companies into a consolidated company and the vesting of the undertaking, property and
liabilities of such companies to the consolidated company. In order to effect such a merger or
consolidation, the directors of each constituent company must approve a written plan of merger
or consolidation, which must then be authorised by (a) a special resolution of each constituent
company and (b) such other authorisation, 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
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consolidation is permitted or not prohibited by the constitutional documents of the foreign
company and by the laws of the jurisdiction in which the foreign company is incorporated, and
that those laws and any requirements of those constitutional documents have been or will be
complied with; (ii) that no petition or other similar proceeding has been filed and remains
outstanding or order made or resolution adopted to wind up or liquidate the foreign company
in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has
been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs
or its property or any part thereof; and (iv) that no scheme, order, compromise or other similar
arrangement has been entered into or made in any jurisdiction whereby the rights of creditors
of the foreign company are and continue to be suspended or restricted.
Where the surviving company is the Cayman Islands exempted company, the directors of
the Cayman Islands exempted company are further required to make a declaration to the effect
that, having made due enquiry, they are of the opinion that the requirements set out below have
been met: (i) that the foreign company is able to pay its debts as they fall due and that the
merger or consolidated is bona fide and not intended to defraud unsecured creditors of the
foreign company; (ii) that in respect of the transfer of any security interest granted by the
foreign company to the surviving or consolidated company (a) consent or approval to the
transfer has been obtained, released or waived; (b) the transfer is permitted by and has been
approved in accordance with the constitutional documents of the foreign company; and (c) the
laws of the jurisdiction of the foreign company with respect to the transfer have been or will
be complied with; (iii) that the foreign company will, upon the merger or consolidation
becoming effective, cease to be incorporated, registered or exist under the laws of the relevant
foreign jurisdiction; and (iv) that there is no other reason why it would be against the public
interest to permit the merger or consolidation.
3.19 Reconstructions and Amalgamations
Reconstructions and amalgamations may be approved by (i) 75% in value of the members
or class of members or (ii) a majority in number representing 75% in value of the creditors or
class of creditors, in each case depending on the circumstances, as are present at a meeting
called for such purpose and thereafter sanctioned by the Grand Court of the Cayman Islands.
Whilst a dissenting member has the right to express to the court his view that the transaction
for which approval is being sought would not provide the members 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 Companies Act or that would amount to a “fraud
on the minority”.
APPENDIX III SUMMARY OF THE CONSTITUTION OF THE
COMPANY AND CAYMAN ISLANDS COMPANY LA W
– III-26 –


--- page 538 ---
If the transaction is approved, no dissenting member would have any rights comparable
to the appraisal rights (namely the right to receive payment in cash for the judicially
determined value of his shares), which may be available to dissenting members of corporations
in other jurisdictions.
3.20 Takeovers
Where an offer is made by a company for the shares of another company and, within four
months of the offer, the holders of not less than 90% of the shares which are the subject of the
offer accept, the offeror may, at any time within two months after the expiration of that
four-month period, by notice require the dissenting members to transfer their shares on the
terms of the offer. A dissenting member may apply to the Cayman Islands courts within one
month of the notice objecting to the transfer. The burden is on the dissenting member to show
that the court should exercise its discretion, which it will be unlikely to do unless there is
evidence of fraud or bad faith or collusion as between the offeror and the holders of the shares
who have accepted the offer as a means of unfairly forcing out minority members.
3.21 Indemnification
The Cayman Islands laws do not limit the extent to which a company’s articles of
association may provide for indemnification of officers and directors, save to the extent any
such provision may be held by the court to be contrary to public policy, for example, where a
provision purports to provide indemnification against the consequences of committing a crime.
3.22 Economic Substance
The Cayman Islands enacted the International Tax Co-operation (Economic Substance)
Act (2024 Revision) together with the Guidance Notes published by the Cayman Islands Tax
Information Authority from time to time. If a company is considered to be a “relevant entity”
and is conducting one or more of the nine “relevant activities”, then such company will be
required to comply with the economic substance requirements in relation to the relevant
activity from 1 July 2019. Any company, 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 summarising the aspects of the Companies Act set out
in section 3 above. This letter, together with copies of the Companies Act, the Memorandum
and the Articles, is on display on the websites of the Stock Exchange and the Company as
referred to in the paragraph headed “Documents on display” in Appendix V . Any person
wishing to have a detailed summary of the 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 THE
COMPANY AND CAYMAN ISLANDS COMPANY LA W
– III-27 –


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A. FURTHER INFORMATION ABOUT OUR GROUP
1. Incorporation of Our Company
Our Company was incorporated in the Cayman Islands under the Companies Act as an
exempted company with limited liability on August 2, 2021. Our registered office is at Palm
Grove Unit 4, 265 Smith Road, George Town, P .O. Box 52A Edgewater Way, #1653, Grand
Cayman KY1-9006, Cayman Islands. Accordingly, our Company’s corporate structure and
Articles of Association are subject to the relevant laws of the Cayman Islands. A summary of
our Articles of Association is set out in the section headed “Summary of the Constitution of our
Company” in Appendix III.
Our principal place of business in Hong Kong is Room 1917, 19/F, Lee Garden One,
33 Hysan Avenue, Causeway Bay, Hong Kong. We have been registered as a non-Hong Kong
company under Part 16 of the Companies Ordinance with the Registrar of Companies in Hong
Kong on June 16, 2023. Ms. Chan Sau Ling (ޛat Room 1917, 19/F, Lee Garden One,
33 Hysan Avenue, Causeway Bay, Hong Kong has been appointed as the authorized
representative of our Company for the acceptance of service of process in Hong Kong.
Our Company’s headquarters are located at 6/F, Building T4, Hongqiaohui, No. 990
Shenchang Road, Shanghai, PRC.
2. Changes in the Share Capital of Our Company
Save as disclosed in the section headed “History, Reorganization and Corporate
Structure” of this Prospectus, there has been no alteration in the share capital of our Company
during the two years immediately preceding the date of this Prospectus.
3. Changes in the Share Capital of Our Subsidiaries and Operating Entities
Our subsidiaries during the Track Record Period are referred to in the Accountant’s
Report set out in Appendix I to this Prospectus.
On October 25, 2024, the registered capital of Shanghai Jushuitan was increased from
RMB3,814,351 to RMB606,481,809.
On February 12, 2025, the registered capital of Shanghai Jushuitan was decreased from
RMB606,481,809 to RMB10,736,712.
Save as disclosed above, there have been no alterations in the share or registered capital
of our subsidiaries and operating entities within the two years immediately preceding the date
of this Prospectus.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 1–


--- page 540 ---
4. Resolutions of our Shareholders
Written resolutions of our Shareholders were passed on October 5, 2025, pursuant to
which, among others:
(a) the Memorandum and Articles of Association were approved and adopted
conditional upon Listing;
(b) conditional upon all the conditions set out in “Structure of the Global Offering –
Conditions of the Global Offering” being fulfilled:
(i) all Preferred Shares will be converted into Shares on a one-to-one basis by way
of re-designation and re-classification;
(ii) the authorised share capital of the Company be increased from US$50,000
divided into 500,000,000 Shares of US$0.0001 par value each to US$100,000
divided into 1,000,000,000 Shares of US$0.0001 par value each;
(iii) the Capitalization Issue, the Global Offering, the Offer Size Adjustment Option
and the Over-allotment Option were approved and the Board (or any committee
thereof established by the Board pursuant to the Articles of Association) was
authorized to make or effect such modifications as it thinks fit;
(iv) the Board (or any committee thereof established by the Board pursuant to the
Articles of Association) was authorized to allot, issue and approve the transfer
of such number of Shares in connection with the Global Offering; and
(v) the Board (or any committee thereof established by the Board pursuant to the
Articles of Association) was authorized to agree to the price per Offer Share
with the Joint Bookrunners.
(c) a general unconditional mandate was given to our Directors to exercise all the
powers of our Company to allot, issue and deal with Shares (including the sale
and/or transfer of treasury shares), and to make or grant offers or agreements or
options (including any warrants, bonds, notes and debentures conferring any rights
to subscribe for or otherwise receive Shares) which might require Shares to be
allotted, issued, transferred or dealt with, otherwise than pursuant to the
Capitalization Issue and the Global Offering or pursuant to a right issue or pursuant
to the exercise of any subscription rights attaching to any warrants or any option
scheme or similar arrangement which may be allotted and issued by our Company
from time to time on a specific authority granted by the Shareholders in general
meeting or, pursuant to the allotment and issue of Shares in lieu of the whole or part
of a dividend on Shares in accordance with the Articles of Association, Shares not
exceed 20% of the number of the Shares in issue (excluding treasury shares)
immediately following completion of the Capitalization Issue and the Global
Offering, such mandate to remain in effect until the conclusion of the next annual
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 2–


--- page 541 ---
general meeting of our Company, or the expiration of the period within which the
next annual general meeting of our Company is required to be held by the Articles
of Association or any applicable laws, or until revoked or varied by an ordinary
resolution of Shareholders in general meeting, whichever is the earliest;
(d) a general unconditional mandate was given to the Directors authorizing them to
exercise all the powers of our Company to repurchase our own Shares on the Stock
Exchange or on any other approved 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 will represent up to 10% of the number of
the Shares in issue (excluding treasury shares) immediately following the
completion of the Capitalization Issue and the Global Offering, such mandate to
remain in effect until the conclusion of the next annual general meeting of our
Company, or the expiration of the period within which the next annual general
meeting of our Company is required to be held by the Articles of Association or any
applicable laws, or until revoked or varied by an ordinary resolution of Shareholders
in general meeting, whichever occurs first; and
(e) the general mandate mentioned in paragraph (d) above be extended by the addition
to the number of the Shares which may be allotted, or agreed conditionally or
unconditionally to be allotted and issued by our Directors pursuant to such general
mandate of an amount representing the number of Shares repurchased by our
Company pursuant to the mandate to repurchase shares referred to in paragraph (e)
above.
5. Reorganization
The companies comprising our Group underwent the Reorganization in preparation for
the listing of our Shares on the Stock Exchange. See the section headed “History,
Reorganization and Corporate Structure – Reorganization” in this Prospectus for information
relating to the Reorganization.
6. Repurchases of Our Own Securities
(a) Provisions of the Listing Rules
The Listing Rules permit companies with a primary listing on the Stock Exchange to
repurchase their own securities on the Stock Exchange subject to certain restrictions, the more
important of which are summarized below:
(i) Shareholders’ approval
All proposed repurchases of Shares (which must be fully paid up) 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.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 3–


--- page 542 ---
Pursuant to a written Shareholder’s resolution of our Company dated October 5,
2025, a general unconditional mandate (the “ Repurchase Mandate ”) was given to the
Directors authorizing any repurchase by our Company of Shares on the Stock Exchange
or on any other stock exchange on which the securities may be listed and which is
recognized by the SFC and the Stock Exchange for this purpose, of not more than 10%
of the number of Shares in issue (excluding treasury shares) immediately following the
completion of the Capitalization Issue and the Global Offering but excluding any Shares
which may be issued pursuant to the exercise of the Offer Size Adjustment Option and the
Over-allotment Option until the conclusion of our next annual general meeting, or the
date by which our next annual general meeting is required by the Articles of Association
or any applicable law to be held, or the passing of an ordinary resolution by the
Shareholders revoking or varying the authority given to the Directors, whichever occurs
first.
(ii) Source of funds
Repurchases must be funded out of funds legally available for the purpose in
accordance with our Articles of Association and the applicable laws of Hong Kong. A
listed company may not repurchase its own securities on the Stock Exchange for a
consideration other than cash or for settlement otherwise than in accordance with the
trading rules of the Stock Exchange.
(iii) Trading restrictions
The total number of Shares which our Company may repurchase is up to 10% of the
total number of our Shares in issue (excluding treasury shares) immediately after the
completion of the Capitalization Issue and the Global Offering (but not taking into
account any Shares which may be issued pursuant to the exercise of the Offer Size
Adjustment Option and the Over-allotment Option). Our Company may not issue or
announce a proposed issue of Shares or a sale or transfer of any treasury shares for a
period of 30 days immediately following a repurchase of Shares without the prior
approval of the Stock Exchange. Our Company is also prohibited from repurchasing
Shares on the Stock Exchange if the repurchase would result in the number of listed
Shares which are in the hands of the public falling below the relevant prescribed
minimum percentage as required by the Stock Exchange. Our Company is required to
procure that the broker appointed by our Company to effect a repurchase of Shares
discloses to the Stock Exchange such information with respect to the repurchase as the
Stock Exchange may require. As required by the prevailing requirements of the Listing
Rules, an issuer shall not purchase 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
–I V - 4–


--- page 543 ---
(iv) Status of repurchased Shares
All repurchased Shares (whether effected on the Stock Exchange or otherwise) will
be automatically delisted and the certificates for those Shares must be cancelled and
destroyed unless such repurchased Shares are to be held by our Company as treasury
shares as approved by the Directors. Under the laws of the Cayman Islands, unless the
Directors of the Company resolve to hold the Shares repurchased by the Company as
treasury shares prior to the purchase, 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 authorised share capital under Cayman law.
In the future, the Company will publish announcements (including, with limitation,
any relevant next day disclosure return) which shall identify, amongst others, the number
of repurchased Shares that are to be held in treasury or cancelled upon settlement of such
repurchase, and where applicable, the reasons for any deviation from the intention
statement previously disclosed. The listing of all Shares which are held as treasury shares
shall be retained. The Company shall ensure that treasury shares are appropriately
identified and segregated.
For any treasury shares of the Company deposited with CCASS pending resale on
the Stock Exchange, the Company will ensure that it does not exercise any shareholders’
rights or receive any entitlements which would otherwise be suspended under the relevant
laws if those Shares were registered in the Company’s own name as treasury shares by,
upon approval by the Board, implementing the below measures, which include but are not
limited to:
(i) procuring its broker not to give any instructions to HKSCC to vote at general
meetings for the treasury shares deposited with CCASS; and
(ii) in the case of dividends or distributions (if any and where applicable),
withdrawing the treasury shares from CCASS, and either re-registering them in
their own name as treasury shares or cancel them, in each case before the
relevant record date for the dividends or distributions.
(v) Suspension of repurchase
Pursuant to the Listing Rules, our Company may not make any repurchases of
Shares after inside information has come to its knowledge until the information is made
publicly available. In particular, under the requirements of the Listing Rules in force as
of the date hereof, during the period of one month immediately preceding the earlier of:
(i) the date of the Board meeting (as such date is first notified to the Stock
Exchange in accordance with the Listing Rules) for the approval of our
Company’s results for any year, half year, quarterly or any other interim period
(whether or not required under the Listing Rules); and
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 5–


--- page 544 ---
(ii) the deadline for our Company to publish an announcement of our Company’s
results for any year or half-year under the Listing Rules, or quarterly or any
other interim period (whether or not required under the Listing Rules), and in
each case ending on the date of the results announcement, our Company may
not repurchase Shares on the Stock Exchange unless the circumstances are
exceptional.
(vi) Procedural and reporting requirements
As required by the Listing Rules, repurchases of Shares 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 Stock Exchange business day following any day on which our Company may make
a purchase of Shares. The report must state the total number of Shares purchased the
previous day, the purchase price per Share or the highest and lowest prices paid for such
purchases, and whether the purchased Shares are cancelled following the settlement of
any such purchase or held as treasury shares, and where applicable, the reasons for any
deviation from the intention statement previously disclosed by the Company. In addition,
our Company’s annual report is required to disclose details regarding repurchases of
Shares made during the year, including a monthly analysis of the number of shares
repurchased, the purchase price per Share or the highest and lowest price paid for all such
purchases, where relevant, and the aggregate prices paid.
(vii) Connected parties
A company is prohibited from knowingly repurchasing securities on the Stock
Exchange from a core connected person (as defined in the Listing Rules) and a core
connected person shall not knowingly sell its securities to the company on the Stock
Exchange.
(b) Reasons for repurchases
The Directors believe that it is in the best interests of our Company and Shareholders for
the Directors to have general authority from the Shareholders to enable the Directors to
repurchase Shares in the market. Such repurchases may, depending on market conditions and
funding arrangements at the time, lead to an enhancement of the net asset value per Share
and/or earnings per Share and will only be made where the Directors believe that such
repurchases will benefit our Company and our Shareholders.
(c) Funding of repurchases
In repurchasing securities, our Company may only apply funds legally available for such
purpose in accordance with the Articles of Association, the Listing Rules and the applicable
laws and regulations of Hong Kong.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 6–


--- page 545 ---
On the basis of the current financial position as disclosed in this Prospectus and taking
into account the current working capital position, the Directors consider that, if the Repurchase
Mandate were to be exercised in full, it might have a material adverse effect on the working
capital and/or the gearing position of our Company as compared with the position disclosed in
this Prospectus. The Directors, however, 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 or the gearing levels of our Company which in the opinion of the Directors
are from time to time appropriate for our Company.
The exercise in full of the Repurchase Mandate, on the basis of 426,038,600 Shares in
issue immediately following the completion of the Capitalization Issue and the Global Offering
(but not taking into account any Shares which may be issued pursuant to the exercise of the
Offer Size Adjustment Option and the Over-allotment Option), could accordingly result in
42,603,860 Shares being repurchased by our Company during the period prior to the earliest
occurrence of (1) the conclusion of the next annual general meeting of our Company; (2) the
expiration of the period within which the next annual general meeting of our Company is
required by the Articles of Association or any applicable laws of Hong Kong to be held; or (3)
the revocation or variation of the repurchase mandate by an ordinary resolution of the
Shareholders in general meeting (the “ Relevant Period ”).
(d) General
None of the Directors or, to the best of their knowledge having made all reasonable
enquiries, any of their close associates currently intends to sell any Shares to our Company.
The 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 and regulations of Hong Kong. Our Company have not repurchased any
Shares since our incorporation.
If, as a result of any repurchase of Shares, a Shareholder’s proportionate interest in the
voting rights of our Company is increased, such increase will be treated as an acquisition for
the purposes of the Hong Kong Code on Takeovers and Mergers (the “ Takeovers Code ”).
Accordingly, a shareholder or a group of shareholders acting in concert could obtain or
consolidate control of our Company and become obliged to make a mandatory offer in
accordance with rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware
of any consequences which would arise under the Takeovers Code as a consequence of any
repurchases pursuant to the Repurchase Mandate. Any repurchase of Shares which results in
the number of Shares held by the public being reduced to less than 25% of our Shares then in
issue or such other minimum percentage prescribed by the Stock Exchange could only be
implemented with the approval of the Stock Exchange to waive the Listing Rules requirements
regarding the public shareholding referred to above. It is believed that a waiver of this
provision would not normally be given other than in exceptional circumstances.
No core connected person has notified our Company that he or she has a present intention
to sell Shares to our Company, or has undertaken not to do so, if the Repurchase Mandate is
exercised.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 7–


--- page 546 ---
B. FURTHER INFORMATION ABOUT OUR BUSINESS
1. Summary of Material Contracts
We have entered into the following contracts (not being contracts entered into in the
ordinary course of business) within the two years preceding the date of this Prospectus that are
or may be material:
(a) the cornerstone investment agreement dated October 10, 2025 entered into among
the Company, Blue Lake Capital Opportunity Fund I, L.P ., China International
Capital Corporation Hong Kong Securities Limited, J.P . Morgan Securities (Far
East) Limited and J.P . Morgan Securities (Asia Pacific) Limited, pursuant to which
Blue Lake Capital Opportunity Fund I, L.P . agreed to subscribe for Shares at the
Offer Price in the aggregate amount of the Hong Kong dollar equivalent of
US$10,000,000;
(b) the cornerstone investment agreement dated October 10, 2025 entered into among
the Company, China Universal Asset Management Co., Ltd, China International
Capital Corporation Hong Kong Securities Limited, J.P . Morgan Securities (Far
East) Limited and J.P . Morgan Securities (Asia Pacific) Limited, pursuant to which
China Universal Asset Management Co., Ltd agreed to subscribe for Shares at the
Offer Price in the aggregate amount of the Hong Kong dollar equivalent of
US$3,000,000;
(c) the cornerstone investment agreement dated October 10, 2025 entered into among
the Company, China Universal Asset Management (Hong Kong) Company Limited,
China International Capital Corporation Hong Kong Securities Limited, J.P . Morgan
Securities (Far East) Limited and J.P . Morgan Securities (Asia Pacific) Limited,
pursuant to which China Universal Asset Management (Hong Kong) Company
Limited agreed to subscribe for Shares at the Offer Price in the aggregate amount of
the Hong Kong dollar equivalent of US$7,000,000;
(d) the cornerstone investment agreement dated October 10, 2025 entered into among
the Company, Dymon Asia Multi-Strategy Investment Master Fund, China
International Capital Corporation Hong Kong Securities Limited, J.P . Morgan
Securities (Far East) Limited and J.P . Morgan Securities (Asia Pacific) Limited,
pursuant to which Dymon Asia Multi-Strategy Investment Master Fund agreed to
subscribe for Shares at the Offer Price in the aggregate amount of the Hong Kong
dollar equivalent of US$10,000,000;
(e) the cornerstone investment agreement dated October 10, 2025 entered into among
the Company, Fourier Global Master Fund, China International Capital Corporation
Hong Kong Securities Limited, J.P . Morgan Securities (Far East) Limited and J.P .
Morgan Securities (Asia Pacific) Limited, pursuant to which Fourier Global Master
Fund agreed to subscribe for Shares at the Offer Price in the aggregate amount of
the Hong Kong dollar equivalent of US$10,000,000;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 8–


--- page 547 ---
(f) the cornerstone investment agreement dated October 10, 2025 entered into among
the Company, GRANITE ASIA VIII INVESTMENTS PTE. LTD., China
International Capital Corporation Hong Kong Securities Limited, J.P . Morgan
Securities (Far East) Limited and J.P . Morgan Securities (Asia Pacific) Limited,
pursuant to which GRANITE ASIA VIII INVESTMENTS PTE. LTD. agreed to
subscribe for Shares at the Offer Price in the aggregate amount of the Hong Kong
dollar equivalent of US$10,000,000;
(g) the cornerstone investment agreement dated October 10, 2025 entered into among
the Company, Greenwoods Asset Management Hong Kong Limited, China
International Capital Corporation Hong Kong Securities Limited, J.P . Morgan
Securities (Far East) Limited and J.P . Morgan Securities (Asia Pacific) Limited,
pursuant to which Greenwoods Asset Management Hong Kong Limited agreed to
subscribe for Shares at the Offer Price in the aggregate amount of the Hong Kong
dollar equivalent of US$10,000,000;
(h) the cornerstone investment agreement dated October 10, 2025 entered into among
the Company, GTCS Holdings Limited, China International Capital Corporation
Hong Kong Securities Limited, J.P . Morgan Securities (Far East) Limited and J.P .
Morgan Securities (Asia Pacific) Limited, pursuant to which GTCS Holdings
Limited agreed to subscribe for Shares at the Offer Price in the aggregate amount of
the Hong Kong dollar equivalent of US$10,000,000;
(i) the cornerstone investment agreement dated October 10, 2025 entered into among
the Company, HSG Growth VI Holdco F, Ltd., China International Capital
Corporation Hong Kong Securities Limited, J.P . Morgan Securities (Far East)
Limited and J.P . Morgan Securities (Asia Pacific) Limited, pursuant to which HSG
Growth VI Holdco F, Ltd. agreed to subscribe for Shares at the Offer Price in the
aggregate amount of the Hong Kong dollar equivalent of US$10,000,000;
(j) the cornerstone investment agreement dated October 10, 2025 entered into among
the Company, Jain Global Master Fund Ltd (acting through investment manager Jain
Global LLC), China International Capital Corporation Hong Kong Securities
Limited, J.P . Morgan Securities (Far East) Limited and J.P . Morgan Securities (Asia
Pacific) Limited, pursuant to which Jain Global Master Fund Ltd agreed to subscribe
for Shares at the Offer Price in the aggregate amount of the Hong Kong dollar
equivalent of US$10,000,000;
(k) the cornerstone investment agreement dated October 10, 2025 entered into among
the Company, Perseverance Asset Management International (Singapore) Pte. Ltd.
(acting in its capacity as an investment advisor or investment manager and on behalf
of certain investment funds and separated managed accounts), China International
Capital Corporation Hong Kong Securities Limited, J.P . Morgan Securities (Far
East) Limited and J.P . Morgan Securities (Asia Pacific) Limited, pursuant to which
Perseverance Asset Management International (Singapore) Pte. Ltd. (acting in its
capacity as an investment advisor or investment manager and on behalf of certain
investment funds and separated managed accounts) agreed to subscribe for Shares at
the Offer Price in the aggregate amount of the Hong Kong dollar equivalent of
US$10,000,000;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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--- page 548 ---
(l) the cornerstone investment agreement dated October 10, 2025 entered into among
the Company, Stoneylake Global Alpha Fund, China International Capital
Corporation Hong Kong Securities Limited, J.P . Morgan Securities (Far East)
Limited and J.P . Morgan Securities (Asia Pacific) Limited, pursuant to which
Stoneylake Global Alpha Fund agreed to subscribe for Shares at the Offer Price in
the aggregate amount of the Hong Kong dollar equivalent of US$10,000,000;
(m) the cornerstone investment agreement dated October 10, 2025 entered into among
the Company, WT Asset Management Limited, China International Capital
Corporation Hong Kong Securities Limited, J.P . Morgan Securities (Far East)
Limited and J.P . Morgan Securities (Asia Pacific) Limited, pursuant to which WT
Asset Management Limited agreed to subscribe for Shares at the Offer Price in the
aggregate amount of the Hong Kong dollar equivalent of US$10,000,000;
(n) the cornerstone investment agreement dated October 10, 2025 entered into among
the Company, 3W Fund Management Limited, China International Capital
Corporation Hong Kong Securities Limited, J.P . Morgan Securities (Far East)
Limited and J.P . Morgan Securities (Asia Pacific) Limited, pursuant to which 3W
Fund Management Limited agreed to subscribe for Shares at the Offer Price in the
aggregate amount of the Hong Kong dollar equivalent of US$10,000,000; and
(o) the Hong Kong Underwriting Agreement.
2. Intellectual Property Rights of our Group
(a) Trademarks
As of the Latest Practicable Date, our Group had registered in the PRC the following
trademarks which we consider to be material to our Group’s business:
No. Trademark
1.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-10 –


--- page 549 ---
(b) Patents
As of the Latest Practicable Date, our Group had registered in the PRC the following
patents which we consider to be material to our Group’s business:
No. Patent Registered
Granting
Country of
Organization Patent Number
Date of
Authorization
Proclamation
1. A smart decisioning
method and system for
streamlining the
shipment process for
full container picking
(೻
዆ᇌౝ஬౽ঐӔഄ˙
ձӻ୕)
PRC ZL202010910947.1 June 8, 2021
2. An order grouping
method and system for
increasing the loading
capacity of single batch
orders (౤৷ఊ
ఊ
ձӻ୕)
PRC ZL202010921340.3 September 14,
2021
3. A three-dimensional
space order
consumables
recommendation
method and system ( ɓ
ఊঃҿપ
ձӻ୕)
PRC ZL202110806971.5 October 14,
2022
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 1 1–


--- page 550 ---
(c) Domain Names
As of the Latest Practicable Date, our Group had registered in the PRC the following
domain names which we consider to be material to our Group’s business:
No. Domain Name Registered Owner
1. jushuitan.com Shanghai Jushuitan
2. erp321.com Shanghai Jushuitan
(d) Copyrights
As of the Latest Practicable Date, the key copyrights in relation to the business of our
Group as a whole were:
No. Copyright Name
Place of
Registration Registration Number
1. Jushuitan e-commerce WMS
software [abbreviation: Jushuitan
WMS] V1.0 ( ၳ˥ᆐཥਠWMSழ᜗
[ᔊ၈:ၳ˥ᆐWMS] V1.0)
the PRC 2019SR0337024
2. Jushuitan e-commerce WMS
software [abbreviation: Jushuitan
WMS] V2.0 (π၍ଣழ
᜗[ᔊ၈:ၳ˥ᆐWMS] V2.0)
the PRC 2020SR1170780
Save as disclosed above, as of the Latest Practicable Date, there were no other
trademarks, service marks, patents, intellectual property rights, or individual property rights
which are or may be considered material in relation to our business.
C. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL
SHAREHOLDERS
1. Disclosure of Interests
(a) Interests and short positions of our Directors in the share capital of our Company and
its associated corporations following completion of the Capitalization Issue and the
Global Offering
Immediately following completion of the Capitalization Issue and the Global Offering
(without taking into account the Shares to be allotted and issued upon the exercise of the Offer
Size Adjustment Option and the Over-allotment Option), the interests and/or short positions (as
applicable) of our Directors or chief executives of our Company in the Shares, underlying
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-12 –


--- page 551 ---
Shares and debentures of our Company or its associated corporations (within the meaning of
Part XV of the SFO) which will be required to be notified to our Company and the Stock
Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short
positions which they were taken or deemed to have under such provisions of the SFO) or which
will be required under Section 352 of the SFO to be entered in the register referred to in that
section, or which will be required to be notified to our Company and the Stock Exchange under
the Model Code for Securities Transactions by Directors of Listed Issuers as set out in
Appendix C3 to the Listing Rules (“ Model Code ”) once the Shares are listed, will be as
follows:
(i) Interest in the Shares
Name Position Nature of interest
As of the Latest Practicable Date
Upon the completion of the
Capitalization Issue and the Global
Offering (assuming the Offer Size
Adjustment Option and the Over-
allotment Option are not exercised)
Number of
Shares held
Approximate
percentage of
shareholding
interest
Number of
Shares held
Approximate
percentage of
shareholding
interest
Mr. Luo (1) Chairman of the
Board, executive
Director and CEO
Interest in a
controlled
corporation;
interest held
through voting
powers entrusted
by other persons
1,677,462 46.87% 167,746,200 39.37%
Mr. He
(2) Executive Director
and chief product
officer
Interest in a
controlled
corporation
485,806 13.57% 48,580,600 11.40%
Mr. Li
(3) Executive Director
and chief security
officer
Interest in a
controlled
corporation
231,205 6.46% 23,120,500 5.43%
Mr. Wang
(4) Executive Director
and chief
marketing officer
Interest in a
controlled
corporation
144,246 4.03% 14,424,600 3.39%
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-13 –


--- page 552 ---
Notes:
(1) Under the SFO, Mr. Luo is deemed to be interested in Shares held by Black Tea Limited, which is controlled
by him as it is wholly-owned by HD Luo Limited, which is in turn wholly-owned by Mr. Luo. Mr. Luo is also
deemed to be interested in the Shares held by Popogo Limited, Taurus Lee Limited and Nico and Winco
Limited under the SFO, as pursuant to the V oting Proxy Agreement dated September 13, 2021, Mr. Luo, HD
Luo Limited and Black Tea Limited are entitled to exercise the rights of the Shares of Popogo Limited, Taurus
Lee Limited and Nico and Winco Limited. See the section headed “Relationship With Our Controlling
Shareholders” in this Prospectus for details.
(2) Under the SFO, Mr. He is deemed to be interested in the Shares held by Popogo Limited, which is
wholly-owned by XJ He Limited, which is in turn wholly-owned by Mr. He.
(3) Under the SFO, Mr. Li is deemed to be interested in the Shares held by Taurus Lee Limited, which is
wholly-owned by Golden Bull Lee Limited, which is in turn wholly-owned by Mr. Li.
(4) Under the SFO, Mr. Wang Y u is deemed to be interested in the Shares held by Nico and Winco Limited, which
is wholly owned by Y Wang Limited, which is in turn wholly owned by Mr. Wang Y u.
(ii) Interests in associated corporations
Our Directors are not interested in the Shares of any associated corporation of our
Company.
(b) Interests and short positions of the Substantial Shareholders in the Shares and
underlying shares of our Company
Save as disclosed in the section headed “Substantial Shareholders”, our Directors or chief
executives are not aware of any other person, not being a Director or chief executive of our
Company, who has any interests or short positions in the Shares and underlying Shares of our
Company which, once the Shares are listed, would fall to be disclosed to our Company under
the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who is, directly or indirectly
interested in 10% or more of the issued voting shares of our Company.
(c) Interests of the substantial shareholder of any member of our Group (other than our
Company)
As of the Latest Practicable Date, our Directors are not aware of any persons (not being
Directors or chief executives of our Company) who would, immediately following the
completion of the Capitalization Issue and the Global Offering (without taking into account the
exercise of the Offer Size Adjustment Option and the Over-allotment Option) be directly or
indirectly interested in 10% or more of the issued voting shares of any member of our Group
(other than our Company).
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-14 –


--- page 553 ---
2. Particulars of Service Contracts
(a) Executive Directors
Each of the executive Directors has entered into a service contract with our Company
under which they agreed to act as executive Directors for an initial term of three years
commencing from the Listing Date, which may be terminated by not less than three months’
notice in writing served by either the executive Director or our Company.
The appointments of the executive Directors are subject to the provisions of retirement
and rotation of Directors under the Articles of Association.
(b) Independent Non-executive Directors
Each of the independent non-executive Directors has signed an appointment letter with
our Company for a term of three years with effect from the Listing Date. Under their respective
appointment letters, each of the independent non-executive Directors is entitled to a fixed
Director’s fee. The appointments are subject to the provisions of retirement and rotation of
Directors under the Articles of Association.
(c) Others
(i) Save as disclosed above, none of the Directors has entered into any service contract
with any member of our Group (excluding contracts expiring or determinable by the
employer within one year without payment of compensation other than statutory
compensation).
(ii) For the years ended December 31, 2022, 2023 and 2024 and the six months ended
June 30, 2025, the aggregate of the remuneration (including salaries, allowances and
benefits in kind, bonuses, retirement scheme contributions, discretionary bonuses
and share based payments) for the Directors was approximately RMB9.1 million,
RMB13.9 million, RMB12.7 million and RMB5.1 million, respectively. Details of
the Directors’ remuneration are also set out in note 36 of the Accountant’s Report
set out in Appendix I. Save as disclosed in this Prospectus, no other emoluments
have been paid or are payable in respect of the years ended December 31, 2022,
2023 and 2024, and the six months ended June 30, 2025 by our Company to the
Directors.
(iii) Under the arrangements currently in force, the aggregate of the remuneration and
benefits in kind payable to the Directors for the year ending December 31, 2025 is
estimated to be approximately RMB13.0 million.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-15 –


--- page 554 ---
(iv) None of the Directors or any past Directors of any members of our Group has been
paid any sum of money for the three years ended December 31, 2022, 2023 and
2024, and the six months ended June 30, 2025 (i) as an inducement to join or upon
joining our Company or (ii) for loss of office as a Director of any member of our
Group or of any other office in connection with the management of the affairs of any
member of our Group.
(v) There has been no arrangement under which a Director has waived or agreed to
waive any remuneration or benefits in kind for the three years ended December 31,
2022, 2023 and 2024, and the six months ended June 30, 2025.
(vi) None of the Directors has been or is interested in the promotion of, or in the property
proposed to be acquired by, our Company, and no sum has been paid or agreed to
be paid to any of them in cash or shares or otherwise by any person either to induce
him to become, or to qualify him as, a Director, or otherwise for services rendered
by him in connection with the promotion or formation of our Company.
3. Fees or commissions received
Save as disclosed in this Prospectus, none of the Directors or any of the persons whose
names are listed under the section headed “– Other Information – Qualifications and Consents
of Experts” below had received any commissions, discounts, agency fee, brokerages or other
special terms in connection with the issue or sale of any capital of any member of our Group
within the two years immediately preceding the date of this Prospectus.
4. Miscellaneous
Save as disclosed in this Prospectus:
(a) none of the Directors or chief executive of our Company has any interest or short
positions in the Shares, underlying Shares or debentures of our Company or any
associated corporation (within the meaning of Part XV of the SFO) which will have
to be notified to us and the Stock Exchange pursuant to Divisions 7 and 8 of Part
XV of the SFO (including interests and short positions which he is taken or deemed
to have under such provisions of the SFO) or which will be required, pursuant to
section 352 of the SFO, to be entered into the register referred to in that section, or
which will be required to be notified to us and the Stock Exchange pursuant to the
Model Code, in each case once our Shares are listed on the Stock Exchange;
(b) none of our Directors nor any of the parties listed in the section headed “– Other
Information – Qualifications and Consents of Experts” below has any direct or
indirect interest in the promotion of our Company, or in any assets which have
within the two years immediately preceding the date of this Prospectus been
acquired or disposed of by or leased to any member of our Group, or are proposed
to be acquired or disposed of by or leased to any member of our Group;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-16 –


--- page 555 ---
(c) none of our Directors nor any of the parties listed in the section headed “– Other
Information – Qualifications and Consents of Experts” below is materially
interested in any contract or arrangement subsisting at the date of this Prospectus
which is significant in relation to the business of our Group taken as a whole;
(d) other than pursuant to the Underwriting Agreements, none of the parties listed in the
section headed “– Other Information – Qualifications and Consents of Experts”
below:
(i) is interested legally or beneficially in any of our Shares or any shares of any
of our subsidiaries; or
(ii) has any right or option (whether legally enforceable or not) to subscribe for or
to nominate persons to subscribe securities in any member of our Group.
(e) none of our Directors or their respective close associates (as defined under the
Listing Rules) or any of our Shareholders (who to the knowledge of our Directors
owns more than 5% of our number of issued shares) has any interest in our five
largest suppliers or our five large customers.
D. PRE-IPO SHARE OPTION SCHEME
The following is a summary of the principal terms of the Pre-IPO Share Option Scheme,
which was approved and adopted by way of the decision of the chairman of the Board (the
“Chairman ”) on April 15, 2024 (the “ Adoption Date ”), as authorized by a resolution of the
shareholders of the Company dated June 8, 2023. The terms of the Pre-IPO Share Option
Scheme are not subject to the provisions of Chapter 17 of the Listing Rules as the Pre-IPO
Share Option Scheme does not involve any grant of Share Options by our Company to
subscribe for new Shares after Listing.
1. Summary of Terms
(a) Purpose
The purpose of the Pre-IPO Share Option Scheme is to improve the Company’s incentive
mechanism, further enhance the motivation and creativity of employees, promote the
continuous growth of the Company’s performance, bring value-added benefits to employees
while enhancing the value of the Company, and realize the joint development of the employees
and the Company.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-17 –


--- page 556 ---
(b) Eligible participants
Share Options may be granted to employees, officers, consultants and partners who the
Chairman considers, in his sole discretion, has contributed or will contribute to the Group, or
any entities controlled by any abovementioned persons, or any trusts with any abovementioned
persons or their relatives as beneficiaries (“ Participant(s) ”).
(c) Duration and termination
The Pre-IPO Share Option Scheme shall be valid and effective from the Adoption Date
until immediately prior to the earlier of (i) the Listing Date; (ii) ten years after the Adoption
Date; or (iii) any decision of the Chairman to terminate the Pre-IPO Share Option Scheme.
(d) Administration
Pursuant to the shareholders’ resolutions dated June 8, 2023, the Shareholders of our
Company authorized the Chairman to establish and administer the Pre-IPO Share Option
Scheme, in order to streamline its administration process. The Chairman will make all
determinations in relation to the Pre-IPO Share Option Scheme, and his decisions with respect
to any matter arising under the Pre-IPO Share Option Scheme shall be final and binding on all
parties.
The Chairman shall have the right (i) to interpret and construe the provisions of the
Pre-IPO Share Option Scheme; (ii) to determine the persons who will be awarded Share
Options under the Pre-IPO Share Option Scheme, and the number of Share Options awarded
thereto; (iii) to make such appropriate and equitable adjustments to the terms of Share Options
granted under the Pre-IPO Share Option Scheme as it deems necessary; and (iv) to make such
other decisions or determinations as it shall deem appropriate in the administration of the
Pre-IPO Share Option Scheme.
The Chairman may delegate his authority to any officer of the Company or any third party
duly appointed thereby, including without limitation third party service providers and
professional trustees (the “ Authorized Administrators ”), on such terms and subject to such
conditions as the Chairman may think fit and the Chairman may at any time remove any
Authorized Administrator so appointed, or may annul or vary any such delegation.
(e) Offer and grant of Share Options
On and subject to the terms of the Pre-IPO Share Option Scheme, the Chairman (or any
person authorized by the Chairman from time to time) shall be entitled to make an offer to any
Participant, as the Chairman may in his absolute discretion select, to take up Share Options in
respect of such number of Shares as the Chairman may determine at an exercise price. Share
Options may be granted on such terms and conditions in relation to their exercise or otherwise
as the Chairman (or any person authorized by the Chairman from time to time) may determine.
None of the Grantees were required to pay any consideration for the grant of the Share Options.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-18 –


--- page 557 ---
An offer of the grant of a Share Option (“ Offer ”) shall be made to a Participant in such
form as the Chairman (or any person authorized by the Chairman from time to time) may from
time to time determine, requiring the Participant to undertake to hold the Share Options on the
terms to be granted and to be bound by the provisions of the Pre-IPO Share Option Scheme.
An Offer shall be deemed to have been accepted by the Participant to whom it is made with
effect from three business days of the Offer, unless any written document is received from a
Participant to decline the Offer within such period.
Subject to the Pre-IPO Share Option Scheme, the Share Options to be granted shall
become exercisable after vesting in accordance with the vesting schedule as set out in a
decision of the Chairman or his authorized person(s), but the Share Options shall not entitle the
Grantee to subscribe for the Shares if not permitted by any applicable laws or regulations.
(f) Exercise price
The exercise price of the Share Options shall be determined by the Chairman (or any
person authorized by the Chairman) and specified in a decision of the Chairman or his
authorized person(s).
(g) Exercise of Share Options
A Share Option shall be personal to the Participant who accepts an Offer in accordance
with the terms of the Pre-IPO Share Option Scheme, or (where the context so permits) any
person who is entitled to any Share Option in consequence of the death of the original grantee
(“Grantee ”) and shall not be assignable or transferable. No Grantee shall in any way sell,
transfer, charge, mortgage, encumber or otherwise dispose of or create any interest (legal or
beneficial) in favor of any third party over or in relation to any Share Option or enter into any
agreement so to do, except for (i) the transmission of a Share Option on the death of the
Grantee to his personal representatives(s) according to the terms of the Pre-IPO Share Option
Scheme, (ii) the transfer of any Share Option to any trustee, acting in its capacity as such
trustee, of any trust of which the Grantee or his/her relatives is a beneficiary or (iii) any entities
controlled by the Grantee.
Immediately upon the expiry of three days from the date on which any Share Option
becomes exercisable, a Grantee shall be deemed to have exercised his Share Option in whole
unless he has given a non-exercise notice, stating that the Share Option is thereby not exercised
in whole or in part and specifying the number of Shares which are not to be subscribed. Any
whole or part of a Share Option which is the subject of a non-exercise notice shall lapse
automatically and the relevant Grantee shall cease to hold such Share Option.
Upon the deemed exercise of a Share Option, the ESOP Trustee shall hold the Shares
underlying such a Share Option on behalf of the Grantee until the Grantee gives an instruction
to dispose of the Shares or requests that the relevant Shares be transferred by the ESOP Trustee
to the Grantee’s personal securities account. Where the relevant Shares are transferred by the
ESOP Trustee to the Grantee, within five days after receipt of remittance and, if appropriate,
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-19 –


--- page 558 ---
the ESOP Trustee shall transfer, and shall instruct the Hong Kong Share Registrar to make
entries in the register of members of the Company to record and give effect to the transfer of,
the relevant Shares to the Grantee (or his personal representatives) credited as fully paid and
issue to the Grantee (or his personal representatives) a share certificate in respect of the Shares
so allotted.
The Shares to be allotted and issued or otherwise transferred to the Grantee upon the
exercise of a Share Option will be subject to the provisions of the articles of association of the
Company for the time being in force and will rank pari passu with the fully paid Shares in issue
as from the date of entering of entries in the register of members of the Company and in
particular will entitle the holders to participate in all dividends or other distributions paid or
made on or after the date of exercise of the Share Option other than any dividend or other
distribution previously declared or recommended or resolved to be paid or made if the record
date therefor is before the date of exercise of the Share Option subject to the Pre-IPO Share
Option Scheme.
A Participant shall not have any interest or rights – including the right to receive
dividends or other distributions – in respect of a Share Option until such Share Option has been
exercised. Dividends declared and paid in respect of underlying Shares of a Share Option that
have been issued and are held by the ESOP Trustee will be retained by the ESOP Trustee before
such Share Option has been exercised for the life of the ESOP Trust, which shall be an
unlimited period unless otherwise specified by the Board. Such dividends so retained by the
ESOP Trustee shall be applied towards the payment of the fees, costs and expenses in
connection with the adoption, administration and/or termination of the Pre-IPO Share Option
Scheme in accordance with the terms thereof, and the remainder, if any, shall be remitted to the
Company as the settlor of the ESOP Trust upon the expiry of trust period.
(h) Lapse of Share Options and repurchase right
A Share Option shall lapse automatically to the extent not already vested in accordance
with the Pre-IPO Share Option Scheme.
Prior to the Listing, any Share Option vested but not already exercised or any Shares
which have been issued or transferred to the relevant Grantee upon his exercise of vested
options may be repurchased by the Company upon certain specified events, including but not
limited to a Grantee’s termination of employment, death, loss of labor capacity, and legal or
rule violations.
Upon or after Listing, any Share Option vested but not already exercised may be
repurchased by the Company, but any Shares which have been issued or transferred to the
relevant Grantee shall remain valid even after certain specified events, including but not
limited to a Grantee’s termination of employment, death, loss of labor capacity, and legal or
rule violations.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-20 –


--- page 559 ---
After Listing, in the case of Share Options which have lapsed or expired, the Shares
underlying such Share Options shall continue to be held by the trustee in accordance with the
Pre-IPO Share Option Scheme and the trust deed.
(i) Maximum number of Shares subject to Share Options
The total number of Shares which may be issued upon the exercise of all Share Options
to be granted under the Pre-IPO Share Option Scheme shall not exceed in aggregate 311,780
Shares (which shall be proportionally adjusted to reflect any share dividends, share splits, or
similar transactions that may be conducted by the Company).
The Shares underlying the Share Options which may be granted under the Pre-IPO Share
Option Scheme shall be issued by the Company to, and held by, the ESOP Trustee.
As of the date of this Prospectus, the Company has granted all Share Options pursuant to
the Pre-IPO Share Option Scheme representing a total of 311,780 underlying Shares. No
further Share Option will be granted by the Company under the Pre-IPO Share Option Scheme
after the Listing, and any unused scheme limit of the Pre-IPO Share Option Scheme will not
be utilized after the Listing.
(j) Reorganization of capital structure
In the event of any alteration in the capital structure of the Company by way of
capitalization of profits or reserves, rights issue, sub-division or consolidation of Shares or
reduction of share capital of the Company, but excluding any alteration in the capital structure
of the Company as a result of an issue of Shares or other securities of the Group as
consideration in a transaction to which the Company is a party, the Chairman shall determine
what adjustment is required to be made to (i) the number of Shares subject to any unexercised
Share Option; and/or (ii) the exercise price of the Share Options.
(k) Alteration
Subject to any change to the authority of the Chairman in relation to any alteration to the
terms of the Pre-IPO Share Option Scheme having to be approved by shareholders of the
Company in general meeting, the Chairman may amend any of the provisions of the Pre-IPO
Share Option Scheme at any time.
2. Outstanding Share Options
We have applied for, and have been granted (i) a waiver from the Stock Exchange from
strict compliance with the disclosure requirements under Rule 17.02(1)(b) of, and paragraph 27
of Appendix D1A to, the Listing Rules; and (ii) a certificate of exemption from the SFC
exempting our Company from strict compliance with the disclosure requirements under
paragraph 10(d) of Part I of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance in connection with information about the Share Options
granted under the Pre-IPO Share Option Scheme. For further details, see “Waivers and
Exemption – Waiver and Exemption in Relation to the Pre-IPO Share Option Scheme”.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-21 –


--- page 560 ---
As of the date of this Prospectus, the Grantees of outstanding Share Options under the
Pre-IPO Share Option Scheme include 2 members of senior management and 281 other
Grantees. Details of the outstanding Share Options granted under the Pre-IPO Share Option
Scheme as of the Latest Practicable Date are set out below:
Name/
number of
Grantee(s)
Position held at
our Company Address Grant date
(1) Exercise price (6)
Vesting
schedule (7)
Number of
Shares
underlying the
Share Options
as adjusted
immediately
after the
Capitalization
Issue
Approximate
shareholding
percentage
immediately
following
completion of
the Global
Offering
(RMB)
Senior management
Mr. Cen Wenchu
(ڋ)
Chief technology
officer
No. 44 Anle Road, Xihu
District, Hangzhou,
PRC
March 31, 2021 8.00 4 years
(8) 1,546,970 0.36%
January 1, 2024 8.00 4 years (2) 1,856,363 0.44%
Mr. Liu Luyao
(ᄎ༩Ⴧ)
Chief financial
officer
6/F, Building T4,
Hongqiaohui, No. 990,
Shenchang Road,
Shanghai, PRC
March 31, 2021 8.00 4 years
(8) 1,141,663 0.27%
Other Grantees of the Pre-IPO Share Option Scheme (partners)
Zhu Lifeng
(ࢤ)
Employee of
agent
No. 13, Tonghai Village,
Qiuji Town, Suining
County, Jiangsu, PRC
March 31, 2021 8.00 4 years
(8) 92,818 0.022%
Wang Zhenxiang
(ᚤ)
Employee of
agent
No. 1, Dakenglu,
Shuangyang Village,
Jiandou Town, Anxi
County, Fujian, PRC
March 31, 2021 8.00 4 years
(8) 77,348 0.018%
Liu Feng (ࢤEmployee of
agent
No. 182, Group 12, Heibu
Village, Ahu Town,
Xinyi, Jiangsu, PRC
March 31, 2021 8.00 4 years
(8) 12,376 0.003%
Bu Ronghua
(ɥ࿲ശ)
Contracted
employee
No. 11-1, Baiwuwan
Village Group, Gaoqiao
Village, Xielingang
Town, Heshan District,
Yiyang, Hunan, PRC
March 31, 2021 8.00 4 years
(8) 9,282 0.002%
Lin Ning (ྐྵ) Contracted
employee
Group 6, Damu Village,
Tingxian Town, Linli
County, Hunan, PRC
March 31, 2021 8.00 4 years
(8) 6,188 0.001%
Wang Jiebo
(ت)
Employee of
agent
No. 347, Houlun, Hubian
Village, Dongling Town,
Huian County, Fujian,
PRC
March 31, 2021 8.00 4 years
(8) 4,641 0.001%
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-22 –


--- page 561 ---
Name/
number of
Grantee(s)
Position held at
our Company Address Grant date
(1) Exercise price (6)
Vesting
schedule (7)
Number of
Shares
underlying the
Share Options
as adjusted
immediately
after the
Capitalization
Issue
Approximate
shareholding
percentage
immediately
following
completion of
the Global
Offering
(RMB)
Deng Si (ܠContracted
employee
No. 10, Ganzi Group,
Xinhua Village, Maotian
Town, Xiangxiang,
Hunan, PRC
March 31, 2021 8.00 4 years
(8) 3,094 0.001%
Han Ju (ދContracted
employee
Chengnan Group, Wentang
Community, Wangcheng
Subdistrict, Linli
County, Hunan, PRC
March 31, 2021 8.00 4 years
(8) 3,094 0.001%
Fang Litong
(ͭ୕)
Employee of
agent
No. 6-2, Huaxin West
Fourth Alley, Huafang
Village, Huafang
Management Area,
Donglong Town, Huilai
County, Guangdong,
PRC
March 31, 2021 8.00 4 years
(8) 3,094 0.001%
Huang Jun (ڲEmployee of
agent
Group 7, Ala Village,
Alaying Town,
Fenghuang County,
Hunan, PRC
March 31, 2021 8.00 4 years
(8) 3,094 0.001%
Wang Binbin
(ˮ੸੸)
Employee of
agent
No. 93, Y uzhuang,
Wangqiao Village,
Zhengwu Town,
Yingdong District,
Fuyang, Anhui, PRC
March 31, 2021 8.00 4 years
(8) 3,094 0.001%
Hong Y an (ᝣ) Employee of
agent
Room 405, Building 9,
Y uantaiyuan, No. 105
Xiangyuan Road,
Fengze District,
Quanzhou, Fujian, PRC
March 31, 2021 8.00 4 years
(8) 2,475 0.001%
Wang Jinshi
(ͩ)
Employee of
agent
No. 7, Dakenglu,
Shuangyang Village,
Jiandou Town, Anxi
County, Fujian, PRC
March 31, 2021 8.00 4 years
(8) 2,475 0.001%
Zhu Lijiu ( ϡͭɮ) Employee of
agent
No. 36, Tonghai Village,
Qiuji Town, Suining
County, Jiangsu, PRC
March 31, 2021 8.00 4 years
(8) 1,547 Negligible
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-23 –


--- page 562 ---
Name/
number of
Grantee(s)
Position held at
our Company Address Grant date
(1) Exercise price (6)
Vesting
schedule (7)
Number of
Shares
underlying the
Share Options
as adjusted
immediately
after the
Capitalization
Issue
Approximate
shareholding
percentage
immediately
following
completion of
the Global
Offering
(RMB)
Zhang Zhiheng
(ੵқ㛬)
Employee of
agent
No. 28, Huangshang Lane,
District 2, Hongqi
Village, Xianhua
Subdistrict, Pujiang
County, Zhejiang, PRC
March 31, 2021 8.00 4 years
(8) 1,547 Negligible
Xie Y uanhui
(ᑽʩሾ)
Employee of
agent
No. 2, Huashentang,
Gaolai Village, Songkou
Town, Qingliu County,
Fujian, PRC
March 31, 2021 8.00 4 years
(8) 1,547 Negligible
Chen Qiangping
(௓੶̻)
Employee of
agent
No. 176, Huashan, Juren
Village, Zhangchuan
Town, Huian County,
Fujian, PRC
March 31, 2021 8.00 4 years
(8) 1,547 Negligible
Other Grantees of the Pre-IPO Share Option Scheme with outstanding Share Options to acquire an aggregate of 900,000 or more Shares (5)
Ji Chundong
(ಊ)
Senior technical
specialist
No. 201 Huamei Road,
Minhang District,
Shanghai, PRC
January 1, 2018 0.00 N/A
(3) 1,800,000 0.42%
January 1, 2018 2.50 4 years (4) 464,091 0.11%
Y u Kangda
(ੰ༺)
Vice president of
sales
Room 201, Unit 3,
Building 134, Bailujun
South, Liangzhu
Cultural Village,
Liangzhu Street, Y uhang
District, Hangzhou,
PRC
January 1, 2018 2.50 4 years
(4) 1,856,363 0.44%
Cao Zhanghua
(૎ੵശ)
Researcher No. 1 Beiyaoqiao, Sanxing
Village, Fengqiao Town,
Nanhu District, Jiaxing
City, Zhejiang, PRC
January 1, 2018 0.00 N/A
(3) 1,440,000 0.34%
January 1, 2018 2.50 4 years (4) 154,697 0.04%
Zhou Changjun
(ࠏڗ)
Assistant to the
CEO
Room 101, No. 3,
Lane 180, Y uyao Road,
Jing’an District,
Shanghai, PRC
January 1, 2018 2.50 4 years
(4) 1,392,273 0.33%
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-24 –


--- page 563 ---
Name/
number of
Grantee(s)
Position held at
our Company Address Grant date
(1) Exercise price (6)
Vesting
schedule (7)
Number of
Shares
underlying the
Share Options
as adjusted
immediately
after the
Capitalization
Issue
Approximate
shareholding
percentage
immediately
following
completion of
the Global
Offering
(RMB)
Zhang Xuli
(ᘆ)
Director of
human
resources and
administration
Room 2202,
Building 143,
Weilan Hai’an,
Jiaxing City,
Zhejiang, PRC
January 1, 2018 0.00 N/A
(3) 540,000 0.13%
January 1, 2018 2.50 4 years (4) 556,909 0.13%
Qiao Jianhua
(ശ)
Advanced
technical
specialist
Qiaowan Group 12,
Qiaowan Village,
Wangzhuang Town,
Xinye County, Henan,
PRC
January 1, 2018 0.00 N/A
(3) 720,000 0.17%
January 1, 2018 2.50 4 years (4) 247,515 0.06%
Wang Limin
(ˮл͏)
Advanced
technical
specialist
No. 56, Xiabeigang,
Minhe Village,
Wangjiangjing Town,
Xiuzhou District,
Jiaxing City, Zhejiang,
PRC
January 1, 2018 0.00 N/A
(3) 720,000 0.17%
January 1, 2018 2.50 4 years (4) 247,515 0.06%
Ma Jie ( ৵ᆎ) Advanced
technical
specialist
No. 75, Majiachang,
Jianshan Village,
Huangwan Town,
Haining City, Zhejiang,
PRC
January 1, 2018 0.00 N/A
(3) 720,000 0.17%
January 1, 2018 2.50 4 years (4) 247,515 0.06%
Other Grantees of the Pre-IPO Share Option Scheme (employees)
218 other Grantees
with outstanding
Share Options to
acquire 1 to
99,999 Shares
(5)
January 1, 2018 2.50 4 years (4) 1,271,609 0.30%
March 31, 2021 8.00 4 years (8) 2,578,179 0.61%
31 other Grantees
with outstanding
Share Options to
acquire between
100,000 to
499,999 Shares
(5)
January 1, 2018 0.00 N/A (3) 450,000 0.11%
January 1, 2018 2.50 4 years (4) 3,960,242 0.93%
March 31, 2021 8.00 4 years (8) 2,057,469 0.48%
January 1, 2024 8.00 4 years (2) 549,456 0.13%
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-25 –


--- page 564 ---
Name/
number of
Grantee(s)
Position held at
our Company Address Grant date
(1) Exercise price (6)
Vesting
schedule (7)
Number of
Shares
underlying the
Share Options
as adjusted
immediately
after the
Capitalization
Issue
Approximate
shareholding
percentage
immediately
following
completion of
the Global
Offering
(RMB)
7 other Grantees
with outstanding
Share Options to
acquire between
500,000 to
899,999 Shares
(5)
January 1, 2018 0.00 N/A (3) 810,000 0.19%
January 1, 2018 2.50 4 years (4) 2,939,242 0.69%
March 31, 2021 8.00 4 years (8) 309,394 0.07%
January 1, 2024 8.00 4 years (2) 371,273 0.09%
Total 31,178,000 7.32%
Notes:
(1) Equity interests issuable in the form of share awards had been granted under the Previous Employee Incentive
Plans, which were terminated on June 8, 2023, before the Pre-IPO Share Option Scheme, with Share Options
granted in a manner corresponding to the Previous Employee Incentive Plans, was adopted on the Adoption
Date. See “History, Reorganization and Corporate Structure – Issue of Shares for Employee Incentive” in this
Prospectus for details.
(2) The vesting schedule for these grants is four years with 50% of the Share Options to be vested at the second
anniversary of the grant date and 25% to be vested every year thereafter.
(3) These grants were fully vested as of the Adoption Date.
(4) The vesting schedule for these grants is four years with 25% of the Share Options to be vested at the first
anniversary of the grant date and 25% of the Share Options to be vested every year thereafter. All of the Share
Options were fully vested as of the Latest Practicable Date.
(5) Such number of Shares as adjusted immediately after the Capitalization Issue.
(6) This column represents the exercise price of each Share Option granted. Based on the relevant grant letters,
32.3213 Share Options correspond to 1 Share (or 100 Shares as adjusted immediately after the Capitalization
Issue) - i.e. each Share Option corresponds to approximately 3.09 Shares as adjusted immediately after the
Capitalization Issue. The Share Options were granted at nil consideration.
(7) The Share Options may only be exercised after the Listing, and unless otherwise notified by the relevant
grantee of his/her decision not to exercise his/her Share Options within three days of the end of the relevant
vesting schedule, Share Options with respect to that vesting schedule will be deemed to have been exercised.
(8) The vesting schedule for these grants is four years with 50% of the Share Options to be vested at the second
anniversary of the grant date and 25% to be vested every year thereafter. All of the Share Options were fully
vested as of the Latest Practicable Date.
All of the Shares underlying the Pre-IPO Share Option Scheme which are unexercised
have been allotted and issued and are held by the ESOP Trust by the ESOP Trustee on trust
prior to the Global Offering. Accordingly, if all of the outstanding Share Options granted under
the Pre-IPO Share Option Scheme are exercised, there will not be any dilution effect on the
shareholdings of our Shareholders nor any impact on the earnings per share arising from the
exercise of the outstanding Share Options.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-26 –


--- page 565 ---
In respect of the Shares held by the ESOP Trustee underlying the Pre-IPO Share Option
Scheme, the ESOP Trustee shall abstain from voting on matters that require shareholders’
approval under the Listing Rules, in accordance with the requirements under Rule 17.05A of
the Listing Rules.
The Shares held by the ESOP Trustee pursuant to the Pre-IPO Share Option Scheme (i)
will count towards the public float for the purpose of Rule 8.08 of the Listing Rules as it is not
a core connected person of the Company; and (ii) will not count towards free float as such
Shares shall be subject to a contractual lock-up period as further described under the section
headed “Underwriting”.
E. OTHER INFORMATION
1. Litigation
As of the Latest Practicable Date, we are not aware of any other litigation or arbitration
proceedings of material importance pending or threatened against us or any of our Directors
that could have a material adverse effect on our financial condition or results of operations.
2. Application for Listing
The Joint Sponsors have made an application on behalf of our Company to the Listing
Committee for the listing of, and permission to deal in, the Shares in issue and to be issued
(i) pursuant to the Capitalization Issue and the Global Offering (including all additional Shares
which may be issued pursuant to the Offer Size Adjustment Option and the exercise of the
Over-allotment Option), and (ii) under the Pre-IPO Share Option Scheme, as mentioned in this
Prospectus. All necessary arrangements have been made to enable such Shares into CCASS.
3. No Material Adverse Change
The Directors confirm that there has been no material change in the financial or trading
position or prospects of our Group since June 30, 2025 (being the date to which the latest
audited consolidated financial statements of our Group were prepared) and up to the date of
this Prospectus.
4. Agency Fees and Commissions Received
The Underwriters will receive an underwriting commission as referred to in the section
headed “Underwriting – Underwriting Arrangements and Expenses”.
5. The Joint Sponsors and Joint Sponsors’ Fees
The Joint Sponsors both satisfy the independence criteria applicable to sponsors set out
in Rule 3A.07 of the Listing Rules.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-27 –


--- page 566 ---
China International Capital Corporation Hong Kong Securities Limited (“ CICC ”), one of
the Joint Sponsors, is a wholly-owned subsidiary of China International Capital Corporation
(International) Limited (ፄ(਷ყ)ʮ̡), which is in turn a wholly-owned
subsidiary of China International Capital Corporation Limited (“ CICC Limited ”).
CICC Capital Management Co., Ltd., a wholly-owned subsidiary of CICC Limited, is the
general partner of CICC Gongying Fund. As at the Latest Practicable Date, CICC Limited is
deemed to hold 2.63% of the equity interest of our Company through CICC Gongying Fund.
CICC Gongying Fund will hold approximately 2.21% of the equity interest of the Company
immediately upon completion of the Capitalization Issue and the Global Offering, assuming the
Offer Size Adjustment Option and the Over-allotment Option is not exercised. Therefore, as at
the Latest Practicable Date and upon the completion of the Capitalization Issue and the Global
Offering, the sponsor group and any director or close associate of a director of the sponsor
collectively holds or will hold, directly or indirectly, no more than 5% of the number of issued
shares of our Company.
The fees payable by our Company to each of the Joint Sponsors to act as sponsor to our
Company in connection with the Global Offering are US$500,000.
6. Preliminary Expenses
We have not incurred any material preliminary expenses.
7. Promoter
Our Company has no promoter for the purpose of the Listing Rules. Save as disclosed in
this Prospectus, within the two years immediately preceding the date of this Prospectus, no
cash, securities or other benefit has been paid, allotted or given nor are any proposed to be paid,
allotted or given to any promoters in connection with the Global Offering and the related
transactions described in this Prospectus.
8. Taxation of Holders of Shares
(a) Hong Kong
The sale, purchase and transfer of Shares registered with our Company’s Hong Kong
branch register of members will be subject to Hong Kong stamp duty, the current rate charged
on each of the purchaser and seller is 0.1% of the consideration or, if higher, the fair value of
the Shares being sold or transferred. Profits from dealings in the Shares arising in or derived
from Hong Kong may also be subject to Hong Kong profits tax.
(b) Cayman Islands
Under the present Cayman Islands law, there is no stamp duty payable in the Cayman
Islands on transfer of Shares.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-28 –


--- page 567 ---
(c) Consultation with professional advisers
Intending holders of the Shares are recommended to consult their professional advisers if
they are in doubt as to the taxation implications of holding or disposing of or dealing in the
Shares. It is emphasized that none of our Company, our Directors or the other parties involved
in the Global Offering can accept responsibility for any tax effect on, or liabilities of, holders
of Shares resulting from their holding or disposal of or dealing in Shares or exercise of any
rights attaching to them.
9. Qualifications and Consents of Experts
The following are the qualifications of the experts who have given opinion or advice
which are contained in this Prospectus:
Name Qualification
China International Capital
Corporation Hong Kong
Securities Limited
Licensed corporation under the SFO for type 1
(dealing in securities), type 2 (dealing in futures
contracts), type 4 (advising on securities), type 5
(advising on futures contracts) and type 6 (advising
on corporate finance) of the regulated activities as
defined under the SFO
J.P . Morgan Securities (Far
East) Limited
Licensed corporation under the SFO for type 1
(dealing in securities), type 4 (advising on securities)
and type 6 (advising on corporate finance) of the
regulated activities as defined under the SFO
Commerce & Finance Law
Offices
Company’s PRC Legal Advisor as to PRC Law
Harney Westwood & Riegels Company’s Cayman Islands legal advisers
PricewaterhouseCoopers Certified Public Accountants under Professional
Accountants Ordinance (Chapter 50 of the Laws of
Hong Kong) and Registered Public Interest Entity
Auditor under Financial Reporting Council
Ordinance (Chapter 588 of the Laws of Hong Kong)
China Insights Industry
Consultancy Limited
Independent industry consultants
Each of the experts named above has given and has not withdrawn its respective written
consent to the issue of this Prospectus with the inclusion of its report and/or letter and/or
opinion and/or the references to its name included in this Prospectus in the form and context
in which it is respectively included.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-29 –


--- page 568 ---
10. Binding Effect
This Prospectus shall have the effect, if an application is made in pursuance of this
Prospectus, of rendering all persons concerned bound by all of the provisions (other than the
penal provisions) of sections 44A and 44B of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance insofar as applicable.
11. Bilingual Prospectus
The English and Chinese language versions of this Prospectus are being published
separately in reliance upon the exemption provided by section 4 of the Companies (Exemption
Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the
Laws of Hong Kong). In case of any discrepancies between the English language version and
Chinese language version of this Prospectus, the English language version shall prevail.
F. MISCELLANEOUS
(a) Save as disclosed in this Prospectus, within the two years immediately preceding the
date of this Prospectus:
(i) no share or loan capital of our Company or any of our subsidiaries has been
issued or agreed to be issued or is proposed to be fully or partly paid either for
cash or a consideration other than cash;
(ii) no share or loan capital of our Company or any of our subsidiaries is under
option or is agreed conditionally or unconditionally to be put under option;
(iii) no founders or management or deferred shares of our Company or any of our
subsidiaries have been issued or agreed to be issued;
(iv) no commissions, discounts, brokerages or other special terms have been
granted or agreed to be granted in connection with the issue or sale of any share
or loan capital of our Company or any of our subsidiaries; and
(v) no commission has been paid or is payable for subscription, agreeing to
subscribe, procuring subscription or agreeing to procure subscription of any
share in our Company or any of our subsidiaries.
(b) Save as disclosed in this Prospectus, our Group had not issued any debentures nor
did it have any outstanding debentures nor any convertible debt securities.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-30 –


--- page 569 ---
(c) Our Directors confirm that:
(i) there has been no material adverse change in the financial or trading position
or prospects of our Group since June 30, 2025 (being the date to which the
latest audited consolidated financial statements of our Group were prepared);
(ii) there is no arrangement under which future dividends are waived or agreed to
be waived; and
(iii) there has not been any interruption in the business of our Group which may
have or has had a significant effect on the financial position of our Group in
the 12 months preceding the date of this Prospectus.
(d) The principal register of members of our Company will be maintained in the
Cayman Islands by our Principal Share Registrar. Unless the Directors otherwise
agree, all transfer and other documents of title of Shares must be lodged for
registration with and registered by our Hong Kong Share Registrar.
(e) All necessary arrangements have been made to enable our Shares to be admitted into
CCASS for clearing and settlement.
(f) No company within our Group is presently listed on any stock exchange or traded
on any trading system.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-31 –


--- page 570 ---
DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to the copy of this Prospectus delivered to the Registrar of
Companies in Hong Kong for registration were, among other documents:
(a) the written consents referred to in the section headed “Statutory and General
Information – Other Information – Qualifications and Consents of Experts” in
Appendix IV to this Prospectus; and
(b) a copy of each material contracts referred to in the section headed “Statutory and
General Information – Further Information about our Business – Summary of
Material Contracts” in Appendix IV to this Prospectus.
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be available on display on the Company’s website
(jushuitan.com ) and the Stock Exchange’s website ( www.hkexnews.hk ) up to and including
the date which is 14 days from the date of this Prospectus:
(a) the Memorandum and the Articles of Association;
(b) the audited consolidated financial statements of our Company for the three financial
years ended December 31, 2022, 2023 and 2024, and the six months ended June 30,
2025;
(c) the Accountant’s Report of our Group from PricewaterhouseCoopers, the text of
which is set out in Appendix I to this Prospectus;
(d) the report from PricewaterhouseCoopers in relation to the unaudited pro forma
financial information of our Group, the text of which is set forth in Appendix II to
this Prospectus;
(e) the legal opinions issued by Commerce & Finance Law Offices, our PRC Legal
Advisor on PRC law, in respect of certain general corporate matters of our Group
and the property interests of our Group in the PRC;
(f) the letter of advice prepared by Harney Westwood & Riegel, our legal adviser on
Cayman Islands law, summarizing certain aspects of the Cayman Islands companies
law referred to in Appendix III to this Prospectus;
(g) the industry report issued by China Insights Industry Consultancy Limited referred
to in the section headed “Industry Overview” of this Prospectus;
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
–V - 1–


--- page 571 ---
(h) the Cayman Companies Act;
(i) the written consents referred to in the section headed “Statutory and General
Information – Other Information – Qualifications and Consents of Expert” in
Appendix IV to this Prospectus;
(j) the material contracts referred to in the section headed “Statutory and General
Information – Further Information about our Business – Summary of Material
Contracts” in Appendix IV to this Prospectus;
(k) the service contracts and the letters of appointment with our Directors referred to in
the section headed “Statutory and General Information – Further Information about
our Directors and Substantial Shareholders – Director’s service contracts and letters
of appointment” in Appendix IV to this Prospectus; and
(l) the terms of the Pre-IPO Share Option Scheme.
DOCUMENT A V AILABLE FOR INSPECTION
A copy of a list of grantees under the Pre-IPO Share Option Scheme, containing all details
as required under the Listing Rules and the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, will be available for inspection at the office of Davis Polk & Wardwell,
Hong Kong Solicitors, at 10/F, The Hong Kong Club Building, 3A Chater Road, Central, Hong
Kong, during normal business hours up to and including the date which is 14 days from the date
of this Prospectus.
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
–V - 2–


--- page 572 ---
